Financial Solar LLC Agreement

FINANCIAL SOLAR LLC AGREEMENT

This Financial Solar LLC Agreement (the Agreement) is entered into effective as of (Effective Date), by and among Financial Solar LLC, a limited liability company (Company Name: Financial Solar LLC), and the Members identified below.

PARTIES

RECITALS

WHEREAS, the Members desire to form a limited liability company pursuant to the laws of the state identified in this Agreement for the purpose of owning, financing, developing, and operating commercial and residential solar energy assets and related financial activities; and

WHEREAS, the Members wish to set forth their agreement as to the governance, capital contributions, allocation of profits and losses, distributions, and other matters relating to the Company.

DEFINITIONS

Capitalized terms used in this Agreement have the meanings set forth in this section and elsewhere in the Agreement. "Capital Contribution" means cash, property, services, or other consideration contributed by a Member in exchange for Membership Interest. "Membership Interest" means a Member's interest in the profits, losses, distributions, and management rights of the Company.

ARTICLE I — FORMATION AND PURPOSE

1.1 Formation. The Members confirm formation of Financial Solar LLC as a limited liability company under the laws of the state of and agree that the Company shall operate pursuant to this Agreement.

1.2 Purpose. The Company's business purpose shall be: development, financing, acquisition, ownership, operation, leasing, maintenance, and sale of solar energy systems and related financial investments and activities (Purpose description may be expanded by written amendment).

ARTICLE II — CAPITAL CONTRIBUTIONS

2.1 Initial Contributions. The Members shall make the initial Capital Contributions described in the table below. Additional contributions shall be made only as provided in this Agreement or by unanimous written consent of the Members.

2.2 Capital Accounts. A capital account shall be maintained for each Member in accordance with applicable law and generally accepted accounting principles applied consistently.

ARTICLE III — MEMBERSHIP INTERESTS

3.1 Percentage Interests. The Membership Interests shall be as set forth in the Capital Contributions table and shall determine each Member's entitlement to allocations and distributions, except as modified by a written amendment.

ARTICLE IV — MANAGEMENT AND VOTING

4.1 Management Structure. The Company shall be: Member-managed Manager-managed (Select only one).

4.2 Voting. Except as otherwise provided, all decisions requiring Member approval shall be approved by Members holding a majority of the Membership Interests. Voting thresholds for major actions (including sale, merger, incurrence of indebtedness over a specified amount, or amendment) require the affirmative vote of Members holding % of Membership Interests.

ARTICLE V — DISTRIBUTIONS

5.1 Timing and Allocation. Distributions of Available Cash shall be made at such times as determined by the Manager (or by Members if Member-managed) and allocated among Members in proportion to their Membership Interests, subject to retention for reserves, debt service, and working capital as reasonably determined.

ARTICLE VI — ACCOUNTING, BANKING, AND TAX MATTERS

6.1 Fiscal Year. The Company's fiscal year shall end on unless otherwise determined by majority vote of the Members.

6.2 Tax Treatment. The Members intend that the Company be classified for federal and state tax purposes as a partnership (or as otherwise elected). The Members shall cause the Company to file all tax returns and to provide necessary information to Members for their tax reporting. The Member designated as Tax Matters Member (or Partnership Representative) is:

ARTICLE VII — TRANSFERS AND RESTRICTIONS

7.1 Restrictions. No Member shall transfer all or any portion of its Membership Interest except in accordance with the restrictions set forth in this Agreement, including right of first refusal in favor of the Company and remaining Members.

ARTICLE VIII — DISSOLUTION AND WINDING UP

8.1 Events of Dissolution. The Company shall dissolve upon the occurrence of any event requiring dissolution under applicable law, the unanimous vote of the Members, or as otherwise provided herein.

8.2 Winding Up. Upon dissolution, the Manager (or if none, the Members) shall wind up the Company's affairs in an orderly manner, satisfy creditors, and distribute remaining assets to Members in accordance with the priority of payments set forth in this Agreement.

ARTICLE IX — REPRESENTATIONS, WARRANTIES, AND COVENANTS

9.1 Each Member represents and warrants to the Company and to the other Members that such Member has full power and authority to enter into this Agreement, that such Member's execution and performance will not violate any agreement or law, and that any Capital Contribution has been or will be made in compliance with applicable securities laws.

ARTICLE X — DEFAULT; REMEDIES

10.1 Default Events. A Member shall be in default if it fails to make a required Capital Contribution, breaches a material covenant, becomes insolvent, or engages in fraud or willful misconduct in connection with the Company.

10.2 Cure Period. Upon a default, the non-defaulting Members shall give written notice to the defaulting Member and the defaulting Member shall have days to cure. If not cured within the cure period, the non-defaulting Members may exercise remedies including but not limited to dilution, forfeiture of interest, and suits for damages.

ARTICLE XI — INDEMNIFICATION; INSURANCE

11.1 Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Member and Manager from and against liabilities, losses, and expenses incurred in connection with the affairs of the Company, except to the extent arising from gross negligence, willful misconduct, or fraud.

ARTICLE XII — AMENDMENTS

12.1 Amendment. This Agreement may be amended only by the written consent of Members holding at least % of the Membership Interests, except that amendments affecting a Member's Economic Rights or Transfers require unanimous written consent.

ARTICLE XIII — NOTICES

13.1 Notices. All notices required or permitted shall be in writing and delivered to the address set forth for each Member in this Agreement (or such other address as the Member shall specify by written notice). Notice shall be effective upon personal delivery, confirmed electronic transmission, or three days after deposit with certified mail, return receipt requested.

ARTICLE XIV — GOVERNING LAW; MISCELLANEOUS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

CERTIFICATIONS

Each Member certifies and acknowledges that: (a) the Member has read and understands this Agreement; (b) the Member has had the opportunity to obtain independent legal and tax advice; (c) the Member's execution and performance of this Agreement is the Member's valid and binding obligation; and (d) the information provided by the Member in connection with this Agreement is true and complete.

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