Strictly Private and Confidential

[DATE]

Re: Submission of Non-Binding Offer for [PROJECT]

Dear Prospective Investor,

On behalf of [COMPANY] (“Vendor”), [COMPANY] (“[COMPANY]”) is pleased to invite you to submit a written non-binding expression of interest (a “Non-Binding Offer”) with respect to a potential acquisition of 100% of [PROJECT] projects (the “Assets”) (such transaction referred to herein as the “Transaction”).

The purpose of this letter (the “Phase I Process Letter”) is to outline the guidelines and procedures for the submission of Non-Binding Offers during this initial phase of the process (“Phase I”). In order to facilitate your submission of a Non-Binding Offer, in addition to this Phase I Process Letter, you have been provided with access to a virtual data room (“VDR”) containing select information including: (i) a financial model outlining the long-term forecast for the Assets (“Financial Model”), and (ii) an overview of the Assets (collectively, the “Phase I Materials”). During Phase I, there will also be a targeted question and answer (“Q&A”) process to address questions which are critical to determining value.

Following receipt of Non-Binding Offers, the Vendor intends to advance a very limited number of parties to participate in Phase II of the Transaction process. Prior to the selection, [COMPANY] may seek clarification of the information provided in your Non-Binding Offer. In Phase II, you will receive access to a comprehensive data room, which will include, among other items, a Confidential Information Memorandum (“CIM”), project-level due diligence materials including (i) a technical report with potential reliance, (ii) an independent valuation and cost segregation report, and (iii) a market report, and the form of purchase and sale agreement upon which Vendor will propose to pursue the Transaction. You will also have the opportunity to visit select facilities and submit due diligence questions via a Q&A log. At a later time, further instructions will be provided regarding the process and timing to submit a final, binding offer, expected on or around [DATE] with a mark-up of the key Transaction documents on [DATE].

Non-Binding Offers will be evaluated based on several factors, including but not limited to maximizing value and upfront cash proceeds received by the Vendor, and purchaser’s ability to consummate the Transaction in an expeditious manner (closing end of September) and with the greatest level of certainty.

Your Non-Binding Offer must be submitted no later than 12:00 P.M. Eastern Daylight Time on Wednesday, [DATE]. Your Non-Binding Offer should include all the information outlined in the Non-Binding Offer Requirements section of this letter and should be submitted in written form (executed by a legal representative or officer of your organization authorized to do so) via an e-mailed PDF attachment to the attention of: