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ENN Land Purchase Agreement

ENN Land Purchase Agreement

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12/04/2012

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OPTION AGREEMENT TO PURCHASE REAL PROPERTY THIS OPTION AGREEMENT TO PURCHASE REAL PROPERTY (the “Agreement”) is made as of this

____ day of _____________, 2011, by and between ENN Mojave Energy, LLC, a Nevada limited liability company (“ENN”), and the County of Clark, a political subdivision of the State of Nevada (“County”). ENN and County are sometimes hereinafter individually or collectively referred to as a “Party” or the “Parties.” RECITALS A. County owns the property near Laughlin, Nevada, described in Exhibit A attached hereto and incorporated herein by this reference together with all easements, hereditaments, and appurtenances thereto, which property, exclusive of currently dedicated right of way, consists of approximately nine thousand (9,000) acres (the “Property”). B. ENN proposes to build a (1) manufacturing facility, (2) solar generating facility, (3) a futuristic eco-park and eco-city combining advanced energy-efficient systems and renewable energy forms, and (4) related facilities on the Property in various phases as further described below (collectively, the “Project”), which ENN estimates will require a capital investment of approximately Five Billion Dollars ($5,000,000,000). C. According to an economic impact analysis prepared for Lionel, Sawyer & Collins (“Report”), the Project is estimated to create between 767 and 2,505 direct and indirect jobs in its construction phase, of which at least five hundred twelve (512) direct jobs are anticipated to result from construction of the Manufacturing Facility (as defined below). After construction is completed, the Project is estimated to provide between 1,239 and 4,118 direct and indirect jobs. D. Based on the Report’s conclusions, the Clark County Board of Commissioners (“Board”) has adopted a resolution finding the Project, as proposed: (a) establishes and supports new commercial enterprises creating opportunities for employment for the residents of Clark County, (b) satisfies the criteria for economic development as defined in NRS 244.2815, and (c) is in the best interest of the public, thus allowing the County to sell the Property without first offering it for sale to the public and for less than fair market value. E. County desires to grant to ENN an exclusive option to purchase the Property pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. In addition to the terms otherwise defined in this Agreement, as used in this Agreement, the following terms shall have the meanings set forth in this Section 1. “Adjacent Land” has the meaning set forth in Section 4.4. “Adjacent Land Notice” has the meaning set forth in Section 4.4. “Adjacent Land Purchase Price” has the meaning set forth in Section 4.4.

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“Certificate of Occupancy” means a permanent certificate of occupancy issued by the County Building Department or city building official, if applicable, for use of a building or structure on the Property. “Close of Escrow” has the meaning set forth in Section 6.5. “Commence Construction” or “Commenced Construction” means that ENN has obtained building permits and commenced either the installation of pilings or the pouring of a foundation, except in cases where pilings or a foundation are not required (e.g., areas on which solar panels will be placed), in which case, ENN shall be deemed to commence construction if it has obtained approved drainage studies and grading permits and if it has graded the applicable property. Actual construction work shall be diligently carried on until the completion of the building or structure involved. “Completion of the Project” means that no more than twenty five percent (25%) of the portions of the Property acquired by ENN remain Undeveloped. “Development Agreement” means a development agreement satisfactory to the County and ENN to be entered into between County and ENN governing the development of the three phases of the Project as further described below, as the same may be amended or supplemented. The Development Agreement may govern, among other things, uses of the Optioned Property (as defined below), the development standards for the Optioned Property, ENN’s installation of and contribution toward infrastructure and other public services related to development of the Optioned Property and that Title 30 of the Clark County Code as it exists on the date of the initial Development Agreement or its amendment, as applicable, shall apply during the term of such agreement. “Direct Jobs” means positions which are directly involved in the construction and engineering generated by the Project’s development and positions which are directly involved in the production of goods or services at facilities constructed on the Property.. “Down Payment” means One Hundred Thousand Dollars ($100,000). “Effective Date” means the date this Agreement is approved by the Board. “Escrow Agent” means Nevada Title Company located at 2500 N Buffalo Drive #150 Las Vegas, Nevada, 89128, Attn: Joy Hearn, or such other escrow agent as the Parties shall from time to time appoint. “FMVD Law” means the Fort Mohave Valley Development Law, Chapter 427, Statutes of Nevada 2007. “Hazardous Materials” means any waste, product or other substance that is regulated as hazardous or toxic under any environmental law, including but not limited to any federal, state or local law, regulation or ordinance, addressing pollution prevention and/or protection of the environment, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. sec. 9601, et seq., as amended, the Resource Conservation and Recovery Act, 42 U.S.C. sec. 6901, et seq., as amended, the Toxic Substance Control Act 15 U.S.C. sec. 2601, et seq., as amended, the federal Water Pollution Control Act, 33 U.S.C. sec. 1251, et seq., as amended, and NRS sec 459.400, et seq., as amended. “Lender” means the provider of construction or permanent financing or any refinancing to ENN in connection with construction of the Project.

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“Loan Documents” means the documents evidencing any construction or permanent financing or any refinancing to ENN in connection with construction of the Project, including a mortgage or deed of trust encumbering a portion of the Property. “Manufacturing Facility” means a manufacturing facility to be constructed on the Manufacturing Site or such other location approved by County in its sole discretion, subject to Title 30 of the Clark County Code and applicable law, that, together with its supporting facilities, will be approximately three hundred sixty-three thousand eight hundred (363,800) square feet or larger. “Manufacturing Site” means a portion of the Property consisting of approximately four hundred seven (407) acres identified in Exhibit B-1 attached hereto and incorporated herein by this reference. “MWac” means megawatt alternating current. “Option Consideration Fee” means One Thousand Dollars ($1,000). “Option Exercise Notice” has the meaning set forth in Section 6.3. “Optioned Property” has the meaning set forth in Section 6.4. “Partially-Improved Property” means those portions of the Property on which ENN has Commenced Construction and not obtained a Certificate of Occupancy, provided, however, in cases where a Certificate of Occupancy is not required (e.g., areas on which solar panels will be placed), such portions of the Property shall no longer be deemed to be Partially-Improved Property and shall be deemed to be complete upon the placement of completed improvements on such property. “Phase One” means the development of the solar generation facility and Manufacturing Facility on the Solar Generation Site and the Manufacturing Site or such other locations approved by County, in County’s sole discretion, subject to Title 30 of the Clark County Code and applicable law. “Phase One Property” has the meaning set forth in Section 4.1. “Phase Three” means the development of the Phase Three Property, which development shall include, without limitation, solar generation facilities of the Project in addition to those located on the Solar Generation Site or such other location approved by County. “Phase Three Property” means a portion of the Property consisting of approximately three thousand five hundred (3,500) acres identified in Exhibit B-4 attached hereto and incorporated herein by this reference, exclusive of currently dedicated right of way. “Phase Two” means ENN’s proposed development of a futuristic eco-park and eco-city on the Phase Two Property that combines a multitude of advanced energy-efficient systems and renewable energy forms to support various commercial and residential components. Highly-specialized, unique elements such as a micro-algae farm are anticipated in the programming for such eco-city. Phase Two may also include research and development facilities, corporate offices and ancillary facilities and such other facilities and uses as may be approved by County. “Phase Two Property” means a portion of the Property consisting of approximately three thousand six hundred (3,600) acres identified in Exhibit B-3 attached hereto and incorporated herein by this reference, exclusive of currently dedicated right of way.

