Purchase. The purchase and sale of the Shares under this Agreement shall occur at the time of execution of this Agreement by the parties or on such other date as Company and Investor shall agree (the "Purchase Date").

Subject to the limitations herein and in the Plan, a Participant’s Purchase Right will permit the purchase of the number of ADSs purchasable with up to 15% of such Participant’s Earnings paid during the Offering, beginning as of the date such Participant first commences participation in that Offering. In the case of a payroll date that falls after the Purchase Date of an Offering but prior to the Offering Date of the next new Offering in which the Employee is a Participant, Earnings from such payroll will be included in the new Offering (provided the Eligible Employee continues to participate in the new Offering).

Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to sell and deliver to Next Investment Group Limited (the “Subsidiary”), a company wholly owned by the Purchaser, and the Purchaser agrees to purchase from the Seller such number of Purchased Shares, free and clear of any and all Encumbrances, and for such purchase price as set forth opposite the seller’s name on Exhibit A. The total purchase price payable by the Purchaser for the Purchased Shares is herein referred to as the “Purchase Price”.

Purchase Volumes. [Section 3.2] (Purchase Volumes) of the Contract is hereby deleted in its entirety and restated as follows:

Purchase Volumes. For the remainder of the Term, during each Year that this Contract is in effect, SELLER shall sell and Deliver to the Companies, and the Companies shall purchase and receive from SELLER, all Tier 1 LSFO, HSFO, Diesel, and/or ULSD that may be required by the Companies on the islands of Oahu, Hawaii, Maui and Molokai following the notifications and coordination as outlined in Article VI. The Companies shall take commercially reasonable steps to receive Product ratably.

Purchase Price. The purchase price to be paid by Buyer to Seller for the Shares (the “Purchase Price”) shall be: # Three Dollars ($3.00), and # transfer to Buyer, of 100% interest in Community Economic Development Capital, LLC (a California Limited Liability Company), payable in immediately available funds at the Closing.

Purchase Agreement. Each of the Parties agrees that for all purposes under the Purchase Agreement, # the term “Call Option” as used therein shall be deemed to mean the “Early Call Option” as contemplated herein, # the term “Margin Loan Financing” as used therein shall be deemed to include the debt financing contemplated by the 2021 Margin Loan Agreements, # the obligations of NEP and its affiliates pursuant to [Section 5.05(c)] of the Purchase Agreement with respect to the NEP Non-Voting Units (as defined in the Purchase Agreement) shall apply to the same extent to the NEP Common Units, and # the Issuer Agreement attached as [Exhibit E] to the Purchase Agreement shall be replaced with the form of issuer agreement attached as Exhibit C hereto.

Purchase Price. In full consideration for the sale, transfer, assignment and conveyance of the Purchased Receivables, and subject to the terms and conditions set forth herein, Buyer shall make a one-time payment to Seller on the Closing Date of either # ​ or # $9,600,000 ​ (the “Purchase Price”), by wire transfer of immediately available funds as directed by Seller.

Purchase Securities. The Purchase Securities have been duly and validly authorized for issuance, sale and delivery pursuant to this Agreement by all necessary partnership action on the part of the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of this Agreement, the Certificate of Designations and the Warrant Agreement, as applicable, the Purchase Securities will be duly and validly issued, fully paid and non-assessable, will not be subject to any preemptive or other similar rights or contractual encumbrances and the Warrants will be convertible at the option of the holders thereof into the Warrant Units in accordance with the Warrant Agreement.

Purchase Rights. If, at any time when any Notes are issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.