ASSET PURCHASE AGREEMENT

dated as of May 27th, 2022

between

Adams Solar LLC

Seller,

and

Adams Power LLC

Buyer
RECITALS ......................................................................................................................................3

AGREEMENT .................................................................................................................................3

ARTICLE 1 DEFINITIONS AND CONSTRUCTION ..................................................................3

1.1 Specific Definitions .................................................................................................3

1.2 Construction .............................................................................................................7

ARTICLE 2 PURCHASE AND SALE; PURCHASE PRICE, PAYMENTS AND FEES ............8

2.1 Purchase and Sale ....................................................................................................8

2.2 Payment Procedure ..................................................................................................8
2.3 Purchase Price and Adjustment.. .............................................................................9
2.5 Sales Tax and Closing Costs ..................................................................................10

ARTICLE 3 CONDITIONS PRECEDENT ..................................................................................10

3.1 Conditions Generally .............................................................................................10

3.2 Buyer Conditions Precedent to the Closing ...........................................................10
3.3 Seller Conditions Precedent to the Closing ...........................................................11

ARTICLE 4 CLOSING .................................................................................................................12

4.1 Closing Date...........................................................................................................12

4.2 Deliveries by Seller ................................................................................................12
4.3 Deliveries by Buyer ...............................................................................................12

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER ...................................13

5.1 ................................................................................................................................13
5.1.1 Requisite Authority; Etc ........................................................................................13
5.1.2 No Conflict.............................................................................................................13
5.1.3 Litigation ................................................................................................................13
5.1.4 Approvals and Consents ........................................................................................14
5.1.5 Project Assets .........................................................................................................14
5.1.6 Contracts; Permits and Governmental Approvals..................................................14
5.1.7 Brokers’ Fees .........................................................................................................14
5.1.8 Environmental Disclosure......................................................................................14
5.1.10 Taxes 15
5.1.11 Compliance with Laws. (i) ....................................................................................15
5.1.12 Bankruptcy .............................................................................................................15

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER ....................................15

6.1 Organization of Buyer. .........................................................................................15

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 6.2 Requisite Authority; Etc. .....................................................................................15
6.3 No Conflict. ..........................................................................................................16
6.4 Litigation. .............................................................................................................16
6.5 Approvals and Consents. .....................................................................................16
6.6 Brokers’ Fees .........................................................................................................16

ARTICLE 7 ACCESS TO INFORMATION; PUBLIC ANNOUNCEMENTS ...........................17

7.1 Access to Management, Properties and Records ...................................................17

7.2 Confidentiality .......................................................................................................17
7.3 Restriction on Public Announcements ...................................................................17

ARTICLE 8 COVENANTS ..........................................................................................................18

8.1 Covenants of the Parties.........................................................................................18

8.2 Covenants of Seller ................................................................................................18

ARTICLE 9 INDEMNIFICATION AND REMEDIES ................................................................20

9.1 Survival; Time Limits ............................................................................................20

9.2 Indemnification by Sellers .....................................................................................20
9.3 Indemnification by Buyer ......................................................................................20
9.4 Certain Limitations ................................................................................................21
9.5 Procedure for Indemnification ...............................................................................21

ARTICLE 10 TERMINATION OF AGREEMENT .....................................................................23

10.1 Termination by Mutual Consent ............................................................................23

10.2 Termination by Sellers or Buyer ............................................................................23
10.3 Effect of Termination .............................................................................................23

ARTICLE 11 NOTICES ................................................................................................................24

ARTICLE 12 MISCELLANEOUS ...............................................................................................24

12.1 Successors and Assigns..........................................................................................24

12.2 Entire Agreement; Amendments; Attachments .....................................................24
12.3 Severability ............................................................................................................25
12.4 Governing Law ......................................................................................................25
12.5 Section Headings ...................................................................................................25
12.6 Counterparts ...........................................................................................................25
12.7 Waiver ....................................................................................................................25
12.8 Costs.......................................................................................................................25
12.9 Drafting Interpretation ...........................................................................................25

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 ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (together with all exhibits and schedules
appended hereto, the “Agreement”) dated as of May 27th, 2022 (the “Effective Date”), is made by
and between Adams Solar LLC, a Minnesota limited liability company (the “Seller”), and Adams
Power LLC, a Delaware limited liability company (collectively, the “Buyer”), on the other. Seller
and Buyer are each referred to herein as a “Party” and, together, the “Parties.”

RECITALS

A. Seller is developing a photovoltaic solar electric generating project with an

estimated total nameplate AC capacity of 150 MW AC to be located at Lawrence County,
Kentucky, more particularly identified in Exhibit A hereto (the “Project”).

B. Seller has entered into certain Lease Agreements to secure land for the Project.

C. Buyer and Seller executed a Letter of Intent dated February 28, 2022, and amended
pursuant to those certain addenda dated March 8, 2022 and April 8, 2022, respectively
(collectively, the “LOI”) pursuant to which Buyer and Seller desire that Seller shall sell, assign,
transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the
right, title and interest in the Project Assets and Project Documents (each as defined below), upon
the terms and subject to the conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the representations,

warranties, covenants and agreements contained herein, the adequacy and sufficiency of which are
hereby acknowledged, the Parties agree as follows:

AGREEMENT

ARTICLE 1
DEFINITIONS AND CONSTRUCTION

1.1 Specific Definitions. As used in this Agreement, the following terms shall
have the meaning ascribed to them below:

“Action” means any litigation, cause of action, challenge, appeal (whether administrative
or judicial) arbitration, audit, hearing, suit, investigation or proceeding (whether civil, criminal,
administrative, investigative, or informal) commenced or brought by any Person and conducted,
or heard by or before, or otherwise involving, any Governmental Authority or arbitrator.

“Affiliate” of any Person means any other Person that, directly or indirectly through one or
more intermediaries, Controls, is Controlled by or is under common Control with, that Person.

“Agreement” has the meaning given to it in the Preamble.

“Assignment and Assumption Agreement” has the meaning given to it in Section 4.2(a).

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 “Assumed Liabilities” means all future performance obligations under the Project
Documents, or directly in respect of the Project Assets (and duly assigned to Buyer hereunder),
arising on or after the Closing Date.

“Business Day” means a day on which national banks are open for business in New York,
New York.

“Buyer” has the meaning given to it in the Preamble.

“Buyer Conditions Precedent” has the meaning given to it in Section 3.2.

“Buyer Documents” has the meaning given to it in Section 4.3(f).

“Buyer Indemnified Persons” means Buyer, its Affiliates and each of their respective
directors, managers, members, stockholders, officers, employees and agents.

“Closing” has meaning given to it in Section 2.1.

“Closing Date” has the meaning given to it in Section 4.1.

“Confidential Information” has the meaning given to it in Section 7.2.2.

“Commercial Operation Date” means the last date on which the Project achieves
“commercial operation” as defined in the power purchase agreement executed for the Project with
a power purchaser, such that substantially all (but no less than 90%) of the solar electric generation
equipment in the Project has been commissioned, tested, and interconnected with the power grid,
received permission to operate from the interconnecting utility, and is delivering electric energy
(other than test energy) and receiving compensation under such power purchase agreement.

“Contracts” has the meaning given to it in Section 5.8.

“Control”, “Controlled” or “Controlling” means, with respect to any Person, (a) the ability
to control and effect the day to day management and control of the Person or (b) ownership or
control of greater than fifty percent (50%) of the partnership interests, voting stock or other equity
interests of the Person.

“Damages” means any damages, losses, costs, expenses, expenditures, claims and
liabilities asserted or unasserted, due or to become due (including reasonable counsel fees and
reasonable expenses of investigation, defense and prosecution of any litigation, hearing, complaint,
dispute, arbitration or other action), whether or not involving a claim by a third party. “Damages”
does not include incidental, exemplary, punitive, consequential, indirect, or similar damages,
regardless of whether a Party or Person has been notified of such possible damages.

“Dollars” means, unless otherwise stated, United States (U.S.) dollars.

“Effective Date” has the meaning given to it in the Preamble.

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 “Environmental Laws” means all laws (including rules, regulations, codes, injunctions,
judgments, orders, decrees and rulings thereunder) of Governmental Authorities (and all agencies
thereof) concerning pollution or protection of the environment, including, without limitation, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource
Conservation and Recovery Act of 1976, the Clean Air Act, and the Clean Water Act, each as
amended.

“EPC Contract” means an agreement to be entered into by Buyer after execution of this
Agreement with the EPC Contractor to be selected by Buyer pursuant to which the EPC Contractor
shall provide turnkey construction services for the Project, including, but not limited to design,
engineering, procurement of materials and equipment, construction, testing, supervision, training
and related services.

“EPC Contractor” means the contractor counterparty to the EPC Contract.

“Fundamental Representations” means the representations and warranties set forth in

Sections 5.1.1, 5.1.2, 5.1.5, 5.1.7, 6.1, 6.2, 6.3, and 6.6 of this Agreement.

“GAAP” means generally accepted accounting principles in the United States of America,
as in effect from time to time, consistently applied.

“Governmental Approval” means any authorization, approval, consent, license, ruling,

permit, tariff, certification, exemption, order, recognition, grant, confirmation, clearance, filing or
registration by or with any Governmental Authority.

“Governmental Authority” means any (a) national, state, county, municipal or local
government (whether domestic or foreign), or any political subdivision thereof, (b) any court or
administrative tribunal, (c) any other governmental, quasi-governmental, judicial, public or
statutory instrumentality, authority, body, agency, bureau or entity of competent jurisdiction
(including any zoning authority, or any comparable authority), (d) any non-governmental agency,
tribunal or entity that is vested by a governmental agency with applicable jurisdiction, or (e) any
arbitrator with authority to bind a party at law.