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“PPA” means one or more agreements between ENN and one or more purchasers for the purchase of not less than seven hundred fifty (750) MWac produced from the Project measured in the aggregate, which agreement(s) shall be on terms and conditions satisfactory to ENN. In the event there is more than one such agreement, the date of the execution of the PPA shall be the date ENN signs such an agreement resulting in the sale of not less than seven hundred fifty (750) MWac produced from the Project measured in the aggregate. In the event there is more than one such agreement, the term “PPA” shall refer to all such agreements. “Project” has the meaning set forth in Recital B. “Purchase Price” means Four Million Five Hundred Thousand Dollars ($4,500,000). “Restrictive Covenant” means the restrictive covenants in Patent No. 27-89-0023 recorded on April 12, 1989, in Book 890412 as Instrument 00637 in the Official Records of Clark County, Nevada, as the same may be modified. “Solar Generation Site” means a portion of the Property consisting of approximately one thousand five hundred (1,500) acres identified in Exhibit B-2 attached hereto and incorporated herein by this reference, which may contain the first phase of solar generation for the Project and which is part of Phase One. “Undeveloped” means any portion of the Property on which ENN has not Commenced Construction. 2. Down Payment. No later than two (2) days following the Effective Date, ENN shall deliver the Down Payment to Escrow Agent. The Down Payment is nonrefundable except (a) upon County’s default hereunder or under the Development Agreement, (b) the failure of any condition precedent to ENN’s performance hereunder or (c) as otherwise set forth in this Agreement. In the event the Down Payment is refunded to ENN, it shall be entitled to all interest earned on the Down Payment. 3. Title. County shall, prior to or at the closing of each Optioned Property (as defined below), satisfy any mechanics’ liens, deeds of trust, financing statements and any other monetary encumbrances to the extent the same are actually caused by County and County has budgeted for such payments as required by NRS 354.626. As provided below in Section 6.4, County shall transfer title to each Optioned Property by Quitclaim Deed. In no event shall County be obligated to expend more than One Thousand Dollars ($1,000) in total to satisfy any such liens and encumbrances. 4. Grant of Option. County hereby grants to ENN an exclusive option to purchase the Property, exclusive of currently dedicated right of way, pursuant to the terms of this Agreement (the “Option”). The Option shall consist of the following phases and may be exercised as provided in Section 6 below: 4.1. Phase One. The initial phase of the Option shall consist of the Manufacturing Site and Solar Generation Site identified in Exhibits B-1 and B-2, exclusive of currently dedicated right of way (the “Phase One Property”). In the event ENN desires to exercise its option to purchase the Phase One Property, it shall give notice pursuant to Section 6.3 no later than twenty one (21) months after the Effective Date.

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4.2. Phase Two. Subject to the terms of this Agreement, in the event ENN desires to exercise its option to purchase the Phase Two Property, it shall do so no later than two (2) years after the Close of Escrow of the Phase One Property. 4.3. Phase Three. The third phase of the Option shall consist of the remainder of the Property not included as a part of Phase One or Phase Two and exclusive of currently dedicated right of way, which remainder portion will consist of approximately three thousand five hundred (3,500) acres (the “Phase Three Property”). Subject to the terms of this Agreement, in the event ENN desires to exercise its option to purchase the Phase Three Property, it must do so with respect to at least one thousand five hundred (1,500) acres of the Phase Three Property no later than thirty (30) months after the Close of Escrow of the Phase One Property. Thereafter, in the event ENN desires to exercise its option to purchase the remainder of the Phase Three Property, it shall do so in increments of no fewer than one thousand five hundred (1,500) acres in each successive twelve (12) month period, provided, however, if the remaining portion of the Property is fewer than one thousand five hundred (1,500) acres, ENN may nevertheless exercise the Option with respect to such remaining property so long as ENN exercises the Option as to all such remaining property. In the event ENN desires to exercise its option to purchase less than all of the remainder of the Phase Three Property in intervals as outlined above, the area selected by ENN for purchase shall be subject to County approval, in County’s sole discretion. 4.4. Option for Adjacent Land. County is in the process of negotiating the ownership of a portion of the approximately three hundred thirty three (333) acres south of the Colorado River and east of the Property currently in dispute, which property is the subject of Lawrence v. Clark County, 127 Nev. Adv. Op. 32 (Nev. 2011), and is identified in Exhibit B-5 attached hereto and incorporated herein by this reference. (the “Adjacent Land”). County covenants that if it acquires the Adjacent Land or any portion thereof at no cost or expense to the County, ENN shall have the exclusive option to purchase the Adjacent Land or any portion thereof acquired by County as provided in this Section 4.4. Upon resolving the dispute with respect to the Adjacent Land, County shall notify ENN of the result of such resolution (the “Adjacent Land Notice”). In the event County provides the Adjacent Land Notice at least sixty (60) days prior to the deadline for ENN to exercise the Option as to the Phase Two Property, ENN shall have the option, but not the obligation, to purchase the Adjacent Land acquired by County as part of its exercise of the Option as to the Phase Two Property for the Adjacent Land Purchase Price (as defined below). In the event County provides the Adjacent Land Notice later than sixty (60) days prior to the deadline for ENN to exercise the Option as to the Phase Two Property but at least sixty (60) days prior to the deadline for ENN to exercise the Option as to any portion of the Phase Three Property, ENN shall have the option, but not the obligation, to purchase the Adjacent Land acquired by County as part of its exercise of the Option as to the Phase Three Property for the Adjacent Land Purchase Price. In the event County provides the Adjacent Land Notice later than sixty (60) days prior to the deadline for ENN to exercise the Option as to the last portion of the Phase Three Property, ENN shall have the option to purchase the Adjacent Land acquired by County within sixty (60) days after ENN’s receipt of the Adjacent Land Notice for the Adjacent Land Purchase Price. The purchase price for the Adjacent Land or any portion thereof acquired by County shall be Five Hundred Dollars ($500) per acre (as applicable, the “Adjacent Land Purchase Price”). If the option to purchase the Adjacent Land is part of the Option as to the Phase Two Property or the Phase Three Property, ENN shall notify County in its election to exercise the Option as to the Phase Two Property or the Phase Three Property, as applicable, that ENN elects to exercise its option to purchase the Adjacent Land acquired by County. In all other events, ENN must give notice to exercise its option to purchase the Adjacent Land acquired by County within sixty (60) days after receipt of the Adjacent Land Notice. ENN’s purchase of the Adjacent Land acquired by County shall be subject to the same conditions precedent applicable to the subsequent phases of the Option set forth in Section 6.1.2.

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5. Option Consideration. No later than two (2) days following the Effective Date, ENN shall pay to County One Thousand Dollars ($1,000) in consideration for the Option (“Option Consideration Fee”). Such Option Consideration Fee shall not be refundable. 6. Exercise of Option.

6.1. Conditions Precedent to ENN’s Exercise of Option. The following conditions precedent, which shall not be deemed to be covenants of County, shall apply to ENN’s exercise of the Option: 6.1.1. Phase One: The following conditions precedent shall apply to ENN’s exercise of the Phase One portion of the Option: a. Effective Date; b. ENN shall have obtained all permits, entitlements, and approvals to ENN necessary for the Manufacturing Site and Solar Generation Site, including, without limitation all zoning and parcel mapping approvals and building permits for such sites for which ENN has applied. Notwithstanding anything to the contrary contained herein, County shall be under no obligation to approve any such applications, except as consistent with the Clark County Code Title 30 and other applicable law; c. ENN and County shall have entered into the Development Agreement satisfactory to the County and ENN addressing, at a minimum, Phase One and its impacts; d. County shall not be in default under this Agreement; and ENN shall have obtained the PPA within eighteen (18) months after the

e. The Restrictive Covenant shall be released from title to the Property or modified or waived to allow ENN’s uses of the Project. Notwithstanding anything to the contrary contained herein, County shall be under no obligation to obtain the release of the Restrictive Covenant. In the event any of the above conditions is not satisfied or waived by ENN within twenty one (21) months after the Effective Date, this Agreement shall automatically terminate and Escrow Agent shall return the Down Payment and all other funds deposited by ENN with Escrow Agent to ENN. 6.1.2. Subsequent Phases. The following conditions precedent which shall not be deemed to be covenants of County, shall apply to ENN’s exercise of any portion of the Option after Phase One: a. As to the Phase Two Property, ENN shall have obtained, and the County has approved in its sole discretion, an acceptable revision, if necessary, to the master plan adopted pursuant to NRS chapter 278 covering the Phase Two Property, as required in the Fort Mohave Valley Development Law, Chapter 427, Statutes of Nevada 2007 (“FMVD Law”); b. ENN shall have obtained all permits, entitlements, and approvals necessary for the portion of the Property to which ENN’s exercise of the Option relates, including, without limitation all zoning and parcel mapping approvals and building permits for such property for which ENN has applied. Notwithstanding anything to the contrary contained herein, County shall be under no obligation to approve any such applications, except as consistent with the Clark County Code Title 30 and other applicable law;

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c. ENN and County shall have entered into an amended or supplemented Development Agreement satisfactory to the County and ENN addressing Phase Two or Phase Three, as applicable, and their impacts, to the extent not previously addressed in the Development Agreement; and d. County shall not be in default under this Agreement.

In the event any of the above conditions is not satisfied or waived by ENN as to the Phase Two Property within two (2) years after the Close of Escrow of the Phase One Property,and ENN has not timely given the applicable Option Exercise Notice, Escrow Agent shall return the applicable portion of the Down Payment and all other funds deposited with Escrow Agent to ENN. In the event any of the above conditions is not satisfied or waived by ENN as to the Phase Three Property within the applicable deadlines set forth in Sections 4.3, without limiting any other rights or remedies of ENN, Escrow Agent shall return any remaining portion of the Down Payment and all other funds deposited with Escrow Agent to ENN. 6.2. Permits, Entitlements and Approvals. Notwithstanding anything to the contrary contained herein, County shall be under no obligation to approve any applications for permits, entitlements and approvals, except as consistent with the Clark County Code Title 30 and other applicable law. 6.3. Notice of Exercise. If ENN desires to exercise its option to purchase the Property or any portion thereof within the timeframes set forth in Section 4, ENN shall notify County in writing of such exercise no later than the expiration date of the relevant Option phase (each, an “Option Exercise Notice”). 6.4. Close of Escrow. Each portion of the Property that is the subject of an Option Exercise Notice shall be referred to herein as the “Optioned Property.” The Close of Escrow of any Optioned Property shall occur within thirty (30) days of ENN’s delivery of the applicable Option Exercise Notice to County. For purposes of this Agreement, “Close of Escrow” shall mean the date on which the quitclaim deed conveying the applicable portion of the Optioned Property to ENN is recorded in the Official Records of Clark County, Nevada. 6.5. Conditions to Closing.

6.5.1. Conditions for ENN’s Benefit. The obligations of ENN to acquire the Optioned Property pursuant to this Agreement is subject to the satisfaction on or before Close of Escrow of all of the following conditions precedent, which conditions are for the benefit of ENN only and the satisfaction of which may be waived only in writing by ENN: a. ENN shall have obtained a title insurance policy for the applicable Optioned Property on terms and conditions satisfactory to ENN and, as to the Close of Escrow for the Phase One Property, a title insurance commitment for the Phase Two Property and the Phase Three Property; b. County’s representations and warranties set forth in Section 9.1 shall be true and correct in all material respects as of each Close of Escrow; and c. County shall not be in default under this Agreement.

6.5.2. Conditions for County’s Benefit—Phase One. The obligation of County to convey the Phase One Property pursuant to this Agreement is subject to the satisfaction on or before

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Close of Escrow of all of the following conditions precedent, which conditions are for the benefit of County only and the satisfaction of which may be waived only in writing by County: a. ENN and County shall have entered into the Development Agreement satisfactory to the County and ENN addressing Phase One and its impacts; b. ENN’s representations and warranties set forth in Section 9.2 herein shall be true and correct in all material respects as of the Close of Escrow of the Phase One Property; c. ENN shall be in compliance with the terms and conditions of this Agreement and shall not be in default under this Agreement; d. ENN shall have expended at least Five Hundred Thousand Dollars ($500,000) in connection with the Project; and e. in Section 15.1. ENN shall have submitted the Annual Report of Expenditures as required

6.5.3. Conditions for County’s Benefit—Phase Two. The obligation of County to convey the Phase Two Property pursuant to this Agreement is subject to the satisfaction on or before Close of Escrow of all of the following conditions precedent, which conditions are for the benefit of County only and the satisfaction of which may be waived only in writing by County: a. ENN shall have exercised the Option as to the Phase One Property;

b. ENN shall have submitted a development plan to County which must be acceptable to County in its sole discretion, addressing, at a minimum: basic densities, specific land uses and boundaries thereof, the phasing of development, the general character, extent, and location of major thoroughfares, collector streets, major drainageways, structures, open space, schools, parks, and community facilities, if any, for the entire Phase Two Property (“Phase 2 Development Plan”); c. ENN shall have obtained all zoning approvals for Phase Two;

d. ENN and County shall have entered into an amended or supplemented Development Agreement satisfactory to the County and ENN addressing Phase Two and its impacts; e. ENN’s representations and warranties set forth in Section 9.2 shall be true and correct in all material respects as of the Close of Escrow of the Phase Two Property; and f. ENN shall not be in default under this Agreement, including, without limitation, the construction deadlines set forth in Section 11.1.2; g. ENN shall have obtained, and the County has approved in its sole discretion, an acceptable revision to the master plan adopted pursuant to NRS chapter 278 covering the Phase Two Property, as required in the FMVD Law. 6.5.4. Conditions for County’s Benefit—Phase Three. The obligation of County to convey any of the Phase Three Property pursuant to this Agreement is subject to the satisfaction on or before Close of Escrow of all of the following conditions precedent, which conditions are for the benefit of County only and the satisfaction of which may be waived only in writing by County:

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a. ENN shall have exercised the Option as to the Phase One Property. In the event ENN exercises the Option as to the Phase Three Property prior to obtaining a Certificate of Occupancy for the Manufacturing Facility, ENN shall only be entitled to exercise the Option as to the portions of the Phase Three Property necessary for ENN to create sufficient solar generation capacity to meet its contractual requirements for which it has obtained a PPA. Except as provided in the foregoing sentence, ENN may only exercise the Option as to the Phase Three Property after ENN has obtained a Certificate of Occupancy for the Manufacturing Facility; b. If not already covered in the Development Agreement, County and ENN shall have entered into an amended or supplemented Development Agreement addressing Phase Three and its impacts; and c. ENN shall not be in default under this Agreement, including, without limitation, the construction deadlines set forth in Section 11.1.2. 6.6. Terms of Purchase.

6.6.1. Payment of Purchase Price. Upon each Close of Escrow, ENN shall deliver a portion of the Purchase Price equal to the product of (x) the total Purchase Price multiplied by (y) a fraction, the numerator of which is the acreage of the Optioned Property and the denominator of which is the total acreage of the entire Property. The Down Payment will be applied to the applicable portion of the Purchase Price until the Down Payment is exhausted. 6.6.2. Distribution of Purchase Price. All portions of the Purchase Price shall be paid to County at each Close of Escrow. Upon receipt, County shall deposit such funds in the Fort Mohave Development Fund (“Fund”) as required by the FMVD Law, which Fund shall be used only for the purposes set forth in the FMVD Law Section 9 as approved by the Board. Subject to the discretion reserved to County and other conditions in this Section 6.6.2, County agrees to use the portions of the Purchase Price deposited in the Fund for one or more public projects contemplated by the FMVD Law within the Property or public project(s) outside the Property, which directly benefits the Project as solely determined by the County. Subject to this Section 6.6.2, in its sole discretion, the County shall decide which such public project(s) to construct, where such public project(s) will be constructed, and the timing of such public project(s), including but not limited to when to commence the public project(s) and when to complete the public project(s). Notwithstanding the foregoing, the County is not required to use funds other than the portions of the Purchase Price deposited into the Fund to construct such public project(s). If the County selects a public project within the Property, ENN must dedicate to the County the lands necessary for such public project as determined by the County provided such land does not materially interfere with plans approved for the Project in the Development Agreement or the Phase 2 Development Plan. The dedications must occur within sixty (60) days of written request from the County, and must be at no cost or expense to the County and be free of all liens, encumbrances, restrictions and covenants, and in a manner and form acceptable to the County. In the event ENN fails to (a) make the dedications as required herein, (b) Commence Construction on the Manufacturing Facility within one (1) year of Close of Escrow of the Phase One Property, or (c) Commence Construction on the Phase Two Property within one (1) year of Close of Escrow of the Phase Two Property, the County’s obligation under this Section 6.6.2 ceases. Nothing in this Agreement shall be construed to diminish ENN’s obligation to construct infrastructure required by applicable law or the Development Agreement. In the event the FMVD Law is amended to impose any limitation on use of the money in the Fund which is inconsistent with the County obligations under this Section and/or eliminates the County’s rights to administer the Fund, the County’s obligation under this Section 6.6.2 ceases.

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7. Conveyance. Upon Close of Escrow, County shall, subject to Sections 7.1 and 7.2 below, convey title to the Optioned Property to ENN as required under this Agreement by quitclaim deed in the form of Exhibit C attached hereto and incorporated herein by this reference (“Quitclaim Deed”) and both parties shall execute such other instruments as are reasonably required to close the transactions contemplated by this Agreement. 7.1. Future Public Improvements. County will reserve the fee ownership interest in the portions of the Property generally depicted in Exhibit C-1 attached hereto and incorporated herein by this reference. At Close of Escrow for each Optioned Property, County will provide a legal description for the property it desires to reserve. The legal description will be similar to the property generally depicted in Exhibit C-1. 7.2. Deed Restrictions and Restrictions on Loan Documents. The Quitclaim Deeds transferring any portion of the Property from County to ENN shall contain deed restrictions containing provisions: (a) prohibiting any lien or security interest in Loan Documents encumbering any portion of the Property except as provided in Sections 7.2 and 7.3, (b) prohibiting the use of the Property for anything other than the Project and ancillary uses for twenty (20) years from the Effective Date, and (c) containing notice of County’s reversionary rights in Section 11.4 and payment rights in Section 11.5, and the subordination provision in Section 11.7. 7.3. ENN agrees for a period of twenty (20) years from the Effective Date not to, in any way, allow any lien or grant any security interest encumbering the Property, except ENN may (a) grant a security interest in the portion of the Phase One Property on which the Manufacturing Facility is constructed plus an additional ten percent (10%) in lands within the Phase One Property immediately adjacent to that portion under construction to secure financing for its construction, (b) grant a security interest in the portion of the Solar Generation Site on which the solar generating facility is constructed plus an additional ten percent (10%) in lands within the Phase One Property immediately adjacent to that portion under construction to secure financing for construction of the solar generating facility; and (c) grant a security interest in those areas of the Property in which escrow has closed, and which have received all necessary approvals from the County and any other governmental entities and the securing of all permits for the construction of improvements plus an additional ten percent (10%) in lands within the Property immediately adjacent to that portion under construction, to secure financing for such construction so long as it is within the Phase being developed. For the purpose of this section, property which is across a roadway will be considered adjacent to that portion under construction. 8. Costs. All escrow, title, title insurance costs, recordation fees, and real property transfer taxes shall be paid by ENN. Each Party shall pay its own attorneys’ fees and consulting fees. 9. Representations and Warranties.

9.1. By County. County represents and warrants to ENN as the Effective Date and as of each Close of Escrow as follows: 9.1.1. Authority. This Agreement has been duly executed and delivered by County and constitutes a valid and binding obligation of County, enforceable in accordance with its terms. 9.1.2. County makes no representations, warranties or covenants regarding the title, condition, or stability of the Property, or its suitability for ENN’s purposes or for any other purpose or the existence of any Hazardous Materials on or within the Property.

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9.2. By ENN. ENN represents and warrants to County as the Effective Date and as of each Close of Escrow as follows: 9.2.1. Authority. This Agreement has been duly executed and delivered by ENN and constitutes a valid and binding obligation of ENN, enforceable in accordance with its terms. 9.2.2. No Violations. Neither the execution, delivery or performance of this Agreement will breach any statute, law, ordinance, rule or regulation of any governmental authority or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or governmental authority to which ENN is subject or any agreements or instruments by which ENN is bound, or constitute a default thereunder. 9.2.3. No Consents. No consent, approval or authorization of any governmental authority (other than County) or private party is required in connection with the execution, delivery and performance of this Agreement by ENN. 10. Covenants.

10.1. Covenants of County. In addition to any other covenants of County herein, County shall perform the obligations set forth in this Section 10.1. 10.1.1. Access and Investigation. Between the Effective Date and each Close of Escrow, County will afford ENN and its representatives reasonable access to the Property. 10.1.2. Selling of the Property; Encumbrances. Prior to each Close of Escrow, County shall not sell the Property or any portion thereof or subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way, or similar matters unless such matters are approved in writing by ENN. 10.1.3. Notice of Changed Circumstances. Between the Effective Date and each Close of Escrow, County shall promptly notify ENN in writing if it becomes aware of any fact or condition that causes or constitutes a breach of any County representations and warranties or, if after the Effective Date, County becomes aware of the occurrence of any fact or condition that would cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. 10.1.4. Processing. County shall process the plans, applications and other documents submitted by ENN to obtain permits, entitlements, zoning approvals, parcel mapping approvals and other approvals for the Project as provided in Clark County Code Title 30, other applicable law and the Development Agreement. 10.2. Covenants of ENN. In addition to any other covenants of ENN herein, ENN shall perform the obligations set forth in this Section 10.2. 10.2.1. Reporting Requirements. ENN shall comply with all federal law reporting requirements related to ENN’s acquisition of the Property pursuant to this Agreement. 10.2.2. Hiring Nevada Employees. To the extent permitted by applicable law, ENN shall hire Nevada residents to be employed at the Project, provided, however, if qualified Nevada employees cannot be obtained for positions at the Project, ENN shall be entitled to fill such positions with

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persons residing in any jurisdiction. Notwithstanding the foregoing, ENN officers and executives and specialists, including, without limitation, scientists and engineers shall not be required to be Nevada residents. 10.2.3. Indemnification. ENN shall indemnify and defend County against and hold County harmless from any damages, liability, costs, expenses, litigation, or claims incurred in or in connection with any lawsuit for the personal injury or death or property damages arising out of ENN’s access to the Property allowed by Section 10.1.1.1 or any lawsuit alleging that this Agreement violates applicable law, including, without limitation, the National Environmental Policy Act. County shall provide ENN with notice of any such claims of liability with reasonable promptness and ENN shall have the right of defense in such proceedings by counsel of its own choosing at ENN’s expense. County shall cooperate fully in all respects with ENN in any such defense, including, without limitation, by making available to ENN all pertinent information under the control of County. 10.2.4. Environmental Matters. ENN accepts the Property in an “as is” condition and will assume responsibility for any Hazardous Materials and costs of any environmental mitigation, cleanup and/or removal on any portion of the Property acquired by ENN, provided, however, ENN shall have no obligation to assume any such responsibility for any portion of the Property for which County exercises its right of reversion under this Agreement if the County and/or its employees, agents or contractors caused to be place on such portion of the Property any Hazardous Materials in a manner that imposes characterization, remediation or removal obligations under any Environmental Law. ENN shall release and indemnify, defend and hold County and its officers and employees harmless from and against any and all obligations, liabilities, suits, claims, demands, fines, penalties, damages, losses, and/or expenses in any way related to, connected with, or arising out of Hazardous Materials existing on, under or adjoining potions of the Property acquired by ENN and on portions of the Property reverted to the County if ENN is responsible for such Hazardous Materials and environmental mitigation, cleanup, and/or removal under this Section 10.2.4. This provision does not apply to Hazardous Materials which are pre-existing to the Close of Escrow, not caused by the actions of ENN or its employees, agents, or contractors, and which exist on lands which have reverted back to the County pursuant to Section 11. 10.2.5. The responsibility for a subdivision or any other type of land division of the Property as it relates to the creation of new legal parcels to effectuate this Agreement or as a result of this Agreement or any other land divisions or parcels desired by ENN shall be the responsibility of ENN and the cost and expense for any related mapping and recording of parcel maps shall also be the responsibility of ENN. County agrees to sign applications for such land divisions or creation of parcels consistent with the restrictions and reservations referenced in Section 7 and the Phase 2 Development Plan so long as such applications are in compliance with this Agreement and applicable law. 11. Time for Construction and Completion of the Project. ENN shall develop the Property in the timeframes provided in this Section 11. Except as expressly set forth in this Agreement, including but not limited to this Section 11, Section 4.3, the Phase 2 Development Plan, Development Agreement, applicable law, and other conditions of permits and land use approvals, ENN shall have complete discretion as to the commencement, construction, and completion of any and all development of the Project. 11.1. Phase One Property.

11.1.1. Solar Generation Site. ENN shall construct a solar generation facility on the Solar Generation Site or such other location approved by County that has a minimum of one hundred fifty (150) MWac of solar generation capacity, and have obtained all permits and final approvals to

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operate such solar generation facility, within three (3) years after the Close of Escrow of the Phase One Property. 11.1.2. Manufacturing Facility. ENN shall construct the Manufacturing Facility on the Manufacturing Site or such other location approved by County and obtain a Certificate of Occupancy for such facility within two (2) years after the Close of Escrow of the Phase One Property. 11.2. Phase Two Property. ENN shall Commence Construction of Phase Two on the Phase Two Property within three (3) years after the Close of Escrow of the Phase One Property. No later than ten (10) years after the Close of Escrow of the Phase Two Property, no more than twenty five percent (25%) of the Phase Two Property shall be Undeveloped. 11.3. Phase Three Property. ENN shall construct and achieve a total of three hundred (300) MWac solar generation capacity at the Project inclusive of the 150 MWac on the Solar Generation Site or such other location(s) approved by County within four (4) years after the Close of Escrow of the Phase One Property. Further, ENN shall construct and achieve a total of five hundred (500) MWac of solar generation capacity, inclusive of the three hundred (300) MWac described above, within five (5) years after the Close of Escrow of the Phase One Property. 11.4. County’s Reversionary Rights. County shall have the right to cause title to the Undeveloped portions of the Property previously conveyed to ENN, less any areas encumbered by Loan Documents as allowed in Section 7.3, to revert to County in the event any of the following occur:: a. ENN fails to obtain a Certificate of Occupancy for the Manufacturing Facility within two (2) years after the Close of Escrow of the Phase One Property; b. ENN fails to construct a solar generation facility that has a minimum of one hundred fifty (150) MWac of solar generation capacity as required by Section 11.1.1 within three (3) years after the Close of Escrow of the Phase One Property; c. ENN fails to Commence Construction or complete construction on the Phase Two Property pursuant to and within the timeframes set forth in Section 11.2; d. ENN fails to construct and achieve three hundred (300) MWac solar generation capacity at the Project, inclusive of the 150 MWac referred to in Section 11.4(b), within four (4) years after the Close of Escrow of the Phase One Property;

e. ENN fails to construct and achieve a total of five hundred (500) MWac of solar generation capacity, inclusive of the three hundred (300) MWac described in Section 11.4(d), within five (5) years after the Close of Escrow of the Phase One Property;
Completion of the Project has not occurred within fifteen (15) years after the Close of Escrow of the Phase Two Property; g. ENN has not invested the following dollar amounts into the Project in labor, machinery and materials with an allowance of ten percent (10%) for overhead, all of which are measured in the aggregate: (1) One Hundred Million Dollars ($100,000,000) by the end of calendar year 2014; (2) Three Hundred Fifty Million Dollars ($350,000,000) by the end of calendar year 2016; and (3) One Billion Dollars ($1,000,000,000) by the end of calendar year 2018. The determination as to whether

f.

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any of the dollar amounts in this section has been invested in the Project will be made by County in its reasonable discretion. h. ENN fails to submit accurate and certified expenditure and labor reports as required in Section 15. If the County asserts a violation of this provision 11.4(h), County shall provide ENN notice of the violation and thirty (30) days opportunity to cure the violation. i. Measured from the Close of Escrow of the Phase One Property through the second (2 ) anniversary of such Close of Escrow, fewer than a total of five hundred twelve (512) Direct Jobs have been generated by the Project;
nd

j. Measured six (6) months from the date the Certificate of Occupancy is issued for the Manufacturing Facility through the first anniversary of such date, the Project employs fewer than a total of five hundred (500) Direct Jobs measured in person-years of employment or the equivalent of one person employed for an entire year. In the event County exercises its reversion rights in connection with the foregoing, subject to the notice and hearing provisions in Section 12, ENN hereby agrees to reconvey to the County the Undeveloped portions of the Property less any areas encumbered by Loan Documents as allowed in Section 7.3, within thirty (30) days of receipt of written demand from County. The Undeveloped portions of the Property, less any areas encumbered by Loan Documents as allowed in Section 7.3, shall be reconveyed, without cost to the County, free of all liens, covenants, restrictions, and encumbrances, except those liens, covenants, restrictions, and encumbrances as are acceptable to the County in writing, and subject to rights of reasonable ingress and egress,. 11.5. County’s Rights to Payment. In the event any of the events described above in Section 11.4(a) through (j) occur, subject to the notice and hearing provisions in Section 12, ENN shall pay the County an additional Six Thousand Dollars ($6,000) per acre for any Partially-Improved Property and any additional areas adjacent to such Partially-Improved Property encumbered by Loan Documents as allowed in Section 7.3, within thirty (30) days of receipt of written demand from County. The payment obligation under this Section 11.5 shall be deemed a priority lien against such Partially-Improved Property that is senior to any Loan Documents. 11.6. Lender Rights. [Deleted].

11.7. Loan Subordination. Any Loan Documents to fund any portion of the Project shall be subordinate to the County’s rights in Sections 11.4 and 11.5. 12. Procedures in the Event of Noncompliance.

12.1. Notice Procedures. In the event of any noncompliance with any provision of this Agreement, the party alleging such noncompliance shall deliver to the other a written notice (“Notice”) containing the section of this Agreement alleged to have been violated and the nature of the alleged violation. In the event the Notice is provided by County to ENN, the Notice shall include the date and time for hearing before the Clark County Board of Commissioners to resolve the issues raised in the Notice, including, but not limited to, termination of ENN’s rights to exercise additional phases of the Option and whether to demand that ENN reconvey to the County the Undeveloped portions of the Property as provided in Section 11.4 above and/or demand that ENN pay the amounts due under Section 11.5. Upon delivery or receipt of any Notice, County shall give notice of a Clark County Board of Commissioners meeting to consider the same as provided in NRS 244.034(1).

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12.2. Review by the County Commission and County Remedies. Following consideration of the evidence presented before the Board and a finding by the Board that a violation of the Agreement has been shown, the Board may, in its sole discretion, terminate ENN’s rights to exercise additional phases of the Option, demand that ENN reconvey to the County the Undeveloped portions of the Property as provided in Section 11.4 above, or pay the amounts due under Section 11.5 above, extend deadlines for ENN’s performance under this Agreement, or direct County staff to remedy any County violation on terms provided by the Board. 12.3. ENN’s Remedies. Following consideration of the evidence presented before the Board and a finding that ENN has violated this Agreement, ENN may institute a legal proceeding to determine if in fact such a violation has occurred. ENN acknowledges the County would not have entered into this Agreement if the County were subject to damages. Notwithstanding any other provision in this Agreement, except for specific performance, ENN hereby waives any and all causes of action, including, but not limited to, for monetary damages which arise out of or are related to this Agreement. Termination of this Agreement shall not in any manner rescind, modify, or terminate any certificate of occupancy or any other permit or authorization issued on or before the date of the termination with respect to any property that does not revert to the County pursuant to Section 11. 13. Modifications. No modifications of this Agreement shall be effective unless set forth in writing and signed by both Parties. 14. Time is of the Essence. Time is of the essence with respect to ENN’s exercise of its option to purchase any portion of the Property, the Close of Escrow deadlines provided in Section 6.4, and ENN’s obligations to develop the Property within the timeframes provided in Section 11. 15. Audit and Records. County has the right to cause an audit of ENN’s business to be made by a Certified Public Accountant of County's selection if County determines, in its reasonable discretion, that cause for reversion exists under Section 11.4 or the condition precedent under Section 6.5.2(d) has not been satisfied. Within thirty (30) working days of written request by County, Company agrees to make available to such accountant at a location in the continental United States, accurate books, records, and accounts of all Project costs. ENN agrees to pay to reimburse County for the costs of travel to such location and for the reasonable expenses of such audit if County is successful in establishing any right of reversion and/or right to payment under Sections 11.4 and 11.5 above. 15.1. Sixty (60) days prior to closing of the Phase One Property, ENN shall submit to the County a report of expenditures for monies expended pursuant to Section 6.5.2(d). This report shall be in the same form as for Annual Reports of Expenditures provided below. Following the Commencement of Construction of the Project, ENN shall submit annually, within one hundred twenty (120) days after the end of ENN’s fiscal year, an annual report of expenditures certified by a U.S. Certified Public Accountant as to the accuracy and completeness of the report (“Annual Report of Expenditures”). During the period of construction, the Annual Report of Expenditure shall provide a detailed accounting of all costs greater that Fifty Thousand ($50,000) dollars that ENN has expended in connection with the Project,. Prior to the Commencement of Construction, the Annual Report of Expenditures shall provide a detailed accounting of all costs greater than Ten Thousand Dollars ($10,000). The Annual Report shall be prepared in a form and manner reasonably acceptable to County. The requirement to submit these reports shall expire on December 31, 2019. 15.2. ENN shall submit annually, within 30 days of the anniversary date of this Agreement, certified labor reports and payroll records detailing the number of persons employed and man-hours expended as Direct Labor on the Project. The requirement to submit these reports shall expire on December 31, 2016.

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16. Memorandum of Option Agreement. Concurrently with the execution hereof, County and ENN shall execute and acknowledge the Memorandum of Option Agreement, substantially in the form of Exhibit D attached hereto and incorporated herein by this reference (the “Memorandum”). The Memorandum shall be provided to ENN and be recorded in the Official Records of Clark County, Nevada, promptly upon the full execution of this Agreement. 17. Real Estate Brokers. Each of the Parties hereto represents to the other that it has not entered into any agreement for the payment of any fees, compensation or expenses to any person, firm or corporation in connection with the transactions provided for herein. 18. Entire Agreement. The terms of this Agreement and the Development Agreement constitute the entire Agreement between the Parties pertaining to the subject matter hereof, and all prior or contemporaneous agreements, representations, negotiations and understandings of the Parties, whether oral or written, are hereby superseded and merged herein. 19. Notices. Any and all notices and demands by either Party to the other Party required or desired to be given hereunder shall be in writing and shall be validly given or made only if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, if made by Federal Express or other similar courier service keeping records of deliveries and attempted deliveries or when served by telecopy or similar facsimile transmission. Service by mail or courier shall be conclusively deemed made on the first business day delivery is attempted or upon receipt, whichever is sooner. Facsimile transmissions received during business hours during a business day shall be deemed made on such business day. Facsimile transmissions received at any other time shall be deemed received on the next business day. To County: Clark County Department of Real Property Management 500 S. Grant Central Pky. 4th Floor Box 551825 Las Vegas, NV 89155-1825 Attn: Carel Carter, Director (702) 455 - 4055 ENN Mojave Energy, LLC P.O. Box 400248 Las Vegas, NV 89140 Attn: Mr. De-Ling Zhou 408-433-9890 Jeffrey P. Zucker, Esq. Lionel Sawyer & Collins 300 South Fourth Street Suite 1700 Las Vegas, Nevada 89101 702-383-8845

Fax: To ENN:

Fax: with a copy to:

Fax:

Either Party may change its address for the purpose of receiving notices or demands under this Agreement by a written notice given in the manner required by this Section 18 to the other Party, which notice of change of address shall not become effective, however, until the actual receipt thereof by the other Party.

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20. Binding Effect. This Agreement shall bind and inure to the benefit of the respective heirs, personal representatives, successors in interest, and assigns of the Parties. 21. Further Assurances. The Parties shall at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement or to show the ability to carry out the intent and purposes of this Agreement. 22. Captions. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. 23. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Nevada without regard to its conflicts of laws principles. Clark County, Nevada, shall be the exclusive venue for any action brought by the parties in any way related to this Agreement. 24. Severability. If any term, provision, covenant or condition of this Agreement, or any application thereof, should be held by a court of competent jurisdiction to be invalid, void or unenforceable, all provisions, covenants, and conditions of this Agreement, and all applications thereof, not held invalid, void or unenforceable, shall continue in full force and effect and shall in no way be affected, impaired or invalidated thereby, provided that the invalidity, voidness or unenforceability of such term, provision, covenant or condition (after giving effect to the next sentence in this Section 22) does not materially impair the ability of the parties to consummate the transactions contemplated hereby. In lieu of such invalid, void or unenforceable term, provision, covenant or condition, there shall be added to this Agreement a term, provision, covenant or condition that is valid, not void and enforceable and is as similar to such invalid, void or unenforceable term, provision, covenant or condition as may be possible. 25. Escrow Instructions. The closing of each portion of the Option shall be conducted through escrow with Escrow Agent. The Parties shall execute such escrow instructions not in conflict with the terms hereof as may be required to fully effectuate the terms, covenants and conditions hereof. . 26. Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same Agreement. The signature page of any counterpart may be detached therefrom without impairing the legal effect of any signature(s) thereon, provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached thereto. A facsimile or electronically executed counterpart of this Agreement shall be effective to bind the parties executing the same to the terms of this Agreement. 27. Calculation of Time Periods. If any date herein set forth for the performance of any obligation by County or ENN or for the delivery of any instrument or notice herein provided should be a Saturday, Sunday, or legal holiday, such performance or delivery may be made on the next business day following such Saturday, Sunday, or legal holiday. As used herein, the term “legal holiday,” means any day for which financial institutions or post offices in Nevada are authorized to close for observance thereof, and the term “business day” means any day which is not a Saturday, Sunday, or legal holiday. 28. Exhibits. All attachments referred to herein and attached hereto are hereby made a part hereof and are incorporated herein by this reference. 29. Estoppel Certificates. Each Party agrees at any time, upon not fewer than thirty (30) days’ prior written request by the other Party, to execute, acknowledge and deliver to the requesting Party a

