Buyer Representation. The Buyer hereby represents and warrants to Seller as set forth below as of the time of Delivery.

Buyer or any of its “Affiliates” (defined below) may purchase any or all of the wind turbine blades (“Components”) listed in Appendix 2 during the Term of this Agreement at the prices agreed to in this Agreement. “Affiliate” with respect to either Buyer or Seller means any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with either Buyer or Seller, as applicable; provided, however, that a fifty percent (50%) or less owned entity shall not be deemed an Affiliate of Seller. All purchases under this Agreement are subject to issuance of firm purchase orders (“POs” or “Orders”) by Buyer pursuant to GEE’s Standard Terms of Purchase (the “GEE Purchase Terms”), incorporated by reference as Appendix 3, and any agreed updates, changes and modifications to the same. All POs, acceptances and other writings or electronic communications between the parties shall be governed by this Agreement. In case of conflict, the following order of precedence will prevail: a) this Supply Agreement; b) Supply Agreement Attachments; c) individual POs; and d) drawings, specifications and related documents specifically incorporated herein by reference.

Buyer Indemnity. Buyer shall be responsible for, shall pay on a current basis, and shall indemnify, hold harmless, discharge, release, and defend Seller, all of its Affiliates, successors and assigns, and their respective owners, directors, officers, and other agents from and against an undivided 13.75% of any and all liabilities, arising from, based upon, related to or associated with the Leases to the extent such liabilities are attributable to the Leases purchased and assigned to Buyer subsequent to the Closing Date.

Indemnification by Buyer. Buyer covenants and agrees to indemnify and hold harmless each of the Seller and their respective officers, directors, employees, agents and representatives and the respective successors and assigns of the foregoing (collectively, “Seller Indemnified Parties”) from and against any and all Losses to which Seller Indemnified Parties, or any of them, may become subject to or which they, or any of them, may suffer or incur, directly or indirectly, as a result from or in connection with:

No Third-Party Beneficiaries. Except for the indemnification rights of the Buyer Indemnified Parties and the Seller Indemnified Parties set forth herein, this Agreement is for the sole benefit of the parties hereto and their successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties hereto and such successors and permitted assigns, any legal or equitable rights hereunder.

Basket. Subject in all respects to [Section 10.4(a)(iii)], the Sellers shall not be obligated to indemnify any Buyer Indemnified Party with respect to any Losses pursuant to Section 10.1(a) unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, Four Hundred Twenty-Five Thousand Dollars (US $425,000), and then only to the extent such Losses exceed such amount; provided, however, that the foregoing limitation shall not apply to or otherwise limit the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any inaccuracy in or breach of any Selected Seller Representation. With respect to any Losses arising out of a breach of [Section 4.8(a)] relating to an item of Personal Property, if the replacement cost of such Personal Property is less than Ten Thousand Dollars ($10,000), then such Losses shall not be taken into account when calculating the remaining Basket, and Sellers shall not have any obligation to compensate Buyer for any such individual Loss which is less than Ten Thousand Dollars ($10,000). With respect to any Losses arising out of # [Section 10.1(c)] relating to “Pending Employment-Related Matters and Compliance Issues” as set forth on [Schedule 1.2], Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, One Hundred Thousand Dollars (US $100,000), and then only to the extent such Losses exceed such amount, and # the Janesville Acoustics Contract Issues, Sellers shall not have any obligation to compensate Buyer for any such Losses unless and until the aggregate Losses of the Buyer Indemnified Parties exceed, in the aggregate, One Hundred Thousand Dollars (US $100,000), and then only to the extent such Losses exceed such amount.

. The Sellers’ obligation to provide indemnification under this Article IX shall be first satisfied from the Escrow Account in accordance with the Escrow Agreement. In the event that any such indemnification obligation is not able to be satisfied from the Escrow Account, then # with respect to any indemnification obligation arising out of Section 9.1(a) with respect to any breaches of the representations and warranties contained in Section 4.1 or Section 9.1(c), the Sellers shall severally (based on each Seller’s Ownership Percentage) pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account, by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party, and # with respect to any indemnification obligation arising out of Section 9.1(a) with respect to any breaches of the representations and warranties contained in Section 4.2 or Section 9.1(b), above, solely the breaching Seller shall pay to the Buyer Indemnified Parties the amount not satisfied from the Escrow Account by wire transfer of immediately available funds to an account or accounts designated in writing by such Buyer Indemnified Party; provided, however, that in no event shall a Seller’s obligation to provide indemnification for Losses under this Article IX exceed the Closing Purchase Price proceeds actually received by such Seller. The Buyer shall not setoff against any amounts owed by the Buyer to the Sellers under this Agreement (including, without limitation, the Earnout Amount, if any) any amounts the Buyer Indemnified Parties claim they are entitled to under this Agreement.

. Notwithstanding anything contained in this Agreement to the contrary, the Buyer Indemnified Parties shall not be entitled to recover for any breach of [Section 4.1.12] (Taxes), above, or [Article X], below, for any Tax attributable to a period (or portion thereof) beginning after the Closing.

The representations, warranties, covenants and agreements of the indemnifying Party, and Seller Indemnified Parties and ​ Indemnified Parties right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of Seller Indemnified Parties or ​ Indemnified Parties (including by any of their Representatives) or by reason of the fact that Seller Indemnified Parties or ​ Indemnified Parties or any of their Representatives knew or should have known that any such representation or warranty, is, was or might be inaccurate or by reason of Seller Indemnified Parties’ or ​ Indemnified Parties’ waiver of any condition set forth in Article VIII.

Certain Exceptions. The limitations set forth in [Section 10.4(a)(i)] and [Section 10.4(a)(ii)] shall not apply to or otherwise limit # the ability of Buyer to recover any Losses under the Representation and Warranty Insurance Policy, or # the indemnification obligations of any Seller with respect to any Losses of the Buyer Indemnified Parties resulting from, in connection with or arising from any Fraud by any Seller.