“Indemnified Person” has the meaning given to such term in Section 9.5.

“Indemnifying Party” has the meaning given to such term in Section 9.5.

“Laws” means any law, statute, rule, regulation, ordinance, standard, code, order,
judgment, decision, writ, injunction, decree, certificate of need, award or other governmental
restriction including, without limitation, policy or procedure issued or enforced by any
Governmental Authority.

“Lease” means collectively the Solar Lease Agreements executed as of the Effective Date
or to be executed by Seller as Grantee for the Project Real Property, in the form and substance that
has been approved by Buyer as of the Effective Date, granting to Seller the right to develop,
construct, operate, and maintain the Project on the Project Real Property.

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 “Liability” or “Liabilities” means any liability or obligation whatsoever, whether known
or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or
unliquidated, incurred or due or to become due.

“Lien” means any mortgage, deed of trust, lien (choate or inchoate), pledge, charge,
security interest, assessment, reservation, assignment, hypothecation, defect in title,
encroachments and other burdens, restrictive covenant, condition or restriction or easement or
encumbrance of any kind, whether arising by contract or under any Laws and whether or not filed,
recorded or otherwise perfected or effective under any applicable Laws, or any preference, priority
or preferential arrangement of any kind or nature whatsoever including the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title retention agreement.

“Material Adverse Effect” means any event, occurrence, change or effect of whatever
nature that, individually or in the aggregate, with respect to the Project Assets, has or could
reasonably be expected to have, a material adverse effect on the Project, the development of the
Project or the Project Assets, or a material adverse effect on Sellers’ ability to consummate the
transactions contemplated by this Agreement; provided, however, no event, occurrence, change or
effect shall be deemed a Material Adverse Effect hereunder unless the same, either individually or
in the aggregate, is reasonably anticipated to exceed an out-of-pocket loss of not less than Twenty
Five Thousand and 00/100 Dollars ($25,000.00).

“Notice to Proceed” means a notice from Buyer to EPC Contractor to proceed with
engineering, design, procurement or construction of the Project pursuant to the EPC Contract.

“Party” and “Parties” have the meaning given to them in the Preamble.

“Permits” shall mean all permits, licenses, approvals, variances, waivers, franchises,
certificates, entitlements, certificates of occupancy and other authorizations issued by any
Governmental Authorities, including without limitation siting, zoning and land use approvals and
permits under Environmental Laws, and all amendments, modifications, supplements, general
conditions and addenda thereto, including any permit applications that are pending as of the
Effective Date.

“Person” means any natural person, corporation, limited liability company, partnership,
firm, association, Governmental Authority or any other entity whether acting in an individual,
fiduciary or other capacity.

“Pre-Closing” means the period of time after the Effective Day and prior to the Closing.

“Project” has the meaning given to it in the Recitals.

“Project Assets” means the Lease, and all other assets listed in Schedule 1.1-I, which are
used or held for use by Seller in connection with or otherwise pertaining specifically to the Project,
wherever such assets are located and whether such assets are tangible or intangible, and whether
or not any of such assets have any value for accounting purposes or are carried or reflected on or
specifically referred to in the books or financial statements of Seller, in each case as the same are
in existence as of the Closing Date.

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 “Project Real Property” means the real property and easements on which the Project is
intended to be located, which is more specifically defined as all the real property within a five (5)
mile radius of the substation, as illustrated in Schedule 1.1-F.

“Purchase Price” has the meaning given to it in Section 2.3.

“Representatives” mean an organization’s directors, officers, managers, employees, agents

and representatives, including, without limitation, attorneys, accountants, consultants, potential
lenders, investors and financial advisors.

“Seller” has the meaning given to it in the Preamble.

“Seller Conditions Precedent” has the meaning given to it in Section 3.3.

“Seller Documents” has the meaning given to it in Section 4.2(j).

“Seller Indemnified Persons” means Seller and his Affiliates, and their respective directors,
officers, employees and agents.

“Seller’s Knowledge” shall mean the actual knowledge of such Seller after making due
inquiry. For the purposes of this definition, “due inquiry” means such inquiry as would be made
under the applicable circumstances with respect to the matters in question by a professional solar
energy project developer in the course of developing a photovoltaic solar energy project.

“Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,
environmental, customs duties, capital stock, franchise, profits, withholding, social security,
unemployment, disability, real property, personal property, sales, use, transfer, registration, value
added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including
any interest, penalty, or addition thereto, whether disputed or not and including any obligation to
indemnify or otherwise assume or succeed to the tax liability any other Person.

“Tax Returns” means any report, form, return, statement or other information (including
any amendments) required to be supplied to a Governmental Authority by a Person with respect
to Taxes, including information returns, any amendments thereof or schedule or attachment thereto
and any documents with respect to or accompanying requests for the extension of time in which
to file any such report, return, document, declaration or other information.

“Walk Away Date” means June 21, 2022.

1.2 Construction.

1.2.1 A reference to an Exhibit, Schedule, Article, Section or other

provision shall be, unless otherwise specified, to exhibits, schedules, articles, sections or other
provisions of this Agreement, which exhibits and schedules are incorporated herein by
reference.

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 1.2.2 Any reference in this Agreement to another agreement or document
shall be construed as a reference to that other agreement or document as the same may have
been, or may from time to time be, varied, amended, supplemented, substituted, novated,
assigned, or otherwise transferred.

1.2.3 Any reference in this Agreement to “this Agreement,” “herein,”

“hereof” or “hereunder” shall be deemed to be a reference to this Agreement as a whole and
not limited to the particular Article, Section, Exhibit, Schedule or provision in which the
relevant reference appears and to this Agreement as varied, amended, supplemented,
substituted, novated, assigned or otherwise transferred from time to time.

1.2.4 References to any Party shall, where appropriate, include any

successors, transferees and permitted assigns of such Party.

1.2.5 References to the term “includes” or “including” shall be deemed to

mean “includes, without limitation” or “including, without limitation.”

1.2.6 Terms defined in this Article 1 shall include the singular as well as
the plural.

ARTICLE 2
PURCHASE AND SALE;
PURCHASE PRICE, PAYMENTS AND FEES

2.1 Purchase and Sale. Subject to and upon the terms and conditions of this
Agreement, on the Closing Date, the Parties shall consummate the following transactions (the
“Closing”): (a) Seller shall sell, assign, transfer, convey and deliver to Buyer, irrevocably and
unconditionally, and Buyer shall purchase from Seller, the Project Assets, free and clear of
any Liens incurred by or on behalf of Seller, and (b) Buyer shall pay the Purchase Price to
Seller in accordance with Sections 2.2 and 2.3. Upon and following the Closing, the Buyer
shall own such Project Assets and shall be entitled to all rights, benefits, allocations,
distributions and other incidents of ownership thereof. The Parties further agree that they
shall use commercially reasonable efforts to cause the Closing to take place on or before the
Walk Away Date.

2.2 Payment Procedure. The Parties acknowledge that pursuant to the LOI,
Buyer has previously paid over to Seller an exclusivity payment in the amount of Twenty
Thousand Dollars ($20,000.00) (the “Exclusivity Payment”). On the Closing Date, Buyer
shall pay to Seller the amount of One Hundred Twenty Thousand Dollars ($120,000.00) (the
“Closing Date Payment”). The full amount of the Exclusivity Payment shall be credited
against the Closing Date Payment.

Thereafter, Buyer shall pay the remainder of the Purchase Price in the following
Installments:

2.2.1 within fifteen (15) days after execution of the Generation

Interconnection Agreement, Buyer shall pay to Seller ten percent (10%) of the
Purchase Price;

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 2.2.2 within fifteen (15) days after execution of an energy offtake
agreement, Buyer shall pay to Seller ten percent (10%) of the Purchase Price;

2.2.3 within fifteen (15) days after closing of project financing, which in
this instance shall mean the date the construction loan is funded, Buyer shall pay to
Seller fifty percent (50%) of the Purchase Price;

2.2.4 within fifteen (15) days after mobilization of construction

equipment for roads and solar panel foundations to the Project site, but in any event
not before Buyer giving Notice to Proceed to construction to the applicable EPC
Vendor chosen by the Buyer, Buyer shall pay to Seller twenty-five percent (25%) of
the Purchase Price; and

2.2.5 within fifteen (15) days after the earlier of (i) the Commercial
Operation Date, and (ii) the date upon which Buyer conveys the Project to a third party
purchaser, Buyer shall pay to Sellers the remaining five percent (5%) of the Purchase
Price.

All payments of the Purchase Price shall be payable in immediately available funds to the
accounts provided in Schedule 2.2.

2.3 Purchase Price and Adjustment. Buyer shall pay to Seller a total purchase
price equal to Twenty Five Thousand Dollars ($25,000) per MW (AC) of installed solar
capacity, as defined in the Project Generation Interconnection Agreement, for the Project (the
Purchase Price”). In the event the price payable to the Landowners under the Lease less than
the following: a) $10 per acre for year 1 of the Development Period (as that term is defined
in the Lease) and increasing no greater than $2 per year annually for the Development Period;
and b) $600 per acre for the Operations Period (as that term is defined in the Lease) (“Lease
Savings Rate”), in addition to the Purchase Price, Buyer agrees to pay to Seller an amount
equal to ten percent (10%) of the nominal anticipated savings of the Project development and
operations rent calculated by taking the difference between the Lease Savings Rate under a)
and b) above and the price payable to the Landowners in the executed Lease (“Lease Savings
Adjustment”). Buyer shall pay Seller the Lease Savings Adjustment on an annual basis, with
the Lease Savings Adjustment calculated based on subsection a) above, payable
proportionally within 30 days of the end of the lease anniversary for each year of the
Development Term (as that term is defined in the Lease) and with the Lease Savings
Adjustment calculated based on subsection b) above payable as a lump sum for the entire
Operations Term within 30 days of the first anniversary of the Commercial Operations Date.
For the avoidance of doubt, if the rates payable under the Lease exceed the Lease Savings
Rate, Seller shall not be entitled to any Lease Savings Adjustment.

2.4 Development Service Agreement. Concurrent with the Closing of this

Agreement, Buyer and Seller or an Affiliate of Seller, shall enter into a Development Services
Agreement (the “Development Services Agreement”), for Seller to provide development
services for the Project. The Development Services Agreement will provide for a payment of
Seven Thousand Five Hundred Dollars ($7,500.00) per month plus reasonably incurred and
documented expenses associated with such services. Such Development Services Agreement

9
will be for a minimum of a six (6) month term and shall be substantially in the form of the
Development Services Agreement attached as Exhibit B.

2.5 Sales Tax and Closing Costs. All sales, transfer, filing, recordation,
registration, documentary, stamp and similar Taxes and fees arising from or related to the
closing of the transaction contemplated hereunder and the conveyance of the Project Assets
shall be borne by the Party who incurred or was assessed the same.

2.6 No Assumption of Liabilities. At the Closing, the Buyer shall not assume
any Liabilities of the Seller other than the Assumed Liabilities and no part of the Project
Assets shall be subject to any Liabilities of the Seller other than the Assumed Liabilities. The
Seller shall pay, perform and discharge prior to the Closing all Liens and Liabilities in respect
of the Project Assets.

ARTICLE 3
CONDITIONS PRECEDENT

3.1 Conditions Generally. Buyer’s obligation to cause the Closing to occur is

subject to the satisfaction by Seller or waiver by Buyer in writing in its sole discretion, of each
of the Buyer Conditions Precedent, and Seller’s obligation to cause the Closing to occur is
subject to the satisfaction by Buyer, or waiver by Seller in writing in his sole discretion, of
each of the Seller Conditions Precedent, in each case within the applicable time periods
therefor. Seller and Buyer expressly acknowledge and agree that each of the Buyer
Conditions Precedent are for the sole benefit of and may only be waived by Buyer in writing,
and that each of the Seller Conditions Precedent are for the sole benefit of and may only be
waived by Seller. Each Party also covenants and agrees to use its respective commercially
reasonable efforts to cause the conditions in Sections 3.2 and 3.3 to be achieved.

3.2 Buyer Conditions Precedent to the Closing. The following conditions

precedent (the “Buyer Conditions Precedent”) shall be satisfied by Seller or waived in writing
by Buyer in its discretion, on or before the Closing Date:

3.2.1 the representations and warranties made by Seller herein shall be true
and correct in all respects as of the Closing Date;

3.2.2 Seller shall have performed and complied, in all material respects,
with the agreements, covenants and obligations required by the Agreement to be so performed
or complied with by Seller at or before Closing;

3.2.3 Seller shall have made all deliveries required of Sellers under Article
4;

3.2.4 there shall not be any Actions (filed by a Person other than Buyer or
any of its Affiliates), Laws, or orders of a Governmental Authority restraining, enjoining or
otherwise prohibiting or making illegal or threatening to restrain, enjoin or otherwise prohibit
or make illegal the consummation of the transaction;

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 3.2.5 all third-party filings, consents, notices, waivers and approvals set
forth in Schedule 3.2.5 shall have been obtained by Seller, delivered to Buyer by Seller, and
be in full force and effect, and Seller shall have paid any costs, expenses or fees incurred by
it or assessed against it related thereto;

3.2.6 there is no Action, suit, investigation or proceeding by or before any

court or other Governmental Authority or any Person that shall have been instituted or
threatened with respect to Seller and/or any of his Affiliates or the Project Assets, which seeks
to or would reasonably be expected to (a) have a Material Adverse Effect; or (b) challenge,
rescind, revoke, or invalidate any Governmental Approvals, or third-party approvals, waivers,
consents listed on Schedule 3.2.5;

3.2.7 Lease. The Lease shall be in full force and effect, shall not have been
denied, conditioned, rejected, terminated, or withdrawn, and all consents or approvals of
necessary to assign the Lease to Buyer shall have been received, all in form and substance
acceptable to Buyer;

3.2.8 Liens. The Project Assets shall be free and clear of any Liens;

3.2.9 No Material Adverse Effect. No event shall have occurred after the
Effective Date which has or is likely to have a Material Adverse Effect.

3.2.10 Buyer Approvals. Buyer shall have received all necessary approvals
of its management, member(s) and board.

3.2.11 Buyer Due Diligence. Buyer shall have completed all due diligence
with respect to the Project and the Project Assets which it deems necessary or desirable, and
shall be satisfied with the results of such due diligence, in each case in its sole discretion.

3.3 Seller Conditions Precedent to the Closing. The following conditions

precedent (the “Seller Conditions Precedent”) shall be satisfied by Buyer or waived in writing
by Seller, on or prior to the Closing Date:

3.3.1 the representations and warranties made by Buyer herein shall be

true and correct in all respects as of the Closing Date;

3.3.2 Buyer shall have performed and complied, in all material respects,
with the agreements, covenants and obligations required by the Agreement to be so performed
or complied with by Buyer at or before Closing;

3.3.3 Buyer and Seller shall have entered into the Development Services
Agreement.

3.3.4 Buyer shall have made all deliveries required of Buyer under
Article 4;

3.3.5 there shall not be any Actions (filed by a Person other than a Seller
or any of its Affiliates), Laws, or orders of a Governmental Authority restraining, enjoining

11
or otherwise prohibiting or making illegal or threatening to restrain, enjoin or otherwise
prohibit or make illegal the consummation of the transaction; and

3.3.6 all third-party filings, consents, notices, waivers and approvals set
forth in Schedule 3.3.5 shall have been obtained by Buyer, delivered to Sellers by Buyer, and
be in full force and effect, and Buyer shall have paid any costs, expenses or fees incurred by
it or assessed against it related thereto.

ARTICLE 4
CLOSING

4.1 Closing Date. Subject to the terms and conditions hereof, within four (4)
Business Days of the satisfaction or waiver of the conditions precedent set forth in Article 3
(other than conditions that can be satisfied at the Closing), the Parties shall consummate the
Closing. The Closing shall take place at such place and on such other date as the Parties
mutually agree in writing (the actual date of the Closing is referred to herein as the “Closing
Date”), but not later than the Walk Away Date.

4.2 Deliveries by Seller. Seller shall deliver or cause to be delivered the

following items to Buyer (or Buyer’s designee) at or prior to the Closing, each duly executed
and acknowledged by Sellers:

(a) A Bill of Sale, and Assignment and Assumption Agreement substantially in

the form set forth in Exhibit C (the “Assignment and Assumption Agreement”);

(b) Assignment of Lease substantially in the form set forth in Exhibit D (the
“Assignment of Lease”)

(c) a certification from Seller in form reasonably acceptable to Buyer that all
representations and warranties made by Seller herein are true and correct as of the
Closing Date;

(d) a duly executed counterpart/copy of this Agreement and the Development

Services Agreement;

(e) all documents, information, correspondences, and materials sent or received

by Seller or any of its Representatives relating to the Actions, suits or proceedings
described in Schedule 3.2.6, if any; and

(f) all other documents, instruments and certificates required to be delivered by

Seller to Buyer pursuant to this Agreement or, each other agreement, document or
instrument to be executed by it in connection herewith (collectively, the “Seller
Documents”), including any Seller Documents necessary to satisfy the Buyer
Conditions Precedent.

4.3 Deliveries by Buyer. Buyer shall deliver, cause to be delivered to Seller (or
Seller’s designees), or perform, the following items at or prior to the Closing, each duly
executed and acknowledged by Buyer:

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 (a) the Assignment and Assumption Agreement and Assignment of Lease;

(b) a certification from Buyer in form reasonably acceptable to Sellers that all
representations and warranties made by Buyer herein are true and correct as of the
Closing Date;

(c) a duly executed counterpart/copy of this Agreement and the Development

Services Agreement; and

(d) deliver all documents, instruments and certificates required to be delivered

by Buyer to Seller pursuant to this Agreement (collectively the “Buyer
Documents”), including any Buyer Documents necessary to satisfy the Seller
Conditions Precedent.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF SELLER

5.1 Seller represents, warrants and covenants, that, as of the Effective Date and
the Closing Date, all of the statements contained in this Section 5.1 are true and correct:

5.1.1 Requisite Authority; Etc. It is duly organized and validly existing

under the laws of the State of Minnesota, and has all requisite power and authority to execute
and deliver this Agreement and the other Seller Documents, if applicable, and to perform the
obligations hereunder and thereunder. It has taken all necessary actions to authorize the
execution and delivery of this Agreement and the other Seller Documents, as applicable, and
to consummate the transactions contemplated hereby and thereby and to perform their
respective obligations hereunder and thereunder. This Agreement and the other Seller
Documents have been or, as applicable, at the Closing Date, will have been, duly executed
and delivered by it and constitute valid and binding agreements of it, enforceable in
accordance with their respective terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
affecting the enforcement of creditors’ rights generally and general principles of equity.

5.1.2 No Conflict. Neither the execution and delivery of this Agreement

nor the consummation of the transactions contemplated hereunder by it will (a) violate the
provisions of any Laws applicable to it; (b) violate any judgment, decree, order or award of
any court or Governmental Authority applicable to it; or (c) conflict with or result in the
breach or termination of any term or provision of, or constitute a default under, or cause any
acceleration under, or cause the creation of any Lien upon its assets of pursuant to, or create
in any party the right to accelerate, terminate, modify, or cancel any indenture, mortgage, deed
of trust or other instrument or agreement to which it is a party or by which it or any of its
assets is bound.

5.1.3 Litigation. Except as described in Schedule 3.2.6, there is no Action,

suit, investigation or proceeding by or before any court or other Governmental Authority or
any Person that shall have been instituted, threatened in writing or, to Seller’s Knowledge,

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otherwise threatened with respect to it and/or any of its Affiliates, or the Project Assets which
seeks to or would reasonably be expected to (i) impair, restrain, prohibit or invalidate the
transactions contemplated by this Agreement, or adversely affect its ability to perform its
obligations hereunder or thereunder; (ii) have a Material Adverse Effect on it, any of its
Affiliates, the Project, or the Project Assets; or (iii) challenge, rescind, revoke, or invalidate
any Permit, Governmental Approvals, or third-party approvals, waivers, consents listed on
Schedule 3.2.5.

5.1.4 Approvals and Consents. Assuming the receipt, completeness,

effectiveness and validity of the Permits, Government Approvals and consents set forth in
Schedule 3.2.5, it is not, and will not be, required to give any notice, make any filing, or obtain
any other Permits, Governmental Approvals, or any consent or approval from any third party
or Government Authorities to execute, deliver or perform any of this Agreement, and other
documents as required hereunder, or to consummate the transactions contemplated thereby.

5.1.5 Project Assets. All material Project Assets are set forth in the
Schedules referenced in the definition of Project Assets herein. Seller has good, valid and
marketable title to the Project Assets which it owns, free and clear of all Liens. No third party
has any ownership interest in, option, purchase right, right of first refusal or other rights with
respect to, any of the Project Assets owned by it and conveyed hereunder.

5.1.6 Contracts; Permits and Governmental Approvals. Other than the

Project Assets, it has not entered any contract or agreement affecting the Project or otherwise
related to the Project on or prior to the Effective Date. With respect to the Project Assets:

(a) it has delivered to Buyer full and complete copies of all of the documents
executed or possessed by it, and any amendments thereto which are included in the Project
Assets;

(b) Seller, and to Seller’s Knowledge, no other party to any Project documents
executed by Sellers, is in material breach or default, and no event has occurred which with
the passage of time or notice would constitute a default, permit termination, modification or
acceleration under, or result in the creation of any Lien under any Project document executed
by it; and

(c) Seller has not applied for or received any Permits or Governmental
Approvals authorizing construction, operation, or maintenance of the Project on the Project
Real Property.

5.1.7 Brokers’ Fees. There are no fees or commissions payable by it to

any broker, finder or agent with respect to the transactions contemplated by this Agreement
as a result of its, or any of its Affiliates’, actions for which Buyer could become liable or
obligated or which could result in the imposition of any Lien upon the Project.

5.1.8 Environmental Disclosure. (a) It has complied in all material

respects with all Environmental Laws relating to the Project Assets, and to Seller’s
Knowledge, not otherwise violated any Environmental Laws relating to the Project Real
Property and, (b) no Action has been filed, commenced or threatened against Seller, or its

14
 Affiliates, or the Project Real Property alleging any failure by Seller to comply with any
Environmental Law relating to the Project Real Property.

5.1.9 Schedule 5.1.9 contains a true, correct and complete list of any
environmental investigations, studies, audits, tests, reviews or other analyses conducted on
behalf of, or that are in the possession of, it, or any of its Affiliates in relation to the Project
Real Property. It has provided to Buyer true and complete copies of all documents listed on
Schedule 5.1.9.

5.1.10 Taxes. No Tax Returns have been required to be filed by Seller with
respect to the Project. To Seller’s Knowledge, there are no (a) actions or proceedings
currently pending or threatened in writing against Seller by any Governmental Authority for
the assessment or collection of Taxes with respect to the Project; (b) audits or other
examinations of any Tax Return with respect to the Project in progress nor has Seller been
notified in writing of any request for examination; and (c) claims for assessment or collection
of Taxes that have been asserted in writing against Seller with respect to the Project.

5.1.11 Compliance with Laws. (i) To Seller’s Knowledge, Seller has

complied in all material respects with all applicable Laws; (ii) no notice, charge, claim, Action
or assertion has been filed, commenced or threatened in writing against Seller alleging any
violation of any of the foregoing, which such notice, charge, action or assertion remains
threatened or pending; and (iii) no investigation with respect to any of the foregoing has been
commenced and remains unresolved.

5.1.12 Bankruptcy. There are no bankruptcy, reorganization or

arrangement proceedings pending against or being contemplated by or threatened against
Seller.

5.1.13 Suitability for Project. To Seller’s Knowledge, there are no facts or

circumstances which tend to establish or suggest that the Project Real Property or the Project
Assets are unsuitable for development of the Project.

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents, warrants and covenants that, as of the Effective Date, all of the statements
contained in this Article 6 are true and correct:

6.1 Organization of Buyer. It is duly organized and validly existing under the
laws of the State of Delaware, and has all requisite power and authority to own its assets, and
to carry on its business as now being conducted. It is duly qualified to do business in and is
in good standing in each jurisdiction in which its ownership of property or the character of its
business requires such qualification.

6.2 Requisite Authority; Etc. It has all requisite power and authority to execute
and deliver this Agreement and the other Buyer Documents, if applicable, and to perform the

15
obligations hereunder and thereunder. It has taken all necessary actions to authorize the
execution and delivery of this Agreement and the other Buyer Documents, as applicable, and
to consummate the transactions contemplated hereby and thereby and to perform their
respective obligations hereunder and thereunder. This Agreement and the other Buyer
Documents have been or, as applicable, at the Closing Date, will have been, duly executed
and delivered by it and constitute valid and binding agreements of it, enforceable in
accordance with their respective terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws
affecting the enforcement of creditors’ rights generally and general principles of equity.

6.3 No Conflict. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereunder by it will (a) violate or conflict
with its formation or organizational documents; (b) violate the provisions of any Laws
applicable to it; (c) violate any judgment, decree, order or award of any court or Governmental
Authority applicable to it; (d) conflict with or result in the breach or termination of any term
or provision of, or constitute a default under, or cause any acceleration under, or cause the
creation of any Lien upon its assets of pursuant to, or create in any party the right to accelerate,
terminate, modify, or cancel any indenture, mortgage, deed of trust or other instrument or
agreement to which it is a party or by which it or any of its assets is bound.

6.4 Litigation. Except as described in Schedule 3.2.6, there is no Action, suit,

investigation or proceeding by or before any court or other Governmental Authority or any
Person (other than Seller or his Affiliates) that shall have been instituted or to such Buyer’s
knowledge, threatened with respect to it and/or any of its Affiliates which seeks to or would
reasonably be expected to (i) impair, restrain, prohibit or invalidate the transactions
contemplated by this Agreement, or adversely affect its ability to perform its obligations
hereunder or thereunder; or (ii) have a Material Adverse Effect.

6.5 Approvals and Consents. It is not, and will not be, required to give any
notice, make any filing, or obtain any Permits, Governmental Approvals, or any consent or
approval from any third party or Government Authorities to execute, deliver or perform any
of this Agreement, and other documents as required hereunder, or to consummate the
transactions contemplated thereby.

6.6 Brokers’ Fees. There are no fees or commissions payable to any broker,
finder or agent with respect to the transactions contemplated by this Agreement as a result of
Buyer’s or any Affiliate of Buyer’s actions for which Seller or his Affiliates could become
liable or obligated or which could result in the imposition of any Lien upon the Project Assets.

6.7 Compliance with Laws. (i) To Buyer’s knowledge, Buyer has complied in
all material respects with all applicable Laws; (ii) no notice, charge, claim, Action or assertion
has been filed, commenced or threatened in writing against Buyer alleging any violation of
any of the foregoing, which such notice, charge, action or assertion remains threatened or
pending; and (iii) no investigation with respect to any of the foregoing has been commenced
and remains unresolved.

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 6.8 Bankruptcy. There are no bankruptcy, reorganization or arrangement
proceedings pending against or being contemplated by or threatened against Buyer.

6.9 Lease. Buyer has reviewed and assisted in the preparation of the Lease, and
to Buyer’s knowledge, there are no provisions in the Lease which prevent Buyer from utilizing
the leased real property as intended and to develop the Project.

ARTICLE 7
ACCESS TO INFORMATION; PUBLIC ANNOUNCEMENTS

7.1 Access to Management, Properties and Records.

7.1.1 Through the Closing Date and for a period ending three (3) months
after the Closing Date, upon reasonable notice, Seller shall afford to Buyer and its Affiliates
and each of their Representatives reasonable access to (a) any records and files relating to the
Project Assets, (b) records and files relating to the Project Assets and the Project, and (c) the
Project Real Property.

7.2 Confidentiality

7.2.1 Each of the Parties has furnished and will continue to furnish the
other Party with certain information which is either non-public, confidential or proprietary in
nature and which (a) is not already known to Persons other than the disclosing Party and
(b) has not been independently developed by the receiving Party.

7.2.2 Such information described in Section 7.2.1, together with all

analyses, compilations, data, studies or other documents prepared by the applicable Party or
any of its Affiliates or any of their respective Representatives containing or based in whole or
in part on any such furnished information is hereinafter referred to as “Confidential
Information.”

7.2.3 Subject to the requirements of Laws or any order of a Governmental

Authority or stock exchange rule, each Party hereby agrees to (a) treat the Confidential
Information of the other Party as confidential and use the same standard of care in handling
such information as it uses with respect to its own confidential information, but in no event
less than a reasonable standard of care; (b) use the Confidential Information solely in
connection with the consummation of the transactions contemplated by this Agreement; and
(c) transmit the Confidential Information only to those Representatives of each Party who, in
such Party’s reasonable opinion, need to know the Confidential Information and who agree
to comply with the confidentiality requirements of this Agreement.

7.3 Restriction on Public Announcements. No public statement, press release

or other voluntary publication regarding this Agreement or the transactions to be made
hereunder shall be made or issued without the prior consent of the other Party, which shall
not be unreasonably withheld; provided, that following the Closing, Buyer shall be permitted
to make public announcements, without the consent of any Party, regarding the Project and
its acquisition, development, ownership and operation thereof.

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 ARTICLE 8
COVENANTS

8.1 Covenants of the Parties. Each Party shall (a) as promptly as is reasonably
practicable, diligently and in good faith use commercially reasonable efforts to cause to be
satisfied the Closing conditions set forth in Article 3 to be satisfied by such Party, and
(b) coordinate and cooperate with the other Parties in providing such information and
supplying any assistance reasonably requested by such other Party in connection with the
foregoing. Without limiting the generality of the foregoing or any other provision of this
Agreement regarding approvals, each Party shall use commercially reasonable efforts to
obtain all authorizations, consents, orders, and approvals of, and as promptly as reasonably
practicable to give all notices to and make all filings with, all Governmental Authorities
(including those pertaining to the Governmental Approvals) and third parties that may be or
become necessary for the performance of its obligations under this Agreement and shall
reasonably cooperate with the other Parties in seeking to obtain all such authorizations,
consents, orders, and approvals, giving such notices, and making such filings as promptly as
reasonably practicable.

8.2 Covenants of Seller.

8.2.1 During the Pre-Closing period, Seller shall:

(i) conduct its business in the ordinary course consistent with past practices,
and maintain and preserve in all material respects the Project Assets and the Project to the extent
possible in the exercise of commercially reasonable efforts without incurring material costs;

(ii) maintain all existing business permits, licenses, qualifications and

authorizations;

(iii) not enter into or modify any Project Assets or material contracts relating to
the Project without the prior written consent of Buyer;

(iv) not take any action which would have a Material Adverse Effect upon any
Project Asset or the Project Real Property or that would cause the Project Assets or Project Real
Property to become less suitable for the development, construction, operation, or maintenance of
the Project;

(v) act in good faith in order to maintain satisfactory relationships with the
counterparties to the Project Assets and other third persons with regard to the development of the
Project;

(vi) comply with applicable Laws;

(vii) not, except with Buyer’s prior written consent, do any of the following:
(a) sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease,
exchange, mortgage, pledge, transfer or otherwise dispose of, any of the Project Assets other than
through this Agreement; (b) amend or modify any Permits, or any Permit applications (if any); (c)
participate in any regulatory or approval proceedings related to the Project; or (d) take any action

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or fail to take any action that Seller knows or reasonably should know could have a Material
Adverse Effect; and

(viii) at the request of Buyer, provide those services more particularly set forth in
the Development Service Agreement, if executed during the Pre-Closing period.

8.2.2 Notification of Litigation. During the Pre-closing period, Seller shall

promptly notify Buyer (in writing after Seller has notice thereof), and Buyer shall promptly
notify Seller (in writing after Buyer has notice thereof), and keep such other Parties advised,
as to any Action pending or threatened against such Party and known to such Party that
challenges the transactions contemplated hereby or any manner relates to the Project, or the
Project Assets.

8.2.3 Material Adverse Effect. Seller shall give prompt notice to Buyer of
any Material Adverse Effect of which Seller has knowledge. If at any time during the Pre-
Closing period, any circumstance or event shall occur that causes a Material Adverse Effect,
Buyer shall have the right, within ten (10) days after receiving or giving the notice, to provide
written notice to Seller that it will terminate this Agreement but only if Seller has not cured
or remedied such affect within thirty (30) days; provided, however, nothing herein shall
obligate or require Seller to pay any compensation to cure unless expressly agreed in writing
by Buyer and Seller.

8.2.4 Condemnation. If at any time during the Pre-Closing period, title to

or the use of all or a material portion of the Project Real Property is the subject of an Action
in condemnation, upon its receipt of notice thereof, Seller shall promptly notify Buyer by
written notice and Buyer shall have the right, within ten (10) days after receiving such notice,
to provide written notice to Seller that Buyer is terminating the Agreement.

8.2.5 Development Activities. During the Pre-Closing period, (a) Seller

shall use commercially reasonable efforts to take all actions reasonably necessary at the stage
of development of the Project to further the development of the Project consistent with any
development schedule or similar documents mutually approved by Buyer and Seller in
connection with the Project and with Seller’s prior development activities with respect to the
Project, and (b) Seller shall use commercially reasonable efforts to maintain all existing
relationships with the material agents, customers and vendors of Seller and any Governmental
Approvals, Permits or interconnection or transmission rights or positions. Notwithstanding
the foregoing, Seller acknowledges and agrees that its performance, and that of the Project
Company, shall not serve to modify nor constitute a waiver by Buyer of Seller’s obligations,
representations, covenants or conditions precedent arising under this Agreement.
Notwithstanding anything to the contrary contained herein, nothing in this Section 8.2.5 shall
require or obligate Seller to incur any out-of-pocket expense, obligation, or other liability
unless mutually approved by Buyer and Seller.

8.3 Pre-Closing Covenant of Buyer. The Parties acknowledge that Buyer has filed an
application for interconnection with PJM for the Project (the “PJM Application”). The PJM
Application is not part of this Agreement or the Project Assets and Buyer agrees to indemnify
and hold Seller, and its subsidiaries, affiliates, parent, owners, officers, directors, employees,

19
agents, partners, and representatives, including, but not limited to, Adams Solar (the “Seller
Pre-Closing Indemnitees”), harmless from any claim, demand, damage, loss, penalty, fine,
fee, assessment, or any other monetary obligation, including, but not limited to, court costs
and attorney’s fees, incurred by any Seller Pre-Closing Indemnitee due to or arising out of or
related to any pre-Closing obligation under the PJM Application or the Lease, including, but
not limited to, any claims or demands for payment made by the landowner under such Lease,
or such other third-party claims brought in connection with the Lease and PJM Application,
or Buyer’s violation of any rights of another, until the Closing Date or earlier termination
hereunder. In the event the Parties fail to proceed to Closing and terminate this Agreement
for any reason, all amounts paid by the Buyer under the foregoing Lease or PJM Application
shall be “non-refundable” and shall not otherwise affect the Purchase Price, Closing Payment,
or Exclusivity Payment hereunder, and Buyer accepts the same at its sole risk. Nothing herein
shall transfer any title to the Project or any Project Assets, except upon the Closing hereunder,
and Buyer acknowledges and agrees that the foregoing is reasonable and desirable in order to
expedite the Project in advance of Closing.

8.4 Post-Closing Covenant of Seller. Subsequent to the Closing, in addition to

all other obligations herein, Seller shall perform those services and undertake those
obligations set forth in the Development Service Agreement.

ARTICLE 9
INDEMNIFICATION AND REMEDIES

9.1 Survival; Time Limits. All representations and warranties, covenants, and
obligations in this Agreement or any other Project Document shall survive the Closing until
the final date for any assertion of claims as set forth in this Section 9.1. All claims for
indemnification pursuant to this Article 9 resulting from breaches of representations or
warranties and breaches of covenants shall be forever barred unless the Party seeking
indemnification notifies the other Party of the indemnification claim within two (2) years after
the Closing Date; provided, however, that (a) the Fundamental Representations, and any
claims based upon fraud, misrepresentation, or willful misconduct shall survive the Closing
until the expiration of the statute of limitations, and (b) the representations and warranties set
forth in Section 5.1.10 (Taxes) shall survive until the expiration of the statute of limitations.
The applicable survival period shall continue in effect with respect to such claim until such
claim shall have been finally resolved or settled.

9.2 Indemnification by Sellers. From and after the Closing or any earlier
termination of this Agreement, subject to the other provisions of this Article 9, Seller shall,
jointly and severally, defend, indemnify and hold harmless all Buyer Indemnified Persons
from and against, and will pay to Buyer on behalf of any such Buyer Indemnified Person the
amount of, any Damages incurred by any Buyer Indemnified Person as a result of, caused by,
arising out of, or in any way relating to (a) any breach of any representation or warranty
contained in Article 5, and (b) any breach by Seller of any agreement or covenant of Seller in
this Agreement.

9.3 Indemnification by Buyer. From and after the Closing, subject to the other
provisions of this Article 9, Buyer shall defend, indemnify and hold harmless Seller

20
 Indemnified Person from and against, and will pay to Seller on behalf of any such Seller
Indemnified Person the amount of, any Damages incurred by any Seller Indemnified Person
as a result of, caused by, arising out of, or in any way relating to (a) any breach of any
representation or warranty contained in Article 6 and (b) any breach by Buyer of any
agreement or covenant of Buyer in this Agreement.

9.4 Certain Limitations

9.4.1 Exclusive Remedy. From and after the Closing, absent fraud, the
right of the Parties to assert indemnification claims and receive indemnity payments under
this Agreement shall be the sole and exclusive right and remedy exercisable by the Parties
with respect to any Damages arising out of any breach by any Party of any representation,
warranty, covenant, obligation, or agreement of such Party set forth in this Agreement, and
neither Party will have any other remedy (statutory, equitable, common law or otherwise)
against the other Party and its Affiliates and its and their respective employees, shareholders,
members, managers, officers, directors, agents, advisors or other representatives with respect
to any such matters, and all such other remedies are hereby waived; provided, that the
foregoing limitation is without prejudice to, and shall not apply to Seller’s ability to seek
recovery of any amounts owed and not paid under Article 2 in accordance with the provisions
of Section 12.4 and applicable law.

9.4.2 Aggregate Liability.

(a) Notwithstanding anything to the contrary in this Agreement, the aggregate

Damages of either Party under or arising out of or in connection with this Agreement (whether
based on negligence, breach of contract or otherwise) shall in no case exceed the Purchase Price;
provided, however, Seller’s liability shall be further limited to the actual amount(s) of the Purchase
Price paid by Buyer to Seller hereunder. The foregoing aggregate limit will not apply to (i) any
action to seek recovery of a payment owed by Buyer under Article 2, (ii) indemnification claims
brought with respect to third party claims asserted against an Indemnified Person by a third party,
or (iii) any claims arising from the fraud, gross negligence, or willful misconduct of the Party
against whom the claim is made, regardless of its amount.

(b) Each Indemnified Person shall take all commercially reasonable steps to
mitigate all Damages relating to a claim, including availing itself of any defenses, limitations,
rights of contribution, claims against third Persons, including proceeds of insurance and warranty
and damages claims, and other rights at law or equity, and shall provide such evidence and
documentation of the nature and extent of the claim as may be reasonably requested by the other
Party.

9.5 Procedure for Indemnification. Other than with respect to any third party
claim as provided in Section 9.5.1, Buyer or any Seller, as applicable, on behalf of itself or
another Buyer Indemnified Person or Seller Indemnified Person, as applicable (Buyer or each
Seller, in such capacity, an “Indemnified Person”) shall give to the other Party (in such
capacity, an “Indemnifying Party”) notice of any matter that such Indemnified Person has
determined has given rise to a right of indemnification under this Article 9, as soon as
reasonably practicable after making such determination but in any event within forty-five

21
(45) days of such determination; provided, however, that the failure to provide such notice
shall not release the Indemnifying Party from any of its obligations under this Article 9 except
to the extent that the Indemnifying Party is materially prejudiced by such failure.

9.5.1 If a claim by a third party is made against a Seller Indemnified Person

or a Buyer Indemnified Person, as applicable, and if Buyer or one or more Sellers, in its
capacity as the Indemnified Person, intends to seek indemnification with respect thereto
hereunder, such Indemnified Person shall promptly furnish written notice to the Indemnifying
Party of such claim. The failure of the Indemnified Person to deliver prompt written notice
of a claim shall not affect the indemnity obligations of the Indemnifying Party hereunder
except to the extent the Indemnifying Party was substantially disadvantaged by such delay in
delivery of notice of such claim. The Indemnifying Party shall have thirty (30) days after
receipt of such notice to elect to undertake, conduct and control (through counsel of its own
choosing and at its own expense) the settlement or defense thereof, and the Indemnified
Person shall cooperate with it in connection therewith; provided, that the Indemnified Person
may control such proceeding, if (a) the Indemnifying Party chooses counsel not reasonably
acceptable to such Indemnified Person, (b) the Indemnifying Party does not pursue with
reasonable diligence such defense, negotiation or settlement, or (c) in the reasonable opinion
of such Indemnified Person and its counsel, such action, suit or proceeding involves the
potential imposition of criminal liability upon such Indemnified Person or a conflict of interest
between such Indemnified Person and the Indemnifying Party. The Indemnifying Party shall
permit the Indemnified Person to participate in such settlement or defense through counsel
chosen by such Indemnified Person (but the fees and expenses of such counsel shall be borne
by such Indemnified Person). No compromise or settlement of any third party claim may be
effected by the Indemnifying Party without the Indemnified Person’s consent unless (i) there
is no finding or admission of any violation of applicable Law or admission of wrongdoing, or
misconduct; (ii) such compromise or settlement does not involve the entry by the Indemnified
Person of a consent order or similar agreement with any Governmental Authority that would
encumber any of the assets of an Indemnified Person or impose a restriction on or otherwise
materially adversely affect any Indemnified Person or the conduct of its business; (iii) as a
condition of any such compromise or settlement, the Indemnifying Party obtains a complete
release of any Indemnified Person potentially affected by such third party claim; and (iv) the
sole relief provided is monetary damages that are paid in full by the Indemnifying Party. So
long as the Indemnifying Party, at the Indemnifying Party’s cost and expense, (1) has
undertaken the defense of, and assumed full responsibility for, all indemnified Damages with
respect to such claim; (2) is reasonably contesting such claim in good faith, by appropriate
proceedings; and (3) has taken such action (including the posting of a bond, deposit, or other
security) as may be necessary to prevent any action to foreclose a lien against or attachment
of the property of Seller Indemnified Person for payment of such claim, the Indemnified
Person shall not pay or settle any such claim. Notwithstanding compliance by the
Indemnifying Party with the preceding sentence, the Indemnified Person shall have the right
to pay or settle any such claim, but in such event it shall waive any right to indemnity by the
Indemnifying Party for such claim. If the Indemnifying Party fails, within thirty (30) days
after the receipt of the Indemnified Person’s notice of a claim of indemnity hereunder, to
notify the Indemnified Person that the Indemnifying Party elects (at the Indemnifying Party’s
cost and expense) to undertake the defense thereof and assume full responsibility for all
indemnified Damages with respect thereto, or fails, at any time after having given such notice,

22
to contest such claim in good faith or to prevent action to foreclose a lien against or attachment
of the Indemnified Person’s property as contemplated above, the Indemnified Person shall
have the right to contest, settle, or compromise such claim and the Indemnified Person shall
not thereby waive any right to indemnity for such claim under this Agreement; provided that
the Indemnified Person shall not settle or compromise any such claim without the prior written
consent of the Indemnifying Party.

ARTICLE 10
TERMINATION OF AGREEMENT

10.1 Termination by Mutual Consent. This Agreement may be terminated at any

time prior to the Closing Date by the mutual written agreement of Seller and Buyer.

10.2 Termination by Sellers or Buyer. This Agreement may be terminated upon

written notice to the other Party (which notice shall specify which subsection(s) of this Section
10.2 is the basis for the termination):

10.2.1 by the Seller or Buyer if any court of competent jurisdiction in the

United States or other United States or foreign Governmental Authority shall have issued an
Order or taken any other action permanently restraining, enjoining or otherwise prohibiting
the transaction, and such Order or other action shall have become final and non-appealable;

10.2.2 by the Seller or Buyer if any Governmental Authority makes a final

and non-appealable determination not to grant a Governmental Approval necessary to
authorize the transactions contemplated herein;

10.2.3 by the Seller or Buyer, at any time prior to the Closing, in the event
of a material breach of any covenant or agreement, representation or warranty by the other
Party contained in this Agreement or the Lease, which breach (i) has continued without cure
for a period of twenty (20) days following written notice thereof to the breaching Party or
cannot be cured and (ii) would result in a condition to Closing set forth in Article 3 not being
satisfied (which condition has not been waived); or

10.2.4 if the Closing Date has not occurred prior to the Walk Away Date,
by any Party effective upon the date identified by such Party in a written notice to the other
Parties that the Closing Date has not occurred prior to the Walk Away Date; provided,
however, that, if the Closing Date has not occurred for a reason reasonably related to the
failure of a Party to comply with its obligations under this Agreement, such Party shall not
have the right to provide such written notice.

10.3 Effect of Termination. Upon termination of this Agreement pursuant to

Section 10.1, or Section 10.2, except as expressly set forth in this Section, all obligations of
the Parties shall terminate, this Agreement shall forthwith become of no further force and
effect, and there shall be no liability under this Agreement on the part of any party hereto
other than pursuant to Article 9. The obligations under this Section 10.3, Articles 9, 11, and
12, and Sections 7.2, and 7.3 shall survive any termination.

23
 ARTICLE 11
NOTICES

Any communications between the Parties hereto or regular notices provided herein to be
given shall be given to the following addresses:

To Buyer: Adams Power LLC

1002 SE Monterey Blvd., Suite 300

Stuart, Florida 34996
Attn: Daniel DuBois
Email: DuBois@uka-group.com

To Seller: Adams Solar, LLC

9853 Frederick Place
Eden Prairie, MN 55347
Attn: Daniel Rustowicz
Email: drusty@redwindrenew.com

All notices, requests, demands and other communications which are required or may be given
under this Agreement, including, without limitation, all documents delivered pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given when received if
personally delivered; when transmitted if transmitted by telecopy, electronic or digital
transmission method; the Business Day after it is sent, if sent for next Business Day delivery to a
domestic address by recognized overnight delivery service (e.g., Federal Express or UPS); and
upon receipt, if sent by certified or registered mail, return receipt requested.

ARTICLE 12
MISCELLANEOUS

12.1 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Parties and their respective successors and assigns, except that neither
Party may assign their respective obligations hereunder without the prior written consent of
the other Party; provided that Buyer may assign its rights and obligations to an Affiliate if
such Affiliate enters into a written agreement pursuant to which it agrees to be bound by the
provisions of this Agreement. Any assignment in contravention of this provision shall be
void. No assignment shall release Buyer or Seller from any obligation or liability under this
Agreement.

