Approximately 352 Renewable Energy Projects and Related Assets

Sale of Assets relating to certain Sale Leaseback and Partnership Flip Project Companies including approximately 352 renewable energy projects (and certain real property related thereto) consisting of the Equity Interests in the Acquired Companies and the SLB Sites. The Acquired Companies and their subsidiaries are either lessees (in the case of the sale leaseback projects) or equity partners (in the case of the partnership flip projects) of approximately 352 of the Company’s projects (collectively, the “Projects”). The Projects that are subject to a sale lease back structure (the “SLB Projects”) are leased from six tax equity investors (the “Lessors”) and have a total power generating capacity of approximately 270 megawatts. The Projects that are subject to a partnership flip structure (the “PF Projects”) involve a single tax equity investor (the “PF TE Investor”) and have a total power generating capacity of approximately 23.88 megawatts. The Projects are a combination of (i) rooftop solar projects and ground mount solar projects installed at private retail businesses and public and governmental facilities and (ii) utility-scale solar projects.

The SLB Sites consist of three parcels of real property located in New Mexico and North Carolina, each of which is a site of an SLB Project (the “SLB Sites”).

In a typical Sale Leaseback Transaction, the Company sells a development project to an investor for a lump sum payment equal to the fair market value of the project and the investor leases the project assets back to the Company in exchange for scheduled lease payments. The terms of the sale leaseback transactions are generally governed by Master Lease Agreements (the “Master Lease Agreements”) between the Acquired Companies and/or their subsidiaries and the Lessors. In a typical Partnership Flip Transaction, the Company brings in an investor as an equity partner to own a project together with the Company, and the investor is allocated a certain percentage of taxable income and loss until the investor achieves a targeted yield. The terms of the partnership flip transactions are generally governed by limited liability company agreements (the “PF TE LLC Agreements”) between an Acquired Company and the PF TE Investor. In both structures, the Company may provide development and other services to the project (including, in the case of a sale leaseback, to the lessor with respect to the transferred project), including, in certain cases, operation and maintenance and asset management services.

The Company commercial and industrial business unit primarily develops distributed generation community solar projects and sells the output of those projects under power purchase agreements to large commercial and industrial organizations, including, among others, retailers, municipalities, school districts, and housing authorities. There are multiple financing structures through which the Company, as solar developer, finances its commercial and industrial projects and its utility-scale projects, including through a sale leaseback structure and a partnership flip structure.