Optionee agrees that the Company shall be entitled to injunctive and other equitable relief, and that such relief shall be in addition to, and not in lieu of, any remedies it may have at law or under this Agreement.

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

The arbitrator’s authority shall include the ability to render equitable types of relief and, in such event, any aforesaid court may enter an order enjoining and/or compelling such actions or relief ordered or as found by the arbitrator.

You agree that the Company would suffer irreparable harm if You were to breach, or threaten to breach, the restrictive covenants contained within this [Section 7] and that the Company would, by reason of such breach, or threatened breach, be entitled to injunctive relief in a court of appropriate jurisdiction, without the need to post a bond. The violation of any portion of this [Section 7] by You will entitle the Company to complete relief from such violation including, but not limited to, injunctive relief and damages, the forfeiture of Stock Options and a return of all proceeds received from the exercise and/or sale of Stock Options granted herein. The violation of [Section 7(e)] by the Company will entitle You to complete relief from such violation including, but not limited to, injunctive relief and damages.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

On each Ownership Share Adjustment Date (as defined herein), the then effective Ownership Shares shall be modified and adjusted as follows: # Power Company’s Ownership Share shall be increased by a fractional amount, expressed as a percentage, the numerator of which is the result of # aggregate Capital Relief Amount applicable to both WPSC and MGE for the Capital Relief Period ending immediately prior to such Ownership Share Adjustment Date divided by # the MW Price, and the denominator of which is the Columbia Nameplate MWs, # WPSC’s Ownership Share shall be decreased by a fractional amount, expressed as a percentage, the numerator of which is the result of # the Capital Relief Amount applicable to WPSC for the Capital Relief Period ending immediately prior to such Ownership Share Adjustment Date divided by # the MW Price, and the denominator of which is the Columbia Nameplate MWs and # MGE’s Ownership Share shall be decreased by a fractional amount, expressed as a percentage, the numerator of which is the result of # the Capital Relief Amount applicable to MGE for the Capital Relief Period ending immediately prior to such Ownership Share Adjustment Date divided by # the MW Price, and the denominator of which is the Columbia Nameplate MWs. For purposes of this Agreement, # “Columbia Nameplate MWs” means 1,112, # “Capital Relief Amount” means, with respect to a Company for a Capital Relief Period, an amount equal to the total capital expenditures (other than capital expenditures made in connection with the SCR Equipment) made by the Power Company during such Capital Relief Period pursuant to Paragraph 1.1(a), multiplied by the Ownership Share applicable to such Company during such Capital Relief Period, # “Capital Relief Period” shall mean each of the following separate periods: calendar year 2016, calendar year 2017, calendar year 2018 and calendar year 2019 and the period from (and including) January 1, 2020 through (and excluding) June 1, 2020, # “MW Price” means $830,000 and # “Ownership Share Adjustment Date” means each of the following dates: December 5, 2017 (the “Initial Ownership Share Adjustment Date”), January 1, 2018, January 1, 2019, January 1, 2020 and June 1, 2020.

The ​ agrees that it would be difficult to calculate the extent of damages caused by, and to compensate the Company and the Manager fully for damages for, any violation by the ​ of the provisions of this Agreement. Accordingly, ​ agrees that the Company and the Manager shall be entitled to temporary, preliminary and permanent injunctive relief or other equitable relief (including specific performance), without necessity of posting bond, to enforce the provisions of this this Agreement, and that such relief may be granted without the necessity of proving actual damages. This right to equitable relief shall not, however, diminish the Company’s or the Manager’s right to claim and recover damages from ​ in addition to equitable relief. The remedies provided to the Company and the Manager in this Agreement are cumulative, and not exclusive, of any other remedies that may be available to the Company or the Manager.

S. federal, state or foreign law, including any Debtor Relief Law.

If the dispute has not been resolved by negotiation within forty-five (45) days of the disputing Party’s notice, the parties shall resolve any remaining dispute by binding arbitration as set forth in Section 21 of this Agreement. The provisions of this Section 21 will not apply to any claims for equitable relief, provided that either Party seeking equitable relief gives immediate written notice, in accordance with Section 13 of this Agreement, if a claim for equitable relief is pursued.

Maker’s commencement of a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar debtor relief law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official over it, or any substantial part of its property, or Maker’s consent to any such relief or to the appointment or taking possession by any such official in any involuntary case or other proceeding commenced against it; or