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.

The Buyer represents and warrants to the Seller that:

[[Address B:Address]]

Indemnification by Buyer. Buyer agrees to save, defend and indemnify current holders of Company common stock who will receive Series C Shares as a result of the consummation and closing of the Merger, against and hold each of them harmless from any and all damages arising from the breach of any of Buyer’s representations, warranties, covenants or agreements contained herein or the documents executed by Buyer in connection herewith, which arise during the Indemnification Period.

Deliveries by Buyer. At the Closing, Buyer shall make the following payments:

Payment by Buyer. If the Purchase Price as finally determined pursuant to [Section 2.4(b)] (the “Final Purchase Price”) exceeds the Estimated Purchase Price, Buyer shall, or shall cause a Group Company to, pay to the Sellers in accordance with their respective Pro Rata Percentages an amount equal to such excess (not to exceed the amount of Adjustment Escrow Funds in the Adjustment Escrow Account), by wire transfer of immediately available funds to the accounts specified by such Sellers or (if not so specified by a Seller) by the Seller Representative prior to the Closing Date, within three (3) Business Days after the date on which the Final Purchase Price is finally determined.

Indemnification by Buyer. Subject to the limitations set forth in this ‎ARTICLE VIII, from and after the Closing, Buyer shall indemnify Seller, its Affiliates, and their Representatives (each, a “Seller Indemnified Party”) against any and all Losses incurred by such Seller Indemnified Party, to the extent arising or resulting from any of the following:

Organization of Buyer. Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware.