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CAPACITY COMMITMENT AGREEMENT This Capacity Commitment Agreement (the "Agreement") is effective as of 1n. 1 , 2016 (the "Effective Date"), by and between Clean Energy Collective, LLC, a Colorado limited liability company (the "Company") and the City of Louisville, CO ("Customer"). Company and Customer are collectively referred to herein as the "Parties" and individually as a "Party". WHEREAS, the Company is a Solar Service Provider in the business of developing Solar Energy Facilities that generate solar electricity that is sold to utilities in return for utility bill credits; WHEREAS, Xcel Energy (the "Utility") has awarded to Company the right to develop certain Solar Energy Facilities in connection with the Utility's Solar Rewards Community Service program, whereby customers may sell generated solar electricity in retum for utility bill credits issued by the Utility ("Solar Bill Credits"); WHEREAS, Customer desires to commit to purchase from Company total nameplate production capacity of 1 MW in one or more of Company's Solar Energy Facilities (the "Customer Commitment"), as such capacity becomes available and allocated to Customer in accordance with this Agreement; WHEREAS, each such allocation shall be purchased pursuant to the terms of the agreement attached as Exhibit A (the "Solar Production Agreement"), and incorporated herein by reference; WHEREAS, Company desires to sell such Production Capacity to Customer as capacity becomes available pursuant to the terms and conditions of such Solar Production Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Defined Terms. If not defined in this Agreement, capitalized terms shall have the meanings set forth in the Net Metering Agreement, unless a different meaning is clearly indicated by the context. 2. Term. Company shall have three (3) years from the Effective Date of this Agreement (the "Fulfillment Period") to allocate up to 1 MW of nameplate Production Capacity in Company's Solar Energy Facilities to Customer, after which time, Company shall not be obligated to allocate and Customer shall not be obligated to enter into any further Net Metering Agreements with respect to the Customer's Commitment, provided however that the rights and obligations of each Solar Production Agreement executed by the parties thereto shall be unaffected by the expiration of the Fulfillment Period 3. The Allocation of Capacity. During the Fulfillment Period, Company shall allocate to Customer from time to time up to 1 MW in aggregate nameplate Production Capacity in various Solar Energy Facilities, by providing to Customer one or more agreements regarding such allocation substantially in the form of the Solar Production Agreement attached hereto. The Seller under each such Agreement may be Company or a Company affiliate, as determined by Company. Customer shall execute such agreement(s) within ten (10) days of receipt thereof. Customer accounts that are eligible to receive Net Metering Credits are listed in Exhibit B. Customer 1