12.2 Entire Agreement; Amendments; Attachments. This Agreement, and all

exhibits and schedules hereto and any other written agreements entered into
contemporaneously herewith, represent the entire understanding of the Parties as to the subject
matter hereof and thereof and supersede all prior oral and written agreements (including,

24
without limitation, the Non-Binding Proposal to Purchase) and understandings between the
Parties with respect to such subject matter. No supplement, modification or waiver of this
Agreement shall be binding unless executed in writing by the Party to be bound thereby.

12.3 Severability. In case any provision in this Agreement is held to be invalid,

illegal or unenforceable, the validity, legality and enforceability of the remaining provisions
shall not be affected.

12.4 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without reference to conflicts of laws
rules thereof.

12.5 Section Headings. The Section headings are for the convenience of the
Parties and in no way alter, modify, amend, limit or restrict the contractual obligations of the
Parties.

12.6 Counterparts. This Agreement may be executed in one or more

counterparts, each of which shall be deemed to be an original, but all of which shall be one
and the same document.

12.7 Waiver. The failure of any Party to this Agreement to assert any of its rights
under this Agreement or otherwise shall not constitute a waiver of such rights.

12.8 Costs. Except as expressly set forth herein, each Party shall pay all of its
own costs and expenses, including the fees and costs of its attorneys, consultants, contractors
and representatives, incurred in connection with this Agreement. In the event of legal action
to enforce or interpret any provision of this Agreement or the agreements, instruments or
certificates delivered pursuant hereto, the prevailing Party shall be entitled to recover its
reasonable attorneys’ fees and other costs of suit so incurred from the losing Party or Parties.

12.9 Drafting Interpretation. Preparation of this Agreement has been a joint

effort of the Parties and the resulting document shall not be construed more severely against
one of the Parties than against the other.

[SIGNATURE PAGE FOLLOWS]

25
 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of and on the Effective Date.

BUYER: SELLER:

Adams Power LLC, Adams Solar, LLC

a Delaware limited liability company Minnesota limited liability company

By: ________________________________ By: _____________________________

Name: Daniel DuBois Name: Daniel Rustowicz
Title: Managing Director Title: Chief Executive Officer
 Schedule 1.1-F

Project Real Property

See attached.
 Schedule 1.1-I

Project Assets

Lease
Transect Report

3
 Schedule 2.2

Seller’s Bank Account(s)

See attached

4
Schedule 3.2.5

Consents

5
 Schedule 3.2.6

Actions

None

6
 Schedule 5.1.9

Environmental Reports

See Transect Report in data room previously shared.

7
 Exhibit A

Details of Project

A solar photovoltaic generating facility with an interconnection capacity of 150 MW AC, all to
be located at Lawrence County, Kentucky. The Project will be interconnected to
_______________.
 Exhibit B

DEVELOPMENT SERVICES AGREEMENT

This Development Services Agreement (“Agreement”) is entered into this 27th day of May,
2022 (the “Effective Date”) by and between RedWind Renewables, LLC (“CONSULTANT”) and
Adams Power LLC (“UKA”) (CONSULTANT and UKA being referred to individually as a
“Party” and collectively as the “Parties”).

WHEREAS, CONSULTANT is the sole owner of Adams Solar LLC, a Minnesota limited
liability company; and

WHEREAS, Adams Solar LLC has been formed by CONSULTANT for the purpose of
developing a solar farm project in the Lawrence County, Kentucky area with an anticipated total
installed capacity of 150 MW. This project may employ a solar farm and battery backup
technology (the "Adams Solar Project"); and

WHEREAS, CONSULTANT and UKA have entered into a Letter of Intent in which UKA
has agreed to purchase all of the assets of Adams Solar LLC from CONSULTANT as
memorialized in an Asset Purchase Agreement (the “Purchase Agreement”) (any capitalized terms
herein that are not defined shall have the meaning ascribed to them in the Purchase Agreement);
and

WHEREAS, as a condition to the closing of the Purchase Agreement CONSULTANT and

UKA have agreed to enter into this Agreement pursuant to the terms of which CONSULTANT
shall provide development services to UKA for the Adams Solar Project;

NOW THEREFORE, in consideration of the promises and premises herein contained, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties, intending to be legally bound, agree as follows:

1 Section 1: Services by Consultant

1.1 Term; Scope of Services; Standard of Care

The term of this Agreement shall begin on the Effective Date and shall remain in effect for
six (6) months (the “Initial Term”). Thereafter, the term of this Agreement shall continue
on a month to month basis until terminated as provided herein. After the Initial Term, this
Agreement may be terminated at any time by either Party upon thirty (30) days’ notice
provided the terminating Party is not in default of any terms of the Agreement
(“Termination”). Upon Termination, CONSULTANT shall submit a final invoice for any
unpaid services performed under this Agreement and for costs reasonably incurred.

CONSULTANT shall perform the services described in this Agreement and the attached
Exhibit B-1 and in any work release documents or change orders which are issued under
 this Agreement and signed by both Parties. In performing the services, CONSULTANT
shall exercise the degree of care and skill ordinarily exercised by reputable companies
performing the same or similar services in the same geographic area. CONSULTANT will
not have any obligation to perform services not expressly described in this Agreement or
in work release documents or change orders signed by CONSULTANT.

1.2 Estimates

Any opinions of probable implementation costs, schedule, financial evaluations, feasibility

studies or economic analyses prepared by CONSULTANT will represent
CONSULTANT’s best judgment based on CONSULTANT’s experience and available
information.

Section 2: Confidentiality

2.1 Confidentiality

The Parties acknowledge that all information provided by one Party (hereinafter the
“Disclosing Party”) to the other Party hereunder (the “Receiving Party”), including,
without limitation, information related to site layouts, project design, easements, land
rights, permitting, and pricing (collectively the “Confidential Information”) is confidential
and proprietary to the Disclosing Party and the Receiving Party hereby agrees and
undertakes not to disclose the Confidential Information to any third Party or to otherwise
use the Confidential Information in any manner which is contrary to this Agreement or the
interests of the Disclosing Party. In the event of a breach of this Section 2.1, in addition to
any and all remedies available at law, the Disclosing Party shall be entitled to obtain an
injunction, temporary restraining order and/or other equitable relief against the Receiving
Party. The obligation contained in this Section 2.1 shall survive the termination of this
Agreement and shall continue in effect for a period of five (5) years from the date that
CONSULTANT’s services hereunder are completed or terminated. It is expressly agreed
and understood that the obligations contained in this Section 2.1 shall extend to
CONSULTANT’s associates, partners, parent, subsidiary and affiliate companies, and
each of their respective officers, directors, shareholders, employees, agents and assigns.

2.2 Documents

UKA shall be the sole and exclusive owner and beneficiary of any right, title and interest
throughout the world in and to all the work product created by CONSULTANT hereunder
including direct work product and any intellectual property rights resulting from
engagement of this scope of work by Consultant, including all patents, copyrights,
trademarks, trade secrets, and other intellectual property rights therein; provided, however,
nothing herein shall assign or license to UKA any pre-existing materials or developments
of CONSULTANT not developed, prepared, or created under this Agreement or otherwise
relating to the Project, each of which shall remain the sole and exclusive property of
CONSULTANT. UKA may not assign its rights to work products created by
CONSULTANT hereunder without the prior consent of the CONSULTANT, which
 consent shall not be unreasonably withheld; provided, however, that UKA may assign its
rights to such work products to its wholly owned subsidiaries at any time without the prior
consent of the CONSULTANT. CONSULTANT shall not assign any rights, or delegate or
subcontract any obligations, under the Contract without UKA’s prior written consent,
which consent, however, shall not be unreasonably withheld. Any assignment by
CONSULTANT in violation of the foregoing shall be deemed null and void. Subject to the
limits on assignment stated above, the Agreement will inure to the benefit of, be binding
on, and be enforceable against each of the parties hereto and their respective successors
and assigns.

Section 3: Changes, Delays, Excused Performance

3.1 Changes

Unless this Agreement expressly provides otherwise, as the services are performed,
conditions may change or circumstances outside CONSULTANT’s reasonable control
(including changes of law) may develop which would require CONSULTANT to expend
additional costs, effort or time to complete the services, in which case CONSULTANT will
notify UKA and the Parties shall agree upon an equitable adjustment to CONSULTANT’s
estimated compensation and the time for performance. In the event conditions or
circumstances require the services to be suspended for any period reasonable expected to
exceed 90 days or terminated, CONSULTANT shall submit a final invoice and be
compensated for services performed under this agreement and for costs reasonably incurred
and documented in accordance with 4.2 below promptly thereafter.

3.2 Force Majeure

Neither Party shall be responsible for any delay or failure of performance caused by fire or
other casualty, labor dispute, government or military action, transportation delay,
inclement weather, Act of God, failure of any government authority to timely review or
approve the services or to grant permits or approvals, or any other cause beyond either
Party’s reasonable control.

Section 4: Compensation

4.1 Rates

Unless otherwise agreed in writing, CONSULTANT shall be compensated for its services
in accordance with the scope of work and fees attached hereto as Exhibit A.

4.2 Invoices

CONSULTANT shall invoice UKA on a monthly basis. Invoices are due and payable
within 30 days of receipt. Major travel related expenses [i.e. airfare, hotel, and car rental
or conference fees] in excess of $1,500 are subject to UKA’s prior approval and will be
 pre-paid by UKA. Reimbursement and/or pre-payment by UKA of any travel and/or project
related expenses shall be subject to UKA’s review and approval of reasonable
documentation submitted by CONSULTANT. If UKA disagrees with any portion of an
invoice, UKA shall notify CONSULTANT in writing, of the amount in dispute and the
reason for the disagreement within 30 days of receipt of the invoice, and shall pay the
portion not in dispute. Any invoice not disputed within 30 days of receipt shall be presumed
accepted by UKA for all purposes.

4.3 Taxes, Etc.

Unless expressly agreed in writing, CONSULTANT’s fees include any taxes, excises, fees,
duties or other government charges related to the goods or services provided under this
Agreement.

Section 5: Dispute Resolution and Allocation of Risk

5.1 Disputes

If a claim or dispute arises out of this Agreement or its performance, the Parties agree to
endeavor in good faith to resolve it equitably through negotiation or, if that fails, through
nonbinding mediation under the rules of the American Arbitration Association, before
having recourse to the courts.

5.2 Limitation of Liability

CONSULTANT’s liability for any and all claims arising out of this Agreement or out of
any goods or services furnished under this Agreement, whether based in contract,
negligence, strict liability, agency, warranty, trespass, or any other theory of liability, shall
be limited to 100% of the total compensation received by CONSULTANT from UKA
under the current Term of this Agreement. In no event shall CONSULTANT be liable for
special, indirect, incidental or consequential damages, including commercial loss, loss of
use, or lost profits, even if CONSULTANT has been advised of the possibility of such
damages.

Section 6: Miscellaneous Provisions

6.1 Assignment, Etc.

CONSULTANT shall not assign or transfer any rights or obligations under this Agreement,
without the express prior written consent of UKA. The relationship between
CONSULTANT and UKA is that of independent contracting parties, and nothing in this
Agreement or the Parties’ conduct shall be construed to create a relationship of agency,
partnership or joint venture.
6.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

6.3 Entire Agreement, Etc.

This Agreement constitutes the entire agreement between the Parties, and supersedes all
prior agreements. Any amendments to this Agreement shall be in writing and signed by
both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
date first written above.

CONSULTANT UKA

RedWind Renewables, LLC Adams Power LLC

______________________ __________________

By: Daniel Rustowicz By: Daniel DuBois

Its: Chief Executive Officer Its: Managing Director

Type text here

 EXHIBIT B-1

TO DEVELOPMENT SERVICES AGREEMENT

Description of Services to Be Rendered

CONSULTANT shall support the Development Activities pertaining only to the Project by
performing the following activities at the direction of UKA’s Project Manager. CONSULTANT,
as UKA requests or dictates as Project needs warrant, will act either independently (subject to
Section 5.2), or under the supervision of UKA’s project manager. Chief components of
CONSULTANT’s services are expected to include:

Land: Provide reasonable assistance and interfacing in connection with Acquisitions/Leasing,

Title/Land Rights, Encumbrances, Conflicts, Access, Easements, as requested by UKA from
time-to-time. UKA to provide form of instrument and instruction on commercial terms.

Permits and Regulatory Approvals: Support UKA to interface with Local, State, Federal
governments. Including zoning, site plan, building, public works, noise, flicker, storm water, air
quality, agriculture, state land use, state utility siting, FERC, FAA, EPA, USACE (Army Corps
Of Engineers), ESA, Public lands, NEPA, tribal permits.

Local Community Outreach: Initiate contact as directed by UKA with local leaders and
stakeholders.

And any other activities mutually approved by the parties in connection with the development of
the Project.

Service Fee

UKA agrees to pay CONSULTANT on a monthly basis at a rate of $7,500 for the services
hereunder, irrespective of the actual hours performing services, during any month that the
Development Services Agreement remains in effect on the first of each month.
 Exhibit C

Form of Assignment and Assumption Agreement

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT is made as

of the 27th day of May, 2022 (this “Assignment”), from Adams Solar, LLC, a Minnesota limited
liability company (“Assignor”), in favor of Adams Power, LLC, a Delaware limited liability
company (“Assignee”).

RECITALS

WHEREAS, Assignor owns certain Project Assets relating to or arising out of a proposed
photovoltaic electric generating project with an estimated nameplate capacity of 150 MW AC to
be located at Lawrence County, Kentucky (the “Project”); and

WHEREAS, Assignor and Assignee have entered into that certain Asset Purchase
Agreement dated as of May 27th, 2022 (the “Purchase Agreement”); and

WHEREAS, Assignor wishes to assign, sell, convey, transfer, grant and deliver to
Assignee, the Project Assets, and all rights and privileges of Assignor with respect thereto, free
and clear of any Liens, and Assignee is willing to accept such assignment, sale, conveyance,
transfer, grant, and delivery, and to assume the outstanding obligations of Assignor under or with
respect thereto.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:

1. Assignment. Assignor hereby irrevocably assign, sell, convey , transfer,

grant, and deliver to Assignee all right, title and interest of Assignor in and to the Project Assets,
and all rights, privileges and obligations of Assignors related thereto, all in accordance with the
terms and conditions of the Purchase Agreement.

2. Assumption. Assignee, in consideration of said assignment, hereby

accepts the assignment, sale, conveyance, transfer, grant, and delivery made by Assignor
pursuant to Section 1 above and assumes all Assumed Liabilities (as defined in the Purchase
Agreement). Except as set forth in the immediately preceding sentence, Assignee expressly does
not, and will not be deemed to, assume, under this Assignment or otherwise by reason of the
transactions contemplated hereby or by the Purchase Agreement, any other liabilities, obligations
or commitments of, or arising out of actions taken, services rendered, goods sold, or contracts
entered into by, Assignor of any nature whatsoever.

3. Applicability of Purchase Agreement. This Assignment is made subject to

the representations and warranties of the Assignor contained in the Purchase Agreement. The
terms of the Purchase Agreement, including but not limited to, Assignor’s representations and
warranties, covenants, agreements and indemnities relating to the Project, are incorporated herein
by reference. Assignor acknowledges and agrees that the representations, warranties, covenants,
agreements and indemnities contained in the Purchase Agreement shall not be superseded hereby
but shall remain in full force and effect to the full extent provided therein. In the event of any
conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the
terms of the Purchase Agreement shall govern.

4. Successors and Assigns. Subject to any express provisions in the Purchase

Agreement regarding restrictions on transfers or assignments, all of the terms, agreements,
covenants, and conditions of this Assignment will be binding upon, and inure to the benefit of
and be enforceable by, the parties hereto and their respective successors and permitted assigns.

5. Further Assurances. Assignee and Assignor each agree to execute and

deliver such additional instruments as may reasonably be requested by the other party, to give
effect to, document, or further assure the transfer, acceptance and assumption of the Project
Assets herein provided for.

6. Counterparts. This Assignment may be executed in any number of

counterparts, each of which shall be deemed an original but all of which together shall constitute
the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf)
or other transmission method and any counterpart so delivered shall be deemed to have been
duly and validly delivered and be valid and effective for all purposes.

7. Governing Law. This Assignment shall be governed by and interpreted in

accordance with the laws of the New York, without regard to any conflict of laws principles that
would call for the application of the law of any other jurisdiction.

8. Defined Terms. Capitalized terms used but not defined herein shall have
the meanings given to them in the Purchase Agreement.

Signatures on Next Page

 IN WITNESS WHEREOF, the Assignors and Assignee have caused this Assignment to be
executed by their duly authorized representatives as of the date first above written.

Adams Solar, LLC Adams Power LLC,

a Minnesota limited liability company a Delaware limited liability company

By: ________________________________ By: _____________________________

Name: Daniel Rustowicz Name: Daniel DuBois

Title: Chief Executive Officer Title: Managing Director

1
 Exhibit D

Form Assignment of Lease

ASSIGNMENT OF LEASE

THIS ASSIGNMENT OF LEASE (“Assignment”) is made effective as of May 27th, 2022

(the “Effective Date”), by and between Adams Solar, LLC, a Minnesota limited liability
company (“Assignor”), in favor of Adams Power LLC, a Delaware limited liability company
(“Assignee”), and is made with reference to the following facts, which are a material part of this
Assignment.

A. Assignor, as Lessee, and Cyrus & Sons Farms, LLC and James Cyrus, Lessor,
entered into that certain Solar Energy Lease and Easement Agreement dated as of March 1, 2022
(the “Lease”) regarding the property located in Lawrence County, Kentucky. A copy of the Lease
is attached hereto as Exhibit D-1. All capitalized terms not defined herein have the meanings
assigned to such terms in the Lease.

B. Assignor desires to assign all of the right, title and interest of and as the Lessee under
the Lease to Assignee, and Assignee desires to accept the assignment thereof and assume the
obligations of Assignor as the Lessee under the Lease, all as more particularly provided in this
Assignment.

NOW, THEREFORE, in consideration of the promises and conditions contained herein,

the parties hereby agree as follows:

1. Assignment. As of the Effective Date, Assignor hereby assigns to Assignee all of its
right, title and interest in and to the Lease.

2. Assumption. Assignee hereby assumes all of Assignor’s obligations and rights as the
Lessee under the Lease to the extent first arising and accruing on or after the Effective Date.

3. Counterparts. This Assignment may be executed in counterparts (by original, facsimile

or electronic PDF signatures), each of which shall be deemed an original and all of which shall
constitute one and the same agreement with the same effect as if all parties had signed the same
signature page. The parties intend to be bound by such facsimile or electronic PDF signatures.

[END OF TEXT; SIGNATURES ON FOLLOWING PAGE]

 IN WITNESS WHEREOF, the Assignors and Assignee have caused this Assignment to be
executed by their duly authorized representatives as of the date first above written.

ASSIGNEE: ASSIGNOR:

Adams Power LLC, Adams Solar, LLC,

a Delaware limited liability company a Minnesota limited liability company

By: ________________________________ By: _____________________________

Name: Daniel DuBois Name: Daniel Rustowicz

Title: Managing Director Title: Chief Executive Officer

 Exhibit D-1
Lease Attached