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Trade Secret
<br />Put & Call Agreement
<br />208.250 kW DC Monocrystalline350W,
<br />166.50 kW AC SolarEdge SE33k 480V 3Ph Inverter(s),
<br />SolarEdge P730 Power Optimizers & Unirac, PanelClaw (or
<br />equivalent) Ballasted Racking @ approximately 10°
<br />Xcel Photovoltaic Credit Rider Tariff
<br />This PUT AND CALL AGREEMENT (this
<br />"Agreement"), dated July 13, 2018 is between Green2 Solar
<br />Leasing, LLC, a Minnesota Limited Liability Company, whose
<br />principal place of business is located at 5810 Nicollet Avenue,
<br />Minneapolis, MN 55419 ("Tenant"), and City of Roseville, a
<br />Minnesota City, whose principal place of business is located at
<br />2660 Civic Center Drive, Roseville, MN 55113 ("Customer").
<br />Tenant and Customer are sometimes also referred to in this
<br />Agreement jointly as "Parties", or individually as a "Party".
<br />RECITALS
<br />A. Customer is the purchaser of a photovoltaic solar electric
<br />system (the "Energy System") located at the Installation
<br />Location described above (the "Installation Location") and
<br />as defined in the Purchase Agreement between Customer
<br />and Ideal Energies, LLC ("Seller") of even date herewith
<br />(the "Purchase Agreement"), and
<br />B. Tenant is the lessee of the Energy System and associated
<br />rights under the Facility Lease Agreement with Customer
<br />(the "Facility Lease") of even date herewith, and Tenant
<br />sells the Energy System generated from the Energy System
<br />pursuant to a Power Purchase Agreement with Customer
<br />(the "Power Purchase Agreement") of even date herewith.
<br />Tenant's interests in the Facility Lease and Power Purchase
<br />Agreement is referred to herein as the Interest (the
<br />"Interest"), and
<br />C. The Parties hereto now desire to enter into this Agreement
<br />to set forth the terms and conditions upon which Tenant has
<br />an option to put its Interest to the Customer and upon which
<br />Customer has an option to call Tenant's Interest from
<br />Tenant.
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<br />NOW, THEREFORE, in consideration of the foregoing
<br />Recitals, the mutual promises of the Parties hereto and for other
<br />good and valuable consideration, the receipt and sufficiency of
<br />which hereby are acknowledged, the Parties hereby agree as
<br />follows
<br />1. Contingency. The Parties performance under this
<br />Agreement is contingent on the Final Project
<br />Completion (as defined in the Purchase Agreement)
<br />occurring in accordance with the terms of the Purchase
<br />Agreement.
<br />2. Put of Tenant's Interest. Commencing on the 20th
<br />anniversary of the Final Project Completion date, and
<br />for a period of three (3) months thereafter (the "Put
<br />Period"), Tenant shall have the right and option to require
<br />Customer to purchase all, but not less than all, of Tenant's
<br />Interest (the "Put"). Tenant may exercise the Put by
<br />delivering notice of exercise of such option in writing to
<br />Customer during the Put Period. If exercised, Tenant shall
<br />be obligated to sell, and Customer shall be obligated to
<br />purchase, all of the Interest owned by Tenant. The
<br />purchase price for the Interest shall be $1.00 (the "Put
<br />Price"). The date of the Put closing will be thirty (30) days
<br />following the notice of exercise of the Put, or such earlier
<br />Customer /
<br />Owner
<br />City of Roseville
<br />Installation
<br />2661 Civic Center Drive, Roseville, MN
<br />Location
<br />55113
<br />XcelPremise#
<br />303534506
<br />date as the Parties may agree in writing (the "Put Closing
<br />Date"). The Put Price shall be paid by Customer to Tenant
<br />in cash on the Put Closing Date. Each Party shall remain
<br />liable for any obligations arising under the Facility Lease
<br />and Power Purchase Agreement prior to the Put Closing
<br />Date. Notwithstanding the foregoing, an invoice provided
<br />by the Tenant to the Customer stating the Project, its
<br />election to exercise its Put, the Put Price, and the
<br />Customer's payment and Tenant's Receipt of the same
<br />satisfies the requirements of this Section.
<br />3. Call of Tenant's Interest. For a period of nine (9) months
<br />beginning the day following the last day of the Put
<br />Period (the "Call Period"), Customer shall have the right
<br />and option to purchase all, but not less than all, of Tenant's
<br />Interest (the "Call"). Customer may exercise the Call by
<br />delivering notice of exercise of such option to Tenant during
<br />the Call Period. If exercised, Customer shall be obligated
<br />to purchase, and Tenant shall be obligated to sell, all of the
<br />Interest owned by Tenant. The purchase price for the
<br />Interest pursuantto the Call shall be an amount equal to the
<br />fair market value (the "Fair Market Value Price") of such
<br />Interest and the Energy System as agreed by the Parties
<br />and if no agreement is possible, then by an independent
<br />qualified appraiser selected by the Customer and the cost
<br />of which is paid for by the Tenant (the "Call Price"). The
<br />Parties agree that a reasonable method of establishing the
<br />Fair Market Value Price is to use a discounted cash flow
<br />value of Tenant's power purchase income less expenses
<br />remaining under the Power Purchase Agreement and
<br />Facility Lease Agreement as of the Call Date. As of the
<br />date hereof, the Parties believe that a discount rate of
<br />fifteen percent (15%) is reasonable and agree that the
<br />Parties will use foregoing method in determining the Fair
<br />Market Value and resulting Call Price. The date of the Call
<br />closing shall be thirty (30) days following delivery of the
<br />notice of exercise of the Call, or such earlier date as the
<br />Parties may agree in writing (the "Call Closing Date"). The
<br />Call Price shall be paid by Customer to Tenant in cash on
<br />the Call Closing Date. Each Party shall remain liable for
<br />any obligations arising under the Facility Lease and this
<br />Agreement prior to the Call Closing Date.
<br />4. Customer's Additional Call Options In addition to eh
<br />Customer's Call Option specified in Section 3, the
<br />Customer may also exercise a Call for the first three months
<br />following the fifth, tenth and fifteenth anniversary of the
<br />Final Project Completion Date. Customer may exercise the
<br />Call by delivering notice of exercise of such option to Tenant
<br />during the Call Period. If exercised, Customer shall be
<br />obligated to purchase, and Tenant shall be obligated to sell,
<br />all of the Interest owned by Tenant. The purchase price for
<br />the Interest pursuant to the Call shall be an amount equal
<br />to the fair market value (the "Fair Market Value Price") of
<br />such Interest and the Energy System as agreed by the
<br />Parties and if no agreement is possible, then by an
<br />independent qualified appraiser selected by the Customer
<br />and the cost of which is paid for by the Tenant (the "Call
<br />Price"). The Parties agree that a reasonable method of
<br />establishing the Fair Market Value Price is to use a
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