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written statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force as modified and stating the modifications), the portions of the Property that have been acquired by ENN, the payments made by ENN, and such other certification concerning this Agreement as may be reasonably required by the requesting Party or such Party’s lender(s). 30. Force Majeure. Whenever a day is appointed herein on which, or a period of time is appointed in which, either Party hereto is required to do or complete any act, matter or thing, the time for the doing or completion thereof shall be extended by a period of time equal to the number of days on or during which such Party is prevented from, or is unreasonably interfered with, the doing or completion of such act, matter or thing because of war, acts of terrorism, acts of the government in either its sovereign or contractual capacity, inability to obtain suitable equipment or components beyond the control of ENN, fire, floods, earthquakes or other disaster not caused by the intentional acts or acts constituting gross negligence on the part of ENN, or acts of God affecting the continental United States. In no event shall such period of time be extended for Phase One Property beyond six (6) months, for the Phase Two Property beyond five (5) years, for the Phase Three Property beyond two (2) years, and for the Completion of the Project, beyond six (6) years total. 31. Termination. The termination of this Agreement pursuant to the provisions herein shall not terminate the Development Agreement or release any Party from any obligations accruing before such termination 32. No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of ENN and County and is not intended to benefit, either directly or indirectly, any third party or member(s) of the public at large. 33. Assignment. This Agreement shall be personal to ENN and shall not be assignable in whole or in part by ENN, and ENN shall not directly or indirectly encumber, transfer or convey the ownership interests in ENN, except with the prior written consent of County. County agrees to provide such consent if the proposed assignment or transfer by ENN is to a related party. For purposes of this Section 32, “related party” shall mean an entity that ENN controls, ENN is controlled by or is under at least fifty-one percent (51%) common control. ENN shall notify County, in writing, of any such actions. Before any assignment will become effective, the Assignee will, by written instrument, assume and agree to be bound by the terms and conditions of this Agreement during the remainder of the term thereafter. When seeking consent to an assignment hereunder, ENN will submit a copy of the document or instrument of assignment to County. 34. Compliance with Law. ENN at all times, including but not limited to, the time periods of development of the Property agrees to comply with all applicable federal, state and local laws, regulations, codes and ordinances.

[SIGNATURE PAGE FOLLOWS]

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The Parties have executed this Agreement as of the date stated below. ENN: ENN Mojave Energy, LLC, a Nevada limited liability company By: Name: Title: Date: _________________________ _________________________ _________________________ _________________________

COUNTY: BOARD OF COUNTY COMMISSIONERS, COUNTY OF CLARK, STATE OF NEVADA

By: Name: Title: Date:

_________________________ _________________________ _________________________ _________________________

Option Agreement Signature Page

Exhibit A Legal Description of the Property Exhibit B-1 Legal Description of Manufacturing Site Exhibit B-2 Legal Description of Solar Generation Site Exhibit B-3 Legal Description of Phase Two Property Exhibit B-4 Legal Description of Phase Three Property Exhibit B-5 Legal Description of Adjacent Land Exhibit C Form Quitclaim Deed EXHIBIT C-1 Reserved Property for Future Public Improvements Exhibit D Form of Memorandum

EXHIBIT D FORM OF MEMORANDUM APNs: WHEN RECORDED, MAIL TO: _____________________ _____________________ _____________________

MEMORANDUM OF OPTION AGREEMENT THIS MEMORANDUM OF OPTION AGREEMENT (“Memorandum of Option Agreement”) is made this _____ day of __________, 2011, by and between ENN Mojave Energy, LLC, a Nevada limited liability company (“ENN”), and The County of Clark, State of Nevada (“County”). RECITALS A. County is the owner of certain real property located in Clark County, Nevada, more particularly described on Attachment “A” which is attached hereto and incorporated herein by this reference (the “Property”). B. County desires to grant to ENN, and ENN desires to acquire from County, an option to acquire the Property. AGREEMENT THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, County and ENN agree as follows: 1. Grant of Option. County hereby grants to ENN an option to acquire the Property (the “Option”) in accordance with the terms and conditions of that certain unrecorded Option Agreement to Purchase Real Property of even date herewith (the “Option Agreement”) executed by ENN and County. Unless otherwise expressly provided herein, all capitalized terms and phrases in this Memorandum of Option Agreement shall have the same meanings as are given to such terms of the Option Agreement. 2. Exercise. The Option shall be exercisable by ENN in the manner and on the terms and conditions set forth in the Option Agreement, all of which terms and conditions are incorporated herein by this reference. 3. Interpretation. The purpose of this Memorandum of Option Agreement is to give notice of the existence of the rights of ENN under the Option Agreement. If there is any inconsistency between the provisions of this Memorandum of Option Agreement and the provisions of the Option Agreement, the provisions of the Option Agreement shall control.

[SIGNATURE PAGE FOLLOWS]

This Memorandum of Option Agreement is executed by ENN and County as of the date first written above. ENN: ENN Mojave Energy, LLC, a Nevada limited liability company By: _________________________ Name: _________________________ Title: _________________________

STATE OF _______

) ) ss. COUNTY OF _______ ) This instrument was acknowledged before me on __________________, 2011, by ____________________________ as _______________________ of ENN Mojave Energy, LLC, a Nevada limited liability company.

Notary Public

COUNTY: BOARD OF COUNTY COMMISSIONERS, COUNTY OF CLARK, STATE OF NEVADA

By: _________________________ Name: _________________________ Title: _________________________

STATE OF NEVADA ) ) ss. COUNTY OF CLARK ) This instrument was acknowledged before me on __________________, 2011, by ____________________________ as _______________________ of Board of County Commissioners, County of Clark, State of Nevada.

Notary Public

ATTACHMENT “A” TO MEMORANDUM OF OPTION AGREEMENT

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