so executed and delivered shall be an original, but all such counterparts shall together constitute but one

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1 FIRST AMENDMENT TO OPTION AND LEASE AGREEMENT This First Amendment ( this " First Amendment ") dated February 24, 2015 ( the " Effective Date ") to the Option and Lease Agreement dated as of October 30, 2012 ( the " Agreement ") by and between the City of Kerman, a California municipal corporation ( the " Ciff") and CES Kerman Solar, LLC, a Delaware limited liability company ( " CES Kerman" or " Provider ") as assignee of Kerman Solar 1, LLC each of the City and CES Kerman, a " PP" and, collectively, the " Parties "). WHEREAS, the Parties desire to amend certain terms of the Agreement as set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. 2. Exhibit A. Exhibit A ( "Description of Property and Premises ") hereby deleted in its entirety and replaced by the Exhibit A attached hereto. of the Agreement is 3. Initial Term of the Lease. The first sentence of Section 5( a) of the Agreement is hereby deleted in its entirety. 4. Notice of Lease. Section 35 of the Agreement is hereby amended by appending the following sentence to the end of that Section: " In the event of any amendment to this Lease, the Parties will reasonably cooperate to record an amended Notice of Lease reflecting such amendment." 5. Exhibit F. Exhibit F ( " Terminal Values ") of the Agreement is hereby deleted in its entirety and replaced by the Exhibit F attached hereto. 6. Effect of Amendment. This Amendment shall not become effective unless and until it has been executed in writing by the Parties. Except as specifically modified and amended in this Amendment, there are no other modifications or amendments to the Agreement and, in all other respects, the Agreement shall remain in full force and effect. 7. Conflicts. In the event of any conflict or inconsistency between the provisions of this Amendment and any provision of the Agreement, the provisions of this Amendment shall govern and control. 8. Counterpart Execution. This Amendment may be executed by the Parties hereto in any each of which when number of counterparts ( and by each of the Parties hereto on separate counterparts), so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

2 IN WITNESS WHEREOF, the Parties have caused this First Amendment to the Agreement to be executed by their duly authorized representatives as of the Effective Date. CES KERMAN SOLAR, LLC CITY OF KERMAN By Name: Jo e J. L Title: President n Officer By: Name:. Luis Patlan Title: City Manager

3 EXHIBIT A DESCRIPTION OF PROPERTY AND PREMISES Order No. EscrL'M No. Loan Nb 5618OLT 66l aolt RECORDED AT THE REQUEST OF FIRST AMERICAN TITLE COMPANY WHEN RECORDED MAIL TO! CITY OF KERMAN 650 S. MADERA AVENUE KERMAN, CA I114 lllalll li I 1411" I1 II4 1111lt141 i 1 Frew Wily RecAlf ui l liar C. GreeNW DOC MaaC 641rak Amerlean Title imuranc C" 061tV a Fr lday, SW 16, 2M 01 : FRL p.m Tlu SmAl Tl1 yr e aa r/ NNa57Ta 11s11MTa oocuwewtary TRNWER TAX t;. - MAIL TAX STATEMENTS TO: t q umvccrporeled area 0 m of SAME AS ABOVE C puled an ar emaiderabon W v& a of p,op" amost d; on O Campttled an ft eamdaraoon Cr value lass W* or envomodmem fer" Kno al true d safe. C The Uh WS19Flad SpnaMn of Oederanl of Apeal detetntnmg Ian: "mano r GRANT DEED FOR A VALUABLE CONSIDERATION, feow of which Is hereby ecwvwh* STANLEY E. MEISNER, A SINGLE MAN ed, hereby GRANT(S) to CRY OF KERMAN. a Califorrila Munldpat Corporation the real property In ft Unincorporated Area County of FRESNO, State of California, described as AS DESCRIBED IN EXHIBIT ' A" ATTACHED HERETO AND MADE A PART HEREOF 1 - Dated July N'? nnrn. t, 4arflk SS. Iphi t" yy STATE OF CALVORNLA 149 c[il1n CO or` Fret 0, t Wfde ma, pentenely appemed perscnaty krimn b me Icr proved to m( i an M 04 of eaideroel fo ba ma i+srsanla) uhaae mmels) atere eulmobed ID ft within inavrbnl and m* narkdpe to rim 00 " NNW aaaared Ina same In hmvnthe+l aul arized rapeamers), and that by hd&wjthe'r somm(els) an the amtrument We parson Cr 4W eroby upm b& WI of wheh " personis) ockd, execubw the rminamnl. Wm'E55 lry hand and afllf?al Seal. Slgnalyn r l Ls. fi n,, 1 L. TOP,. StAN COMM : r 1: nd7xrr W,.. rmi<ut Ali Cemir -t.: - ;` K. IG evot Mls area krahlcal nofansl SeaU

4 EXHIBIT "A" PARCEL 1: THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 17 EAST, MOUNT DIABLO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF; EXCEPT ALL OIL. GAS AND OTHER HYDROCARBON SUBSTANCE IN AND UNDER SAD PROPI: RTYTOGETIEER WiTi1 THE RIGHT AND PRIVILEGE TO DEVELOP AND REMOVE THE SAME AS RESERVED IN THE DEED FROM HENRY KRESSMLANN, TO HARLEY E. ROBERTS AND GLADYS A. ROBFRTS. RECORDED NOVENWER 23, 1951 IN BOOK 3091, PAGE 269 OF OFFICIAL RECORDS. DOCUMENT NO PARCEL 2: THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 17 EAST, MOUNT DIABLO BASE AND MERIDIAN ACCORDING TO THE OFFICIAL. PLAT THEREOF; EXCEPT THEREFROM ALL 011., GAS AND OTHE -R IIYDROCARB0N SUBSTANCE IN AND UNDER SAID PROPERTY, AS GRANTED IN THE DEED FORM HENRY KRF..SSMANN, A MARRIED MAN, TO POR11A F. KRFSSMAN, FT AL, RECORDED Y 5, 1949, AS DOCUMENT NO, 22288, AND AS RE.SLRVI D IN THE DEED FROM HENRY KRJ; SSMAN. AS [] IS SOLE AND SEPAR.ATF PROPERTY AND PORTIA F. KRESSMIANN, WIFE OF HENRY KRESSMANN, TO HARLEY E. ROBERTS AND GLADYS A. ROBERTS. DATED JANUARY 12, 195?. RECORDED JANUARY 23, 1452 IN BOOK 3113 PAGE 34D OF OFFICIAL. RECORDS. DOCUMhNT NO. 3911

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7 EXHIBIT F TERMINAL VALUES The applicable Terminal value with respect to the System under the Agreement shall be calculated in accordance with the following: Terminal Value Year f Term: : Column 1 Circumstances Under Which Host Does Not Take Title to the System ($ including costs of removal 1 4, 542, , 151, , 686, , 241, ,792, 473 Purchase Date Occurs on the 91st day following: Each " Anniversary" below shall refer to the anniversary of the Commercial Operation Date) Column 2 Circumstances Under Which Host Takes Title to the System $ does not include costs of removal 6 2,455, , 383, , 308, ,230, , 149, , 064, , 975, , 881, , 783, , 680, , 571, , 457, , 336, , 207, , 072, , , , , , 521 6''' Anniversary** 2, 136, 803 7th 8tb 91h Anniversary 2, 064, 812 Anniversary 1, 989, 950 Anniversary 1, 911, ' h Anniversary 1, 830, th 12th Anniversary 1, 745, 556 Anniversary 1, 656, 'h Anniversary 1, 563, th 15th 16th Anniversary 1, 465, 090 Anniversary 1, 361, 935 Anniversary 1, 253, ' h Anniversary 18th Anniversary 1, 138, 598 L $ 1, 017, ' h Anniversary 889, 'h Anniversary 753, th Anniversary 523, 'h Anniversary 431, I Anniversary 339, ' h Anniversary 246,990 25' h Anniversary 154, 921

8 Purchase Date refers to the Purchase Date as defined in the General Conditions of the PPA. Any of the PPA. purchase of the System by Host must comply with Section 2. 3 of the General Conditions

MEMORANDUM OF TEAM USE AGREEMENT

MEMORANDUM OF TEAM USE AGREEMENT APNs: 162-29-302-001, 162-29-302-003, 162-29-302-004 and 162-29-401-017 Recording Requested By and When Recorded Return To: Morgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110 Attn.: