DRS/A

Confidential Draft No. 5 Submitted to the Securities and Exchange Commission on September 6, 2017

As filed with the Securities and Exchange Commission on             , 2017

Registration No.            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under

the Securities Act of 1933

BLOOM ENERGY CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	3620	77-0565408
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1299 Orleans Drive

Sunnyvale, California 94089

(408) 543-1500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

KR Sridhar

Chief Executive Officer

Bloom Energy Corporation

1299 Orleans Drive

Sunnyvale, California 94089

(408) 543-1500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gordon K. Davidson, Esq. Sayre E. Stevick, Esq. Jeffrey R. Vetter, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 (650) 988-8500 Shawn M. Soderberg, Esq. Bloom Energy Corporation 1299 Orleans Drive Sunnyvale, California 94089 (408) 543-1500 Alan F. Denenberg, Esq. Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.   ☒

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(1)(2)	Amount of Registration Fee
Common Stock, par value $0.0001 per share

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes the aggregate offering price of additional shares the underwriters have the right to purchase from the Registrant, if any.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated                 , 2017

Preliminary Prospectus

                SHARES

COMMON STOCK

This is an initial public offering of Bloom Energy Corporation’s shares of common stock. We are offering to sell                 shares in this offering. The selling stockholders identified in this prospectus are offering an additional                 shares. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders.

Prior to this offering, there has been no public market for the common stock. It is currently estimated that the initial public offering price per share will be between $             and $            .

We intend to list the common stock on the                 under the symbol “BE.”

We are an “emerging growth company” as defined under federal securities laws and, as such, will be subject to reduced public company reporting requirements. Investing in our common stock involves risks. See “Risk Factors” on page 17 to read about factors you should consider before buying shares of common stock.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling stockholders	$	$

⁽¹⁾  See “Underwriting” for a description of the compensation payable to the underwriters.

To the extent that the underwriters sell more than                  shares of common stock, the underwriters have the option to purchase up to an additional                  shares of common stock from us and the selling stockholders at the initial public offering price less the underwriting discount within 30 days from the date of this prospectus.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment in New York, New York on                 , 2017.

J.P. Morgan	Morgan Stanley
Credit Suisse
BofA Merrill Lynch	Pacific Crest Securities a division of KeyBanc Capital Markets

Baird         Cowen and Company       HSBC         Raymond James       RBC Capital Markets

Prospectus dated                 , 2017

TABLE OF CONTENTS

	Page
Prospectus summary		1
Risk factors		17
Special note regarding forward-looking statements		40
Industry and market data		41
Use of proceeds		42
Dividend policy		42
Capitalization		43
Dilution		46
Selected consolidated financial data		52
Management’s discussion and analysis of financial condition and results of operations		60
Business		116
Management		133
Executive compensation		141
Related party transactions		150
Principal and selling stockholders		154
Description of capital stock		158
Shares eligible for future sale		166
Material U.S. federal income tax considerations for non-U.S. holders		169
Underwriting		174
Experts		183
Legal matters		184
Where you can find more information		184
Index to consolidated financial statements		F-1

We are responsible for the information contained in this prospectus and in any free writing prospectus filed with the Securities and Exchange Commission. We, the underwriters and the selling stockholders have not authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus filed with the Securities and Exchange Commission. We, the underwriters and the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.

Neither we, the selling stockholders, nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who obtain this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside of the United States.

Through and including                 , 2017 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before buying shares in this offering. Therefore, you should read this entire prospectus carefully, including “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financial statements and the related notes contained elsewhere in this prospectus. Unless the context requires otherwise, the words “we,” “us,” “our” and “Bloom Energy” refer to Bloom Energy Corporation and its subsidiaries.

BLOOM ENERGY CORPORATION

Overview

Our mission is to make clean, reliable energy affordable for everyone in the world. To fulfill this mission, we have developed an advanced distributed electric power solution that is redefining the $2.5 trillion electric power market and transforming how power is generated and delivered, with the commercial and industrial segments as our initial focus. Our solution, the Bloom Energy Server, is an on-site stationary power generation platform, built for the digital age and capable of delivering uninterrupted, 24x7 base load power that is fault tolerant, resilient and clean. The Bloom Energy Server converts standard low-pressure natural gas or biogas into electricity through an electrochemical process without combustion, resulting in very high conversion efficiencies and lower greenhouse gas emissions than conventional fossil fuel generation such as coal or oil combustion. A typical configuration produces 250 kilowatts of power in a footprint roughly equivalent to that of half of a standard 30 foot shipping container, or approximately 125 times more space-efficient than solar power generation. 250 kilowatts of power is roughly equivalent to the constant power, or base load, requirement of a typical big box retail store. Any number of these Energy Server systems can be clustered together in various configurations to form solutions from hundreds of kilowatts to many tens of megawatts. The cost of electricity delivered by our solution is often favorable compared to grid-supplied power in the areas where our Energy Servers are deployed. Most importantly, the electricity produced by our systems offers our customers a significant advantage in predictable economics compared to rising and unpredictable grid prices. As a result, our system has been adopted by some of the largest companies in the world, including 24 of the Fortune 100 companies as of June 30, 2017.

The traditional centralized electric grid infrastructure requires significant investment for its maintenance, upgrade and operation, which has been continually driving up the cost of grid power. The electric grid has inherent vulnerabilities and is susceptible to failures due to natural disasters as well as cyber-attacks and physical sabotage. The daisy-chain topology of the centralized grid has a tendency to cascade outages rather than to contain them. Because our on-site stationary power systems are located at the point of consumption, our Energy Servers, when configured with our uninterruptible power module (UPM), largely avoid the existing electric power grid’s inherent vulnerability to outages from weather events and other threats, as well as the additional losses of efficiency associated with the transmission of power over long distances. Our Energy Servers are modular, redundant, and can be “hot swapped,” or serviced without interruption, offering very high availability to our customers.

According to the United Nations Development Programme, 1.3 billion people worldwide live without electricity—more than one in five people around the globe. In emerging countries, where there tends to be an acute shortage of electricity, it is often not economically viable to construct a new centralized grid due to the significant upfront investment required. We believe there is a leap-frogging opportunity in emerging economies to bypass the development or expansion of a centralized electric grid with a network of micro-grids powered by distributed power generation.

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The electric grid typically delivers power generated by sources with a high carbon footprint, and there is increasing pressure to reduce resulting carbon dioxide and other greenhouse gas emissions. There is a rising demand for uninterruptible, distributed, clean electricity solutions that overcome the challenges of the traditional grid, and can address the requirements of the digital economy by delivering 24x7 electric power, with very high availability, reliability and quality. Our Energy Servers operate on-site at very high efficiencies using natural gas or biogas, offering significant greenhouse gas reductions, and, unlike prevalent renewable technologies such as wind and solar, provide a viable alternative to base load electricity generated by a central power plant.

We designed our solution as an alternative to the electric grid, with our value proposition centered on reliability, resiliency and sustainability, combined with attractive and predictable economics. Our systems deliver 24x7, clean base load power customized for today’s digital world, with high predictability and certainty of value for our customers over the long term. We have invested over $2.2 billion into building our company and developing our solution, and have continuously innovated and evolved our technology over time. Our latest solution is significantly less expensive to produce than our first commercially deployed solution in 2008, allowing us to expand our target markets. Our team has decades of experience in the various specialized disciplines and systems engineering concepts unique to this technology. We had 190 issued patents in the United States and 77 issued patents internationally as of June 30, 2017.

Our solution is capable of addressing customer needs across a wide range of industry verticals, including big box retail and grocery stores, corporate campuses, telecommunications and advanced data centers. However, we believe that we are capturing only a small percentage of our largest customers’ total energy spend, which gives us a significant opportunity for growth, particularly as the price of grid power increases in areas where our customers have additional sites. As of June 30, 2017, we had 263 megawatts in total deployed systems. As of December 31, 2016, we had product sales backlog of 87.1 megawatts.

Industry Background

People around the world depend upon access to reliable and affordable electric power for a healthy, functioning economy and for delivery of essential services. According to Marketline, the market for electric power is one of the largest sectors of the global economy with an annual spend of $2.5 trillion in 2014, and is projected to grow at a compound annual growth rate of 7.6% to $3.6 trillion in 2019.

There are numerous challenges driving a transformation in how electricity is produced, delivered and consumed. We believe that this transformation will be similar to the seismic shifts seen in the computer and telecommunications industries, from centralized mainframe computing and landline telephone systems to ubiquitous and highly personalized distributed technologies.

Some of the key challenges facing the electric power market are:

Increasing costs to maintain and operate the existing electric grid

The U.S. Department of Energy has recently described the U.S. electricity grid as “aging, inefficient, congested, and incapable of meeting the future energy needs of the information economy,” while the American Society of Civil Engineers gave the U.S. energy infrastructure a grade of D+ in 2013. The electric power grid has suffered from insufficient investment in critical infrastructure. The Edison Electric Institute estimated that between 2015 and 2017, U.S. investor-owned electric utilities will need to make total capital expenditure investments of approximately $300 billion.

Inherent vulnerability of existing grid design

The existing electric grid architecture features centralized, monolithic power plants and mostly above-ground transmission and distribution wires. This design has numerous points of failure and limited redundancy, and the

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daisy-chain topology can cascade outages rather than contain them. For example, in 2003, an initial failure blamed on a tree branch in Ohio set off outages that cascaded across eight states and parts of Canada, cutting power for 50 million people.

Furthermore, the limits of this design, coupled with aging and underinvested infrastructure, leaves the grid vulnerable to natural disasters. The U.S. Council of Economic Advisers and the U.S. Department of Energy estimate that weather-related electricity outages cost the U.S. economy up to $335 billion between 2003 and 2012. Some of these natural disasters are increasing in frequency and severity, a trend expected to continue due to climate change and other factors, which will likely increase the cost of grid-supplied power to customers.

There is also increasing concern over the threat of cyber-attack and physical sabotage to the centralized grid infrastructure.

Lack of access to affordable and reliable electricity in developing countries

According to the United Nations Development Programme, 1.3 billion people worldwide live without electricity—more than one in five people around the globe. For developing countries to grow their economies, they must expand access to reliable and affordable electric power. Building a centralized grid system, in addition to its inherent limitations, can also be infeasible due to the lack of adequate capital for upfront investment. Moreover, in dense urban areas, the costs of building this infrastructure are compounded by a lack of urban planning. In rural areas, using the centralized model to transmit and distribute electricity to low-density populations is economically unviable. As a result, we believe these countries are likely to develop a hybrid solution consisting of both centralized and distributed electrical power infrastructure to accelerate availability of power.

Increasing concern over climate change

In response to rising concern over climate change, the 2015 Paris COP21 climate talks resulted in a global consensus that the rate of release of carbon dioxide and other greenhouse gases must be reduced with an increased sense of urgency. The electric power sector, which today produces more greenhouse gases than any other sector of the global economy, is under increasing pressure to do its part. Policy initiatives to reduce greenhouse gases from power generation are widespread, including renewable portfolio standards, or mandated targets for low- or zero-carbon power generation.

Intermittent generation sources negatively impacting grid stability

According to the Department of Energy’s Quadrennial Energy Review in 2015, electricity generation from wind grew over three-fold while solar grew over 20-fold between 2008 and 2014. While these renewable sources help to reduce greenhouse gas emissions, they provide only intermittent power to the grid, which compromises the grid’s ability to deliver 24x7 reliable electric power. As the penetration of these resources increases, balancing real-time supply and demand becomes more challenging and costly.

Due to these challenges, we need 24x7 electric power solutions that are reliable, clean and without the shortcomings of the existing grid infrastructure. This need is especially acute in the commercial and industrial (C&I) segments, representing 68% of global electricity consumption, according to Marketline, where cost and reliability have a direct impact on profitability and business sustainability.

Our Solution

Our Bloom Energy Server is an advanced distributed power generation system that delivers clean, always-on, primary base load power on-site.

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The Bloom Energy Server is based on our proprietary solid oxide fuel cell technology, which converts fuel into electricity through an electrochemical process without combustion. The only input to the system is standard low-pressure natural gas or biogas from municipal gas lines. The high-quality electrical output of the Energy Server is connected to the customer’s main electrical feed, capable of avoiding the transmission and distribution losses associated with the centralized grid system. Each Bloom Energy Server is modular and composed of independent 50 kilowatt power modules. A typical configuration includes multiple power modules in a single Energy Server, which produces 250 kilowatts of power in a footprint roughly equivalent to that of half a standard 30 foot shipping container, or approximately 125 times more space-efficient than solar power generation. Any number of these Energy Server systems can be clustered together in various configurations to form solutions from hundreds of kilowatts to many tens of megawatts. The Bloom Energy Server provides a single core technology platform that is easily customizable and upgradeable to add new features and capabilities. The Bloom Energy Server is easily integrated into corporate environments due to its aesthetically attractive design, compact space requirement, minimal noise profile and lack of harmful emissions.

Our Value Proposition

Our value proposition is supported by four key pillars: reliability, resiliency, sustainability and predictable economics. While the relative importance of these attributes can vary by customer, the combination of these four factors is a significant differentiator for us in the marketplace. We provide a complete, integrated “behind-the-meter” solution including installation, equipment, service, maintenance and, in some cases, bundled fuel. The four elements of our value proposition emphasize those areas where there is a strong customer need and where we believe we can deliver superior performance.

Reliability. Our Energy Servers deliver always-on, 24x7 base load power that can be used with or without complementary intermittent power sources. The output of our Energy Servers is designed to meet the requirements of the digital economy, with very high availability of power, mission-critical reliability and grid-independent capabilities. Bloom provides highly customizable power. The Bloom Energy Server can be configured to eliminate the need for traditional backup power equipment such as diesel generators, batteries or UPS systems.

Resiliency. Our Energy Servers avoid the vulnerabilities of conventional transmission and distribution lines by generating power on-site. The system operates at very high availability due to its modular and fault-tolerant design, which includes multiple independent power generation modules that are hot swappable. Importantly, our systems utilize the reliable and resilient natural gas infrastructure, which is a mesh network buried underground, unlike the daisy chain, above-ground electric grid architecture. A failure at one point in the natural gas system does not necessarily cause the same kind of cascading failure that can occur on the electrical grid.

Sustainability. Our Energy Servers are fuel-flexible, enabling our customers to choose the fuel source that best fits their needs based on availability, cost and carbon footprint. When running on natural gas, compared to average emissions across the U.S. grid, Bloom Energy Servers reduce carbon emissions by over 50%. Bloom Energy Servers can also utilize renewable biogas to generate carbon-neutral electricity. In both cases, our Energy Servers emit virtually no criteria air pollutants, including NOx or SOx.

Bloom Energy Servers use virtually no water in normal operation. On average, to produce one megawatt per hour for a year, thermoelectric power generation for the U.S. grid consumes approximately 156 million gallons of water more than Bloom Energy Servers.

Predictable economics. In contrast to the rising and unpredictable cost outlook for grid electricity, we offer our customers the ability to lock in cost for electric power over the long term. We provide customers with a solution that includes all of the fixed equipment and maintenance costs for the life of the contract. We also enable our customers to scale from a few hundred kilowatts to many megawatts on a “pay-as-you-grow” basis.

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Factors Driving Customer Adoption

Key factors that are driving the rapid adoption of our solution include:

Customers are driving a growing requirement for high-quality and reliable power in the increasingly pervasive digital economy. The proliferation of cloud services and big data, and the associated explosion in demand for computing power, is reshaping the type and quality of power demanded by the digital economy. For providers and users of cloud services, uninterruptible, high-quality power is essential—requirements that the legacy grid is struggling to meet. Our highly available and scalable solution can replace the current patchwork of solutions, which include surge protectors, UPS and back-up generators.

Customers are seeking an alternative to the unpredictable and rising price of grid power. Grid costs in the United States have been rising for decades and are expected to continue to rise over the long term. In the shorter term, grid prices can be volatile, driven by regulatory judgments, commodity prices and the impact of external events such as weather. In contrast, we offer a complete turn-key solution that can provide customers with a competitive and predictable cost for their electricity for periods of up to 20 years.

Our technology is proven with industry-leading customers. Our approach to innovation is evolutionary—every generation of our technology builds on a proven core and factors in lessons learned from our broadly deployed fleet. Our systems have been deployed with Fortune 500 customers since 2008 and have reached 263 megawatts in total. Our systems have operated without disruption through natural disasters such as Hurricane Sandy and the 6.0 Richter scale earthquake near Napa, California in 2014.

The natural gas revolution has provided an economically attractive means for achieving carbon reduction. Natural gas, an important bridge fuel to the lower-carbon future, is now in abundant supply at economically attractive prices. This abundance, coupled with new technologies such as our Energy Servers that convert this fuel into electricity at high efficiency, will play a major role in replacing high-carbon fuels such as coal and oil.

Our Growth Strategy

Our growth strategies include:

Maintain technology leadership and leverage first-mover advantage

Our technology leadership is considerable and we have a well-established track record of continuous improvement. Our priority is to continue to advance our technology and build on this leadership position.

Significant and sustained improvements in “power density.” We have continually added more generation capacity into the same footprint and expect to continue to do so with successive generations of our technology. Today’s Bloom Energy Servers are capable of delivering five times the power of our first-generation system only five years ago, while staying within approximately the same service footprint. It is also an increasingly powerful differentiator versus other solutions such as solar, which requires at least 125 times more space—which is often unavailable—to deliver the same amount of power as one Bloom Energy Server does today.

Continual increases in electrical efficiency. Efficiency is defined as the percentage of the energy in the fuel that is converted to electricity. The higher the efficiency, the less fuel used to generate a given unit of electric power output, resulting in lower fuel costs. Today our Energy Servers are significantly more efficient than the average of the U.S. grid. The latest generation of our Energy Servers, which began shipping in 2015, is capable of beginning-of-life efficiencies of 65%, and we expect to further improve the efficiency in succeeding generations.

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Expanded feature sets and sizing options to address new market opportunities. The Bloom Energy Server platform provides the hardware and software building blocks that can be deployed in different configurations to provide market-specific solutions. For example, we may provide smaller or custom solutions which could allow us to address additional markets, such as powering cell sites, franchise retail, multi-tenant housing and large industrial applications.

Grow wallet share with existing customers and acquire new customers

We employ a “land and expand” model, in which our strategy is to prove the value of Bloom solutions to our customers, establish incumbency and grow share of wallet as we create more value across more of our customers’ facilities over time. Approximately three quarters of our sales volume since 2011 has been derived from repeat customers. These repeat orders provide better visibility into our sales pipeline and also lower our cost of sales. We currently target primarily Fortune 500 customers with very significant electric power spend. Given our customers’ large total electric power spend, we view the current low penetration rate as a significant opportunity for growth. The successful adoption of our solution by industry leaders has also encouraged new customers of similar scale and electricity demand to follow suit. As a result, while volume has been driven by repeat customers, the majority of new sales contracts since 2011 are with new customers.

Drive production cost reductions to expand our market

Since our initial commercial deployments eight years ago, we have continually brought the production cost of our systems down. We expect technology innovation to drive further reductions as each successive generation of Bloom Energy Servers builds on the design and field experience of all previous generations. As our production costs continue to decrease this will enable us to expand into new markets. Furthermore, we expect that increased production volumes will lead to further cost reductions, enabling improved margins. On a per unit basis, which we measure in dollars-per-kilowatt, we have reduced our material costs by over 75% from the inception of our first generation Energy Server to our current generation Energy Server. Material costs per unit came down by more than 50% over the life of our first generation system and by over 40% over the life of our second generation system. With each successive new generation, we have been able to reduce the material costs compared to the prior generation’s material costs: Our second generation had material costs at the start of production that were approximately 60% lower per kilowatt than our first generation and our third generation had material costs at the start of production that were more than 35% lower per kilowatt than our second generation.

Expand into international markets and new fast-growing segments

International. Most of our current and target customers have global footprints, which we expect will be another avenue for growth while also lowering the cost and risk of new market entry. Today, we have installations in Japan and India.

We also target fast-growing segments where we believe we can deliver significant value including data centers and critical facilities such as distribution centers, which cannot suffer even a momentary disruption to power without significant negative consequences.

Data Centers. According to Technavio, a leading market research company, the global data center power market was valued at $9.9 billion in 2014 and is expected to reach $18.7 billion by 2019, growing at a compound annual growth rate of 14%. We are well positioned in the data center power market, with the capability to provide primary power for data centers with up to Tier III availability and reliability without reliance on traditional backup or power conditioning equipment.

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Micro-Grids. To mitigate the risk of grid power outages, there is significant and growing interest in micro-grids, which combine distributed power generation and storage into a network that can be isolated from the larger grid. According to Technavio, the global micro-grid market was valued at $9.2 billion in 2014 and is expected to reach $21.8 billion by 2019, growing at a compound annual growth rate of 19%. We are well positioned to compete in this market by providing a field-customizable, on-site, always-on base load power generation system—a key requirement for a micro-grid solution.

Provide innovative financing options to our customers

We intend to continue to assist our customers by providing innovative financing options to purchase our solution and grow our market opportunity. Our customers can purchase our systems outright, with operations and maintenance services contracts, or purchase the electricity that our Energy Servers produce without any upfront costs, through various financing vehicles, including leases and power purchase agreements (PPAs).

Risk Factors

Our business is subject to many risks and uncertainties, as more fully described under “Risk Factors” and elsewhere in this prospectus. For example, you should be aware of the following before investing in our common stock:

• our limited operating history and our nascent industry makes evaluating our business and future prospects difficult;

• the distributed generation industry is an emerging market and distributed generation may not receive widespread market acceptance;

• we have incurred significant losses in the past and we do not expect to be profitable for the foreseeable future;

• our Energy Servers have significant upfront costs, and we will need to attract investors to help customers finance purchases;

• if our Energy Servers contain manufacturing defects, our business and financial results could be harmed;

• if our estimates of useful life for our Energy Servers are inaccurate or we do not meet service and performance warranties and guarantees, our business and financial results could be harmed;

• our business currently depends on the availability of rebates, tax credits and other tax benefits, and other financial incentives. The reduction, modification, or elimination of government economic incentives could cause our revenue to decline and harm our financial results;

• we rely on tax equity financing arrangements to realize the benefits provided by investment tax credits and accelerated tax depreciation;

• we derive a substantial portion of our revenue and backlog from a limited number of customers, and the loss of, or a significant reduction in orders from, a large customer could have a material adverse effect on our operating results and other key metrics;

• our products involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis it could harm our business;

• our business is subject to risks associated with construction, cost overruns and delays, including those related to obtaining government permits, and other contingencies that may arise in the course of completing installations;

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• the failure of our suppliers to continue to deliver necessary raw materials or other components of our Energy Servers in a timely manner could prevent us from delivering our products within required time frames, and could cause installation delays, cancellations, penalty payments and damage to our reputation;

• our financial condition and results of operations and other key metrics are likely to fluctuate on a quarterly basis in future periods, which could cause our results for a particular period to fall below expectations, resulting in a severe decline in the price of our common stock;

• we must maintain customer confidence in our liquidity and long-term business prospects in order to grow our business; and

• a material decrease in the retail price of utility-generated electricity or an increase in the price of natural gas would affect demand for our Energy Servers.

Corporate Information

We were incorporated in the State of Delaware on January 18, 2001 as Ion America Corporation. On September 20, 2006, we changed our name to Bloom Energy Corporation. Our principal executive offices are located at 1299 Orleans Drive, Sunnyvale, California 94089, and our telephone number is (408) 543-1500. Our website address is www.bloomenergy.com. The information on, or that can be accessed through, our website is not part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

“Bloom Energy” is our registered trademark in the United States and is registered in Japan, India, Australia, the European Union and under the Madrid Protocol. Our other registered trademarks and service marks in the United States include: Energy Server, Bloom Electrons, Bloomconnect, Bloomenergy, Bloom Box and BE. This prospectus also contains trademarks, service marks and trade names of other companies. We do not intend for our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of, us by these other companies.

Implications of Being an Emerging Growth Company

As a company with less than $1.07 billion in revenue during our last completed fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies. These reduced reporting requirements include:

• an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

• an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;

• reduced disclosure about our executive compensation arrangements;

• an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements; and

• extended transition periods for complying with new or revised accounting standards.

We will remain an emerging growth company until the earliest to occur of: (1) the end of the first fiscal year in which our annual gross revenue is $1.07 billion or more; (2) the end of the first fiscal year in which we are deemed to be a “large accelerated filer,” as defined in the Securities Exchange Act of 1934, as amended, or the

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Exchange Act; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; and (4) the end of the fiscal year during which the fifth anniversary of this offering occurs. We may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. We are choosing to irrevocably “opt out” of the extended transition periods available under the JOBS Act for complying with new or revised accounting standards, but we currently intend to take advantage of the other exemptions discussed above. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock.

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THE OFFERING

Common stock offered by us                 shares

Common stock offered by the selling stockholders                 shares

Total common stock offered                 shares

Common stock outstanding after this offering                 shares

Option to purchase additional shares of our common stock from us                 shares

Option to purchase additional shares of our common stock from the selling stockholders                 shares

Use of proceeds We estimate that the net proceeds from the sale of shares of our common stock that we are selling in this offering will be approximately $         million, based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

We intend to use the net proceeds from this offering for general corporate purposes, including research and development and sales and marketing activities, general and administrative matters and capital expenditures. See “Use of Proceeds.”

Proposed             symbol “BE”

Risk factors See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.

The number of shares of our common stock to be outstanding after this offering is based on 132,779,150 shares of our common stock outstanding as of June 30, 2017, and excludes:

• 16,271,437 shares of our common stock issuable upon exercise of outstanding stock options as of June 30, 2017 with a weighted average exercise price of $17.31 per share under our 2002 Equity Incentive Plan and 2012 Equity Incentive Plan;

• 4,688,879 shares of our common stock issuable upon settlement of restricted stock units (RSUs) outstanding as of June 30, 2017under our 2012 Equity Incentive Plan;

• 50,000 shares of our common stock issuable upon the exercise of outstanding warrants to purchase common stock as of June 30, 2017, with an exercise price of $25.76 per share;

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• 1,141,184 shares of our common stock issuable upon the exercise of outstanding warrants to purchase Series F convertible preferred stock and Series G convertible preferred stock as of June 30, 2017, with a weighted average exercise price of $21.18 per share, which, if not exercised prior to the completion of this offering, shall convert in accordance with their terms into warrants to purchase common stock;

• up to 224,000 shares of our common stock issuable to one of our customers on the occurrence of certain installation milestones;

• 200,000 shares of common stock issuable 180 days from the date of this prospectus. These shares will be issued as part of a dispute settlement with a securities placement agent as described in “Description of Capital Stock—Securities Acquisition Agreement”;

•             shares of our common stock issuable upon the conversion of our outstanding 6.0% Convertible Senior Secured PIK Notes due 2020 (6% Notes) as of June 30, 2017, based on an assumed initial public offering price of $             per share, which is the midpoint of the price range set forth on the cover page of this prospectus, which notes will be convertible at the option of the holders thereof following the completion of this offering (for each $1.00 increase or decrease in the public offering price per share, the number of shares issuable upon such conversion would increase or decrease, as applicable, by              shares); and

•             shares of common stock reserved for future issuance under our equity-based compensation plans, consisting of 2,811,517 shares of common stock reserved for issuance under our 2012 Equity Incentive Plan as of June 30, 2017,             shares of common stock reserved for issuance under our 2016 Equity Incentive Plan, and                 shares of common stock reserved for issuance under our 2016 Employee Stock Purchase Plan, and excluding shares that become available under the 2016 Equity Incentive Plan and 2016 Employee Stock Purchase Plan pursuant to provisions of these plans that automatically increase the share reserves each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

Because the conversion price of the 6% Notes will depend upon the actual initial public offering price per share in this offering, the actual number of shares issuable upon such conversion will likely differ from the number of shares set forth above. In this regard, a $1.00 increase in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the number of shares of our common stock issuable on conversion of the 6% Notes by              shares. A $1.00 decrease in the assumed initial public offering price would increase the number of shares of our common stock issuable on conversion of the 6% Notes by              shares. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Credit Facilities—Bloom Energy Indebtedness” for more information.

Except as otherwise indicated, all information in this prospectus assumes:

• the automatic conversion of all outstanding shares of our convertible redeemable preferred stock into an aggregate of 107,610,244 shares of common stock, effective upon the closing of this offering;

• the automatic conversion of all of our outstanding 8% Subordinated Secured Convertible Promissory Notes (8% Notes) into shares of our Series G convertible redeemable preferred stock at a per share price of $25.76 as of June 30, 2017, and the subsequent automatic conversion of such shares of Series G convertible redeemable preferred stock into an aggregate of 9,125,606 shares of common stock effective upon the closing of this offering;

• no issuance of shares upon the exercise or settlement of outstanding stock options, warrants or restricted stock units subsequent to June 30, 2017, except for an aggregate of 150,000 shares of common stock that we expect to issue upon the exercise of outstanding warrants exercisable for shares

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of our Series F convertible preferred stock, which warrants would otherwise expire immediately prior to the completion of this offering;

• the issuance and exercise of warrants to purchase 469,333 shares of our common stock at an exercise price of $0.01 per share to certain purchasers of our 6% Notes, as described in “Description of Capital Stock—6.0% Convertible Senior Secured PIK Notes due 2020,” which warrants will automatically be deemed exercised pursuant to their terms immediately prior to the completion of this offering;

• the filing of our amended and restated certificate of incorporation and adoption of our amended and restated bylaws immediately prior to the closing of this offering; and

• the underwriters will not exercise their option to purchase additional shares of common stock from us and the selling stockholders in this offering.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

You should read the summary consolidated financial data set forth below in conjunction with our consolidated financial statements, the notes to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this prospectus.

The summary consolidated statements of operations data for the years ended December 31, 2015 and 2016 are derived from our audited consolidated financial statements included elsewhere in this prospectus. We derived the summary consolidated statements of operations data for the six months ended June 30, 2016 and 2017, and the summary consolidated balance sheet data as of June 30, 2017 from our unaudited consolidated financial statements included elsewhere in this prospectus. You should read the following selected consolidated financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus.

Please see the section titled “Selected Consolidated Financial Data—Key Operating Metrics” for information regarding how we define our product accepted during the period, megawatts deployed, billings for product accepted in the period, billings for installation on product accepted, billings for annual maintenance

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services agreements, product costs of product accepted, period costs of manufacturing related expenses not included in product costs and installation costs on product accepted.

	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
	(in thousands, except for per share data)
							(unaudited)
Consolidated Statements of Operations
Revenue
Product	$	61,853		$	76,478		$	30,729		$	67,600
Installation		18,781			16,584			6,280			26,647
Service		36,944			43,118			21,572			22,799
Electricity		55,311			72,360			32,789			41,934
Total revenue		172,889			208,540			91,370			158,980
Cost of revenue
Product		163,143			103,157			47,973			86,392
Installation		24,588			17,725			7,040			28,300
Service		135,470			154,994			60,038			39,506
Electricity		31,372			36,153			15,454			19,786
Total cost of revenue		354,573			312,029			130,505			173,984
Gross profit (loss)		(181,684	)		(103,489	)		(39,135	)		(15,004	)
Operating expenses
Research and development		43,933			46,848			22,217			23,591
Sales and marketing		19,543			29,101			14,073			16,508
General and administrative		58,976			61,545			27,011			27,204
Total operating expenses		122,452			137,494			63,301			67,303
Loss from operations		(304,136	)		(240,983	)		(102,436	)		(82,307	)
Interest expense		(40,633	)		(81,190	)		(37,525	)		(49,917	)
Other income (expense), net		(2,891	)		(379	)		(297	)		133
Gain (loss) on revaluation of warrant liabilities and embedded derivatives		2,686			(13,035	)		1,453			(453	)
Net loss before income taxes		(344,974	)		(335,587	)		(138,805	)		(132,544	)
Income tax provision		707			729			425			442
Net loss		(345,681	)		(336,316	)		(139,230	)		(132,986	)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(4,678	)		(56,658	)		(27,960	)		(9,979	)
Net loss attributable to common stockholders	$	(341,003	)	$	(279,658	)	$	(111,270	)	$	(123,007	)
Net loss per share attributable to common stockholders, basic and diluted:	$	(23.34	)	$	(18.56	)	$	(7.42	)	$	(8.06	)
Weighted average shares used to compute net loss per share attributable to common stockholders, basic and diluted		14,611			15,069			15,000			15,264
Pro forma net loss per share attributable to common stockholders basic and diluted (unaudited)				$	(2.13	)				$	(0.93	)
Pro forma weighted average shares used to compute pro forma net loss per share attributable to common stockholders basic and diluted (unaudited)					131,386						132,000

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Key operating metrics:

	Years Ended December 31,				Six Months Ended June 30,
	2015		2016		2016		2017
Product accepted during the period (in 100 kilowatt systems)		349		687		298		281
Megawatts deployed as of period end		186		235		208		263

	Years Ended December 31,				Six Months Ended June 30,
	2015		2016		2016		2017
	(in thousands)
Billings for product accepted in the period	$	258,075	$	522,543	$	228,533	$	113,035
Billings for installation on product accepted in the period		47,004		114,680		49,450		48,367
Billings for annual maintenance services agreements		60,586		67,820		24,072		33,063

	Three Months Ended
	Mar. 31, 2016		Jun. 30, 2016		Sep. 30, 2016		Dec. 31, 2016		Mar. 31, 2017		Jun. 30, 2017
Product costs of product accepted in the period (per kilowatt)	$	5,086	$	4,809	$	4,383	$	3,826	$	3,999	$	3,121
Period costs of manufacturing related expenses not included in product costs (in thousands)		4,302		4,586		6,869		6,143		7,397		8,713
Installation costs on product accepted in the period (per kilowatt)		1,280		1,481		1,056		1,170		1,974		1,306

For a discussion of these key operating metrics, see “Summary Consolidated Financial and Other Data—Key Operating Metrics” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics”.

Our consolidated balance sheet as of June 30, 2017 is presented on:

• an actual basis;

• a pro forma basis to give effect to (i) the automatic conversion of all outstanding shares of our preferred stock into 107,610,244 shares of common stock immediately prior to the closing of this offering, (ii) the automatic conversion of all outstanding 8% Notes to Series G convertible preferred stock at a per share price of $25.76, and the conversion of such Series G convertible preferred stock into 9,125,606 shares of common stock immediately prior to the completion of this offering, (iii) the issuance and exercise of warrants to purchase 469,333 shares of our common stock at an exercise price of $0.01 per share to certain purchasers of our 6% Notes, as described in “Description of Capital Stock—6.0% Convertible Senior Secured PIK Notes due 2020,” which warrants will automatically be deemed exercised pursuant to their terms immediately prior to the completion of this offering, and (iv) the effectiveness of our amended and restated certificate of incorporation immediately prior to the completion of this offering; and

• a pro forma as adjusted basis to give effect to (i) the pro forma adjustments set forth above, (ii) the issuance of 150,000 shares of common stock that we expect to issue upon the exercise of warrants that would expire if not exercised prior to the completion of this offering, and (iii) the sale and issuance of             shares of common stock by us in this offering at an assumed initial public offering price of $         per share, which is the midpoint of the price range on the cover of this prospectus, and after

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deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	As of June 30, 2017
	Actual			Pro Forma			Pro Forma As Adjusted(1)
	(in thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	153,256		$	153,256		$
Working capital		135,212			135,212
Total assets		1,231,598			1,231,598
Long term portion of debt		851,706			616,630
Total liabilities		1,605,144			1,230,607
Convertible redeemable preferred stock		1,465,841			—
Redeemable noncontrolling interest and noncontrolling interest		227,273			227,273
Stockholders’ deficit		(2,066,660	)		(363,919	)

⁽¹⁾  Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, the midpoint of the price range on the cover of this prospectus, would increase or decrease, as applicable, our cash and cash equivalents, working capital, total assets and stockholders’ deficit by approximately $         million, assuming that the number of shares we offer, as stated on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider these risk factors, together with all of the other information included in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes, before you decide to purchase shares of our common stock. While we believe the risks and uncertainties described below include all material risks currently known by us, it is possible that these may not be the only ones we face. If any of the risks actually occur, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

Risks Relating to Our Business and Industry

Our limited operating history and our nascent industry makes evaluating our business and future prospects difficult.

From our inception in 2001 through 2008, we were focused principally on research and development activities relating to our Energy Server technology. We did not deploy our first Energy Server and did not recognize any revenue until 2008. As a result, we have a limited history operating our business at its current scale, and therefore a limited history upon which you can base an investment decision.

Our Energy Server is a new type of product in the nascent distributed energy industry. Predicting our future revenue and appropriately budgeting for our expenses is difficult, and we have limited insight into trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected. You should consider our prospects in light of the risks and uncertainties emerging companies encounter when introducing a new product into a nascent industry.

The distributed generation industry is an emerging market and distributed generation may not receive widespread market acceptance.

The distributed generation industry is still relatively nascent, and we cannot be sure that potential customers will accept distributed generation more broadly, or our Energy Server products more specifically. Enterprises may be unwilling to adopt our solution over traditional or competing power sources for any number of reasons including the perception that our technology is unproven, lack of confidence in our business model, unavailability of back-up service providers to operate and maintain the Energy Servers, and lack of awareness of our product. Because this is an emerging industry, broad acceptance of our products and service is subject to a high level of uncertainty and risk. If the market develops more slowly than we anticipate, our business will be harmed.

We have incurred significant losses in the past and we do not expect to be profitable for the foreseeable future.

Since our inception in 2001, we have incurred significant net losses and have used significant cash in our business. As of June 30, 2017, we had an accumulated deficit of $2.2 billion. We expect to continue to expand our operations, including by investing in manufacturing, sales and marketing, research and development, staffing systems and infrastructure to support our growth. We anticipate that we will incur net losses for the foreseeable future. Our ability to achieve profitability in the future will depend on a number of factors, including:

• growing our sales volume;

• increasing sales to existing customers and attracting new customers;

• attracting and retaining financing partners who are willing to provide financing for sales on a timely basis and with attractive terms;

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• continuing to improve the useful life of our fuel cell technology and reducing our warranty servicing costs;

• reducing the cost of producing our Energy Servers;

• improving the efficiency and predictability of our installation process;

• improving the effectiveness of our sales and marketing activities; and

• attracting and retaining key talent in a competitive marketplace.

Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.

Our Energy Servers have significant upfront costs, and we will need to attract investors to help customers finance purchases.

Our Energy Servers have significant upfront costs. In order to assist our customers in obtaining financing for our products, we have leasing programs with two leasing partners who have prequalified our product and provide financing for customers both in the form of traditional leasing and in sale-leaseback sublease arrangements we refer to as managed services. In addition to the leasing model, we also offer power purchase agreements (PPAs) in which the cost of the Energy Server is funded by an investment entity which is financed by us and/or third-party investors (PPA entities).

We will need to grow committed financing capacity with existing partners, or attract additional partners to support our growth. Generally, at any point in time, the deployment of a portion of our backlog is contingent on securing available financing. Our ability to attract third-party financing depends on many factors that are outside of our control, including the investors’ ability to utilize tax credits and other government incentives, our perceived creditworthiness and the condition of credit markets generally. Our financing of customer purchases of our Energy Servers is subject to conditions such as the customer’s credit quality and the expected minimum internal rate of return on the customer engagement, and if these conditions are not satisfied, we may be unable to finance purchases of our Energy Servers, which would have an adverse effect on our revenue in a particular period. If we are unable to help our customers arrange financing for our Energy Servers, our business will be harmed.

If our Energy Servers contain manufacturing defects, our business and financial results could be harmed.

Our Energy Servers are complex products, and they may contain undetected or latent errors or defects. In the past, we have experienced latent defects, only discovered once the Energy Server is deployed in the field. Field conditions such as the quality of the natural gas supply and utility processes which vary by region have affected the performance of our Energy Servers and are not always possible to predict until the Energy Server is in operation. Although we believe we have designed new generations of Energy Servers to better withstand the variety of field conditions we have encountered, as we move into new geographies, we may encounter new and unanticipated field conditions. Changes in our supply chain or the failure of our suppliers to otherwise provide us with components or materials that meet our specifications could also introduce defects into our products. In addition, as we grow our manufacturing volume, the chance of manufacturing defects could increase. Any manufacturing defects or other failures of our Energy Servers to perform as expected could cause us to incur significant re-engineering costs, divert the attention of our engineering personnel from product development efforts and significantly and adversely affect customer satisfaction, market acceptance and our business reputation.

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If our estimates of useful life for our Energy Servers are inaccurate or we do not meet service and performance warranties and guarantees, our business and financial results could be harmed.

We offer certain customers the opportunity to renew their operations and maintenance service agreements on an annual basis, for up to 20 years, at prices predetermined at the time of purchase of the Energy Server. Our pricing of these contracts and our reserves for warranty and replacement are based upon our estimates of the life of our Energy Servers and their components. We also provide performance warranties and guarantees covering the efficiency and output performance of our Energy Servers. We do not have a long history with a large number of field deployments, and our estimates may prove to be incorrect. Failure to meet these performance warranties and guarantee levels may require us to replace the Energy Servers or refund their cost to the customer, or require us to make cash payments to the customer based on actual performance, as compared to expected performance, capped at a percentage of the relevant equipment purchase prices. Early generations of our Energy Server did not have the useful life and did not perform at an output and efficiency level that we expected. As further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” we are implementing a fleet decommissioning program for our early generation Energy Servers in our PPA I program, which resulted in a significant adjustment to revenue in the quarter ended December 31, 2015, as we would otherwise have failed to meet efficiency and output warranties. As of June 30, 2017, we had a total of 60.6 megawatts in total deployed early generation servers, including our first and second generation servers, out of our total installed base of 263 megawatts. We accrue for product warranty costs and recognize losses on service or performance warranties based on our estimates of costs that may be incurred and historical experience; however, actual warranty expenses have in the past been and may in the future be greater than we have assumed in our estimates, the accuracy of which may be hindered due to our limited operating history operating at our current scale. We accrue for extended warranty costs that we expect to incur under the maintenance service agreements that our customers renew for a term of typically one year. In addition, we expect that our deployed early generation Energy Servers may continue to perform at a lower output and efficiency level, and as a result the maintenance costs may exceed the contracted prices that we expect to generate in respect of those servers if our customers continue to renew their maintenance service agreements in respect of those servers.

Our business currently depends on the availability of rebates, tax credits and other financial incentives. The reduction, modification, or elimination of government economic incentives could cause our revenue to decline and harm our financial results.

The U.S. federal government and some state and local governments provide incentives to end users and purchasers of our Energy Servers in the form of rebates, tax credits and other financial incentives, such as system performance payments and payments for renewable energy credits associated with renewable energy generation. We rely on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price of the Energy Servers to our customers in the United States, including by lowering the cost of capital to our customers, as our financing partners and PPA tax equity investors may take advantage of these financial incentives. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. For example, the federal ITC benefit expired on December 31, 2016 and without the availability of the ITC benefit incentive, we lowered the price of our Energy Servers to ensure the economics to our customers remain the same as it was prior to losing the ITC benefit, adversely affecting our gross profit.

Our Energy Servers have qualified for tax exemptions, incentives, or other customer incentives in many states including the states of California, Connecticut, Delaware, New Jersey and New York. Some states have utility procurement programs and/or renewable portfolio standards for which our technology is eligible. Our Energy Servers are currently installed in 11 U.S. states, each of which may have its own enabling policy framework. There is no guarantee that these policies will continue to exist in their current form, or at all. Such state programs may face increased opposition on the U.S. federal, state and local levels in the future. Changes in federal or state programs could reduce demand for our Energy Servers, impair sales financing and adversely impact our business results.

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For example, the California Self Generation Incentive Program (SGIP) is a program administered by the California Public Utilities Commission (CPUC) which provides incentives to investor-owned utility customers that install eligible distributed energy resources. In July 2016, the CPUC modified the SGIP to provide a smaller allocation of the incentives available to generating technologies such as our Energy Servers and a larger allocation to storage technologies. As modified, the SGIP will require all eligible power generation sources consuming natural gas to use a minimum of 10% biogas to receive SGIP funds beginning in 2017, with this minimum biogas requirement increasing to 25% in 2018, 50% in 2019 and 100% in 2020. In addition, the CPUC provided a further limitation on the available allocation of funds that any one participant may claim under the SGIP. The SGIP will expire on January 21, 2021 absent extension. Our billings for product accepted derived from customers benefiting from the SGIP represented approximately 52%, 36% and 16% of total billings for product accepted for the years ended December 31, 2015 and 2016, and for the six months ended June 30, 2017, respectively.

We rely on tax equity financing arrangements to realize the benefits provided by investment tax credits and accelerated tax depreciation.

If we continue to utilize our Bloom Electrons program, our PPA financing program, we expect that any PPA entities we create will receive capital from financing parties who derive a significant portion of their economic returns through tax benefits (tax equity investors). Tax equity investors are generally entitled to substantially all of the project’s tax benefits, such as those provided by the ITC and MACRS depreciation, until these investors achieve their respective agreed rates of return. The number of and available capital from potential tax equity investors is limited, and we compete with other energy companies eligible for these tax benefits to access such investors. Concerns regarding our limited operating history and lack of profitability have made it difficult to attract investors in the past. Our ability to obtain additional financing in the future depends on the continued confidence of banks and other financing sources in our business model, the market for our Energy Servers and the continued availability of tax benefits applicable to our Energy Servers. In addition, conditions in financial and credit markets generally may result in the contraction of available tax equity financing. If we are unable to enter into tax equity financing agreements with attractive pricing terms or at all, we may not be able to attract the capital needed to fund our Bloom Electrons program or use the tax benefits provided by the ITC and MACRS depreciation, which could make it more difficult for customers to finance the purchase of our Energy Servers and therefore harm our business, financial condition and results of operations.

We derive a substantial portion of our revenue and backlog from a limited number of customers, and the loss of, or a significant reduction in orders from, a large customer could have a material adverse effect on our operating results and other key metrics.

In any particular period, a substantial amount of our total revenue could come from a relatively small number of customers. As an example, for the year ended December 31, 2015, approximately 85% of our revenue came from our top 20 customers, with two customer accounting for approximately 22% of our total revenue. In 2016, our top 20 customers accounted for approximately 93% of our total revenue and two customers accounted for approximately 33% of our total revenue. For the six months ended June 30, 2017, approximately 95% of our total revenue came from our top 20 customers, with two customers accounting for approximately 38% of our total revenue. Since we recognize the product revenue for customer-financed purchases at the time that the Energy Server is accepted, rather than recognizing the product revenue ratably over the life of the contract, a customer that self-finances a purchase could have an outsize effect on revenue in the period in which that customer’s Energy Server is accepted.

In addition, two customers accounted for approximately two-thirds of our backlog as of December 31, 2016. The loss of any large customer order, or delays in installations of new Energy Servers with any large customer, could materially and adversely affect our business results.

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Our products involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis it could harm our business.

Our sales cycle is typically 12 to 18 months, but can vary considerably. In order to make a sale, we must typically provide a significant level of education to prospective customers regarding the use and benefits of our product and its technology. The period between initial discussions with a potential customer and the sale of even a single product typically depends on a number of factors, including the potential customer’s budget and decision as to the type of financing it chooses to use, as well as the arrangement of such financing. Prospective customers often undertake a significant evaluation process, which may further extend the sales cycle. Once a customer makes a formal decision to purchase our product, the fulfillment of the sales order by us requires a substantial amount of time. Currently, we believe the time between the entry into a sales contract with a customer and the installation of our Energy Servers can range from nine to twelve months or more. This lengthy sales and installation cycle is subject to a number of significant risks over which we have little or no control. Because of both the long sales and installation cycles, we may expend significant resources without having certainty of generating a sale.

These lengthy sales and installation cycles increase the risk that our customers fail to satisfy their payment obligations or cancel orders before the completion of the transaction or delay the planned date for installation. Generally, a customer can cancel an order prior to installation, although they will generally be charged for any installation and site preparations costs incurred prior to cancellation. Cancellation rates can be between 10% and 20% in any given period, due to factors outside of our control including an inability to install an Energy Server at the customer’s chosen location because of permitting or other regulatory issues, unanticipated changes in the cost or availability of alternative sources of electricity available to the customer, or other reasons unique to each customer. Our operating expenses are based on anticipated sales levels, and many of our expenses are fixed. If we are unsuccessful in closing sales after expending significant resources or if we experience delays or cancellations, our business could be materially and adversely affected. Since we do not recognize revenue on the sales of our products until installation and acceptance, a small fluctuation in the timing of the completion of our sales transactions could cause operating results to vary materially from period to period.

We rely on net metering arrangements that are subject to change.

Because our Energy Servers are designed to operate at a constant output twenty-four hours a day, seven days a week and our customers’ demand for electricity typically fluctuates over the course of the day or week, there are often periods when our Energy Servers are producing more electricity than a customer may require, and such excess electricity must be exported to the local electric utility. Many, but not all, local electric utilities provide compensation to our customers for such electricity under “net metering” programs. Net metering programs are subject to changes in availability and terms. At times in the past, such changes have had the effect of significantly reducing or eliminating the benefits of such programs. Changes in the availability of, or benefits offered by, the net metering programs in place in the jurisdictions in which we operate could adversely affect the demand for our Energy Servers.

The economic benefits of our Energy Servers to our customers depends on the cost of electricity available from alternative sources including local electric utility companies, which cost structure is subject to change.

The economic benefit of our Energy Servers to our customers includes, among other things, the benefit of reducing such customer’s payments to the local utility company. The rates at which electricity is available from a customer’s local electric utility company is subject to change and any changes in such rates may affect the relative benefits of our Energy Servers. Further, the local electric utility may impose “departing load”, “standby” or other charges on our customers in connection with their acquisition of our Energy Servers, the amounts of which are outside of our control and which may have a material impact on the economic benefit of our Energy Servers to our customers. Changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed by such utilities on customers acquiring our Energy Servers could adversely affect the demand for our Energy Servers.

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Our business is subject to risks associated with construction, utility interconnection, cost overruns and delays, including those related to obtaining government permits, and other contingencies that may arise in the course of completing installations.

Because we do not recognize revenue on the sales of our Energy Servers until installation and acceptance, our financial results are dependent, to a large extent, on the timeliness of the installation of our Energy Servers. Furthermore, in some cases, the installation of our Energy Servers may be on a fixed price basis, which subjects us to the risk of cost overruns or other unforeseen expenses in the installation process.

Although we generally are not regulated as a utility, federal, state and local government statutes and regulations concerning electricity heavily influence the market for our product and services. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation, and the rules surrounding the interconnection of customer-owned electricity generation for specific technologies. In the United States, governments frequently modify these statutes and regulations. Governments, often acting through state utility or public service commissions, change and adopt different requirements for utilities and rates for commercial customers on a regular basis. Changes, or in some cases a lack of change, in any of the laws, regulations, ordinances or other rules that apply to our installations and new technology could make it more costly for us or our customers to install and operate our Energy Servers on particular sites, and in turn could negatively affect our ability to deliver cost savings to customers for the purchase of electricity.

The construction, installation and operation of our Energy Servers at a particular site is also generally subject to oversight and regulation in accordance with national, state and local laws and ordinances relating to building codes, safety, environmental protection and related matters, and typically requires various local and other governmental approvals and permits, including environmental approvals and permits, that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal. It is difficult and costly to track the requirements of every individual authority having jurisdiction over our installations, to design our Energy Servers to comply with these varying standards, and to obtain all applicable approvals and permits. We cannot predict whether or when all permits required for a given project will be granted or whether the conditions associated with the permits will be achievable. The denial of a permit or utility connection essential to a project or the imposition of impractical conditions would impair our ability to develop the project. In addition, we cannot predict whether the permitting process will be lengthened due to complexities and appeals. Delay in the review and permitting process for a project can impair or delay our and our customers’ abilities to develop that project or increase the cost so substantially that the project is no longer attractive to us or our customers. Furthermore, unforeseen delays in the review and permitting process could delay the timing of the installation of our Energy Servers and could therefore adversely affect the timing of the recognition of revenue related to the installation, which could harm our operating results in a particular period.

In addition, the completion of many of our installations is dependent upon the availability of and timely connection to the natural gas grid and the local electric grid. In some jurisdictions, the local utility company(ies) or the municipality has denied our request for connection. Any delays in our ability to connect with utilities, delays in the performance of installation-related services or poor performance of installation-related services by our general contractors or sub-contractors will have a material adverse effect on our results and could cause operating results to vary materially from period to period.

Furthermore, we rely on third party general contractors to install Energy Servers at our customers’ sites. We currently work with a limited number of general contractors, which has impacted and may continue to impact our ability to make installations as planned. Our work with contractors or their sub-contractors may have the effect of us being required to comply with additional rules (including rules unique to our customers), working conditions, site remediation and other union requirements, which can add costs and complexity to an installation project. The timeliness, thoroughness and quality of the installation-related services performed by our general contractors and their sub-contractors in the past have not always met our expectations or standards and in the future may not meet our expectations and standards.

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The failure of our suppliers to continue to deliver necessary raw materials or other components of our Energy Servers in a timely manner could prevent us from delivering our products within required time frames, and could cause installation delays, cancellations, penalty payments and damage to our reputation.

We rely on a limited number of third-party suppliers for some of the raw materials and components for our Energy Servers. If we fail to develop or maintain our relationships with our suppliers, or if there is otherwise a shortage or lack of availability of any required raw materials or components, we may be unable to manufacture our Energy Servers or our Energy Servers may be available only at a higher cost or after a long delay. Such delays could prevent us from delivering our Energy Servers to our customers within required timeframes and cause order cancellations. We have had to create our own supply chain for some of the components and materials utilized in our fuel cells. We have made significant expenditures in the past to develop our supply chain. In many cases we entered into contractual relationships with suppliers to jointly develop the components we needed. These activities were time and capital intensive. Accordingly, the number of suppliers we have for some of our components and materials is limited and in some cases sole sourced. Some of our suppliers use proprietary processes to manufacture components. We may be unable to obtain comparable components from alternative suppliers without considerable delay, expense or at all, as replacing these suppliers could require us either to make significant investments to bring the capability in house or to invest in a new supplier partner. Some of our suppliers are smaller, private companies, heavily dependent on us as a customer. If our suppliers face difficulties obtaining the credit or capital necessary to expand their operations when needed, they could be unable to supply necessary raw materials and components needed to support our planned sales and services operations, which would negatively impact our sales volumes and cash flows.

Moreover, we may experience unanticipated disruptions to operations or other difficulties with our supply chain or internalized supply processes due to exchange rate fluctuations, volatility in regional markets from where materials are obtained, particularly China and Taiwan, changes in the general macroeconomic outlook, political instability, expropriation or nationalization of property, civil strife, strikes, insurrections, acts of terrorism, acts of war or natural disasters. The failure by us to obtain raw materials or components in a timely manner, or to obtain raw materials or components that meet our quantity and cost requirements, could impair our ability to manufacture our Energy Servers or increase their costs or service our existing portfolio of Energy Servers under maintenance services agreements. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our Energy Servers to our customers within required timeframes, which could result in sales and installation delays, cancellations, penalty payments, or damage to our reputation, any of which could have a material adverse effect on our business and results of operations. In addition, we rely on our suppliers to meet quality standards, and the failure of our suppliers to meet or exceed those quality standards could cause delays in the delivery of our products, unanticipated servicing costs and damage to our reputation.

Our financial condition and results of operations and other key metrics are likely to fluctuate on a quarterly basis in future periods, which could cause our results for a particular period to fall below expectations, resulting in a severe decline in the price of our common stock.

Our financial condition and results of operations and other key metrics have fluctuated significantly in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond our control. For example, the amount of product revenue we recognize in a given period is materially dependent on the volume of installations of our Energy Servers in that period and the type of financing used by the customer.

In addition to the other risks described in this “Risk Factors” section, the following factors could also cause our financial condition and results of operations to fluctuate on a quarterly basis:

• the timing of installations, which may depend on many factors such as availability of inventory, product quality or performance issues, or local permitting requirements, utility requirements, environmental, health and safety requirements, weather and customer facility construction schedules;

• size of particular installations and number of sites involved in any particular quarter;

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• the mix in the type of purchase or financing options used by customers in a period, and the rates of return required by financing parties in such period;

• whether we are able to structure our sales agreements in a manner that would allow for the product and installation revenue to be recognized up front at acceptance;

• delays or cancellations of Energy Server installations;

• fluctuations in our service costs, particularly due to unaccrued costs of servicing and maintaining Energy Servers;

• weaker than anticipated demand for our Energy Servers due to changes in government incentives and policies;

• fluctuations in our research and development expense, including periodic increases associated with the pre-production qualification of additional tools as we expand our production capacity;

• interruptions in our supply chain;

• the length of the sales and installation cycle for a particular customer;

• the timing and level of additional purchases by existing customers; and

• unanticipated expenses or installation delays associated with changes in governmental regulations, permitting requirements by local authorities at particular sites, utility requirements and environmental, health and safety requirements.

Fluctuations in our operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, our revenue, key operating metrics and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of our common stock.

We must maintain customer confidence in our liquidity and long-term business prospects in order to grow our business.

Currently, we are the only provider able to fully support and maintain our Energy Servers. If potential customers believe we do not have sufficient capital or liquidity to operate our business over the long term or that we will be unable to maintain their Energy Servers and provide satisfactory support, customers may be less likely to purchase or lease our products, particularly in light of the significant financial commitment required. In addition, financing sources may be unwilling to provide financing on reasonable terms. Similarly, suppliers, financing partners and other third parties may be less likely to invest time and resources in developing business relationships with us if they have concerns about the success of our business.

Accordingly, in order to grow our business, we must maintain confidence among customers, suppliers, financing partners and other parties in our liquidity and long-term business prospects. This may be particularly complicated by factors such as:

• our limited operating history at a large scale;

• our lack of profitability;

• unfamiliarity with or uncertainty about our Energy Servers and the overall perception of the distributed generation market;

• prices for electricity or natural gas in particular markets;

• competition from alternate sources of energy;

• warranty or unanticipated service issues we may experience;

• the environmental consciousness and perceived value of environmental programs to our customers;

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• the size of our expansion plans in comparison to our existing capital base and the scope and history of operations;

• the availability and amount of tax incentives, credits, subsidies or other programs; and

• the other factors set forth in this section.

Several of these factors are largely outside our control, and any negative perceptions about our liquidity or long-term business prospects, even if unfounded, would likely harm our business.

A material decrease in the retail price of utility-generated electricity or an increase in the price of natural gas would affect demand for our Energy Servers.

We believe that a customer’s decision to purchase our Energy Servers is significantly influenced by the price, and price predictability of electricity generated by our Energy Servers in comparison to the retail price and future price outlook of electricity from the local utility grid and other renewable energy sources. In some states and countries, the current cost of grid electricity, even together with available subsidies, does not render our product economically attractive. Furthermore, if the retail prices of grid electricity do not increase over time at the rate that we or our customers expect, it could reduce demand for our Energy Servers and harm our business. Several factors could lead to a reduction in the price or future price outlook for grid electricity, including the impact of energy conservation initiatives that reduce electricity consumption, construction of additional power generation plants (including nuclear, coal or natural gas) and technological developments by others in the electric power industry which could result in electricity being available at costs lower than those that can be achieved from our Energy Servers.

Furthermore, an increase in the price of natural gas or curtailment of availability could make our Energy Servers less economically attractive to potential customers and reduce demand.

We currently face and will continue to face significant competition.

We compete for customers, financing partners and incentive dollars with other electric power providers. Many providers of electricity, such as traditional utilities and other companies offering distributed generation products, have longer operating histories, customer incumbency advantages, access to and influence with local and state governments, and more capital resources than we do. Significant developments in alternative technologies, such as energy storage, wind, solar or hydro power generation, or improvements in the efficiency or cost of traditional energy sources including coal, oil, natural gas used in combustion, or nuclear power, may materially and adversely affect our business and prospects in ways we cannot anticipate. We may also face new competitors who are not currently in the market. If we fail to adapt to changing market conditions and to compete successfully with grid electricity or new competitors, we will limit our growth and adversely affect our business results.

Our future success depends in part on our ability to increase our production capacity and we may not be able to do so in a cost-effective manner.

To the extent we are successful in growing our business, we may need to increase our production capacity. Our ability to plan, construct and equip additional manufacturing facilities is subject to significant risks and uncertainties, including the following:

• The expansion or construction of any manufacturing facilities will be subject to the risks inherent in the development and construction of new facilities, including risks of delays and cost overruns as a result of factors outside our control, such as delays in government approvals, burdensome permitting conditions, and delays in the delivery of manufacturing equipment and subsystems that we manufacture or obtain from suppliers.

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• It may be difficult to expand our business internationally without additional manufacturing facilities located outside the United States. Adding manufacturing capacity in any international location will subject us to new laws and regulations including those pertaining to labor and employment, environmental and export import. In addition, it brings with it the risk of managing larger scale foreign operations.

• We may be unable to achieve the production throughput necessary to achieve our target annualized production run rate at our current and future manufacturing facilities.

• Manufacturing equipment may take longer and cost more to engineer and build than expected, and may not operate as required to meet our production plans.

• We may depend on third-party relationships in the development and operation of additional production capacity, which may subject us to the risk that such third parties do not fulfill their obligations to us under our arrangements with them.

If we are unable to expand our manufacturing facilities, we may be unable to further scale our business. If the demand for our Energy Servers or our production output decreases or does not rise as expected, we may not be able to spread a significant amount of our fixed costs over the production volume, thereby increasing our per unit fixed cost, which would have a negative impact on our financial condition and results of operations.

We have in some instances, entered into long-term supply agreements that could result in insufficient inventory and negatively affect our results of operations.

We have entered into long-term supply agreements with certain suppliers. Some of these supply agreements provide for fixed or inflation-adjusted pricing and substantial prepayment obligations. If our suppliers provide insufficient inventory at the level of quality to meet customer demand, or if our suppliers are unable or unwilling to provide us with the contracted quantities, as we have limited or in some case no alternatives for supply, our results of operations could be materially and negatively impacted. Further, we face significant specific counterparty risk under long-term supply agreements when dealing with suppliers without a long, stable production and financial history. Given the uniqueness of our product, many of our suppliers do not have a long operating history and are private companies that may not have substantial capital resources. In the event any such supplier experiences financial difficulties, it may be difficult or impossible, or may require substantial time and expense, for us to recover any or all of our prepayments. We do not know whether we will be able to maintain long-term supply relationships with our critical suppliers, or secure new long-term supply agreements. Any of the foregoing could materially harm our financial condition and results of operations.

We, and some of our suppliers, obtain capital equipment used in our manufacturing process from sole suppliers and if this equipment is damaged or otherwise unavailable, our ability to deliver our Energy Servers on time will suffer.

Some of the capital equipment used to manufacture our products and some of the capital equipment used by our suppliers have been developed and made specifically for us, are not readily available from multiple vendors, and would be difficult to repair or replace if they did not function properly. If any of these suppliers were to experience financial difficulties or go out of business, or if there were any damage to or a breakdown of our manufacturing equipment and we could not obtain replacement equipment in a timely manner, our business would suffer. In addition, a supplier’s failure to supply this equipment in a timely manner, with adequate quality, and on terms acceptable to us, could disrupt our production schedule or increase our costs of production.

If we are not able to continue to reduce our cost structure in the future, our ability to become profitable may be impaired.

We must continue to reduce the manufacturing costs for our Energy Servers to expand our market. While we have been successful in reducing our manufacturing costs to date, the cost of components and raw materials,

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for example, could increase in the future. Any such increases could slow our growth and cause our financial results and operational metrics to suffer. In addition, we may face increases in our other expenses, including increases in wages or other labor costs, as well as installation, marketing, sales or related costs. We may continue to make significant investments to drive growth in the future. Increases in any of these costs could adversely affect our results of operations and financial condition and harm our business and prospects. If we are unable to reduce our cost structure in the future, we may not be able to achieve profitability, which could have a material adverse effect on our business and prospects.

If we fail to manage our growth effectively, our business and operating results may suffer.

Our current growth and future growth plans may make it difficult for us to efficiently operate our business, challenging us to effectively manage our capital expenditures and control our costs while we expand our operations to increase our revenue. If we experience significant growth in orders, without improvements in automation and efficiency, we may need additional manufacturing capacity and we and some of our suppliers may need additional and capital intensive equipment. Any growth in manufacturing must include a scaling of quality control as the increase in production increases the possible impact of manufacturing defects. In addition, any growth in the volume of sales of our Energy Servers may outpace our ability to engage sufficient and experienced personnel to manage the higher number of installations and to engage contractors to complete installations on a timely basis and in accordance with our expectations and standards. Any failure to manage our growth effectively could materially and adversely affect our business, prospects, operating results and financial condition. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully.

Our failure to protect our intellectual property rights may undermine our competitive position, and litigation to protect our intellectual property rights may be costly.

Although we have taken many protective measures to protect our trade secrets, including agreements, limited access, segregation of knowledge, password protections and other measures, policing unauthorized use of proprietary technology can be difficult and expensive. For example, many of our engineers reside in California and it is not legally permissible to prevent them from working for a competitor, if and when one should exist. Also, litigation may be necessary to enforce our intellectual property rights, protect our trade secrets, or determine the validity and scope of the proprietary rights of others. Such litigation may result in our intellectual property rights being challenged, limited in scope, or declared invalid or unenforceable. We cannot be certain that the outcome of any litigation will be in our favor, and an adverse determination in any such litigation could impair our intellectual property rights and may harm our business, prospects and reputation.

We rely primarily on patent, trade secret and trademark laws, and non-disclosure, confidentiality, and other types of contractual restrictions to establish, maintain, and enforce our intellectual property and proprietary rights. However, our rights under these laws and agreements afford us only limited protection and the actions we take to establish, maintain, and enforce our intellectual property rights may not be adequate. For example, our trade secrets and other confidential information could be disclosed in an unauthorized manner to third parties, our owned or licensed intellectual property rights could be challenged, invalidated, circumvented, infringed, or misappropriated or our intellectual property rights may not be sufficient to provide us with a competitive advantage, any of which could have a material adverse effect on our business, financial condition or operating results. In addition, the laws of some countries do not protect proprietary rights as fully as do the laws of the United States. As a result, we may not be able to protect our proprietary rights adequately abroad.

Our patent applications may not result in issued patents, and our issued patents may not provide adequate protection, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours.

We cannot be certain that our pending patent applications will result in issued patents or that any of our issued patents will afford protection against a competitor. The status of patents involves complex legal and

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factual questions, and the breadth of claims allowed is uncertain. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us in the future will afford protection against competitors with similar technology. In addition, patent applications filed in foreign countries are subject to laws, rules, and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will be issued in other regions. Furthermore, even if these patent applications are accepted and the associated patents issued, some foreign countries provide significantly less effective patent enforcement than in the United States.

In addition, patents issued to us may be infringed upon or designed around by others and others may obtain patents that we need to license or design around, either of which would increase costs and may adversely affect our business, prospects, and operating results.

We may need to defend ourselves against claims that we infringe, have misappropriated or otherwise violate the intellectual property rights of others, which may be time-consuming and would cause us to incur substantial costs.

Companies, organizations, or individuals, including our competitors, may hold or obtain patents, trademarks, or other proprietary rights that they may in the future believe are infringed by our products or services. Although we are not currently subject to any claims related to intellectual property, these companies holding patents or other intellectual property rights allegedly relating to our technologies could, in the future, make claims or bring suits alleging infringement, misappropriation, or other violations of such rights, or otherwise asserting their rights and seeking licenses or injunctions. Several of the proprietary components used in our Energy Servers have been subjected to infringement challenges in the past. We also generally indemnify our customers against claims that the products we supply infringe, misappropriate, or otherwise violate third party intellectual property rights, and we may therefore be required to defend our customers against such claims. If a claim is successfully brought in the future and we or our products are determined to have infringed, misappropriated, or otherwise violated a third party’s intellectual property rights, we may be required to do one or more of the following:

• cease selling or using our products that incorporate the challenged intellectual property;

• pay substantial damages (including treble damages and attorneys’ fees if our infringement is determined to be willful);

• obtain a license from the holder of the intellectual property right, which license may not be available on reasonable terms or at all; or

• redesign our products, which may not be possible or cost-effective.

Any of the foregoing could adversely affect our business, prospects, operating results and financial condition. In addition, any litigation or claims, whether or not valid, could harm our reputation, result in substantial costs, and divert resources and management attention.

We also license technology from third parties, and incorporate components supplied by third parties into our products. We may face claims that our use of such technology or components infringes or otherwise violates the rights of others, which would subject us to the risks described above. We may seek indemnification from our licensors or suppliers under our contracts with them, but our rights to indemnification or our suppliers’ resources may be unavailable or insufficient to cover our costs and losses.

If we are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, our ability to compete and successfully grow our business could be harmed.

We believe that our success and our ability to reach our strategic objectives are highly dependent on the contributions of our key management, technical, engineering and sales personnel. The loss of the services of any

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of our key employees could disrupt our operations, delay the development and introduction of our products and services, and negatively impact our business, prospects and operating results. In particular, we are highly dependent on the services of Dr. Sridhar, our President and Chief Executive Officer, and other key employees. None of our key employees is bound by an employment agreement for any specific term. We cannot assure you that we will be able to successfully attract and retain senior leadership necessary to grow our business. Furthermore, there is increasing competition for talented individuals in our field, and competition for qualified personnel is especially intense in the San Francisco Bay Area, where our principal offices are located. Our failure to attract and retain our executive officers and other key technology, sales, marketing and support personnel, could adversely impact our business, prospects, financial condition, and operating results. In addition, we do not have “key person” life insurance policies covering any of our officers or other key employees.

We are subject to various environmental laws and regulations that could impose substantial costs upon us and cause delays in building our manufacturing facilities.

We are subject to national, state, and local environmental laws and regulations as well as environmental laws in those foreign jurisdictions in which we operate. Environmental laws and regulations can be complex and may change often. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties or third-party damages. In addition, ensuring we are in compliance with applicable environmental laws could require significant time and management resources and could cause delays in our ability to build out, equip and operate our facilities, as well as service our fleet which would adversely impact our business, prospects, financial condition and operating results. In addition, environmental laws and regulations, such as the Comprehensive Environmental Response, Compensation and Liability Act in the United States, impose liability on several grounds for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages to natural resources. If, in the future, contamination is discovered at properties formerly owned or operated by us or owned or operated by us, or properties to which hazardous substances were sent by us, it could result in liability for us under environmental laws and regulations. Many of our customers who purchase our Energy Servers have high sustainability standards and any environmental noncompliance by us could harm our reputation and impact a current or potential customer’s buying decision. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future could have a material adverse effect on our financial condition or operating results.

Existing regulations and changes to such regulations impacting the electric power industry may create technical, regulatory and economic barriers which could significantly reduce demand for our Energy Servers.

The market for electricity generation products is heavily influenced by U.S. federal, state, local, and foreign government regulations and policies, as well as internal policies and regulations of electric utility providers. These regulations and policies often relate to electricity pricing and technical interconnection of customer-owned electricity generation. These regulations and policies are often modified and could continue to change, and this could result in a significant reduction in demand for our Energy Servers. For example, utility companies commonly charge fees to larger, industrial customers for disconnecting from the electric grid or for having the capacity to use power from the electric grid for back-up purposes. These fees could change, increasing the cost to our customers of using our Energy Servers and making them less economically attractive. In addition, our project with Delmarva Power & Light Company (Delmarva) is subject to laws and regulations relating to electricity generation, transmission and sale, such as Federal Energy Regulatory Commission (FERC) regulation under various federal energy regulatory laws, and requires FERC authorization to make wholesale sales of electric energy, capacity, and ancillary services. Also, several of our PPA entities are subject to regulation under FERC with respect to market-based sales of electricity, which requires us to file notices and make other periodic filings with FERC, which increases our costs, and subjects us to additional regulatory oversight.

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We may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully defend or insure against such claims.

We may in the future become subject to product liability claims. Our Energy Servers are considered high energy systems because they use flammable fuels and may operate at 480 volts. Although our Energy Servers are certified to meet ANSI, IEEE, ASME and NFPA design and safety standards, if not properly handled in accordance with our servicing and handling standards and protocols, there could be a system failure and resulting liability. These claims could require us to incur significant costs to defend. Furthermore, any successful product liability claim could require us to pay a substantial monetary award. Moreover, a product liability claim could generate substantial negative publicity about our company and our Energy Servers, which could harm our brand, business, prospects, and operating results. While we maintain product liability insurance, our insurance may not be sufficient to cover all potential product liability claims. Any lawsuit seeking significant monetary damages either in excess of our coverage, or outside of our coverage, may have a material adverse effect on our business and financial condition.

Current or future litigation or administrative proceedings could have a material adverse effect on our business, financial condition and results of operations.

We have been and continue to be involved in legal proceedings, administrative proceedings, claims and other litigation that arise in the ordinary course of business. Purchases of our products have also been the subject of litigation. For example, in 2011, an amendment to the Delaware Renewable Energy Portfolio Statute was enacted to permit the Delaware public service utility, Delmarva, to meet its renewable energy standards using energy generated by fuel cells manufactured and operated in Delaware. This statute required Delmarva to charge a tariff to its ratepayors to pay for certain costs of providers of such energy generated by fuel cells. In 2012, plaintiffs FuelCell Energy Inc. and John A. Nichols filed suit against Delaware Governor Jack Markell and the Delaware Public Service Commission in the U.S. District Court for Delaware, claiming that the 2011 amendment to the statute discriminated against interstate fuel cell providers and subsidized us for building a manufacturing facility in Delaware to manufacture fuel cells. We were not named as a party to this lawsuit, and the litigation was ultimately settled. In addition, since our Energy Server is a new type of product in a nascent market, we have in the past needed and may in the future need to seek the amendment of existing regulations or, in some cases, the creation of new regulations, in order to operate our business in some jurisdictions. Such regulatory processes may require public hearings concerning our business, which could expose us to subsequent litigation.

Unfavorable outcomes or developments relating to proceedings to which we are a party or transactions involving our products, such as judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, financial condition, and results of operations. In addition, settlement of claims could adversely affect our financial condition and results of operations.

A breach or failure of our networks or computer or data management systems could damage our operations and our reputation.

Our business is dependent on the security and efficacy of our networks and computer and data management systems. For example, all of our Energy Servers are connected to, controlled and monitored by our centralized remote monitoring service and we rely on our internal computer networks for many of the systems we use to operate our business generally. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our infrastructure, including the network that connects our Energy Servers to our remote monitoring service, may be vulnerable to breaches, unauthorized access, misuse, computer viruses or other malicious code and cyber-attacks that could have a material adverse impact on our business and our Energy Servers in the field. A breach or failure of our networks or computer or data management systems due to intentional actions such as cyber-attacks, negligence or other reasons, could seriously disrupt our operations or could affect our ability to control or to assess the performance in the field of our Energy Servers and could result in disruption to our business and potentially legal liability. These events could result in significant costs or reputational consequences.

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Our headquarters and other facilities are located in an active earthquake zone, and an earthquake or other types of natural disasters or resource shortages could disrupt and harm our results of operations.

We conduct a majority of our operations in the San Francisco Bay area in an active earthquake zone. The occurrence of a natural disaster, such as an earthquake, drought, flood, localized extended outages of critical utilities or transportation systems, or any critical resource shortages, could cause a significant interruption in our business, damage or destroy our facilities, manufacturing equipment, or inventory, and cause us to incur significant costs, any of which could harm our business, financial condition, and results of operations. The insurance we maintain against fires, earthquakes and other natural disasters may not be adequate to cover our losses in any particular case.

Expanding operations internationally could expose us to risks.

Although we currently primarily operate in the United States, we will seek to expand our business internationally. We currently have operations in Japan, China and India. Managing any international expansion will require additional resources and controls, including additional manufacturing and assembly facilities. Any expansion internationally could subject our business to risks associated with international operations, including:

• conformity with applicable business customs, including translation into foreign languages and associated expenses;

• lack of availability of government incentives and subsidies;

• challenges in arranging, and availability of, financing for our customers;

• potential changes to our established business model;

• cost of alternative power sources, which could be meaningfully lower outside the United States;

• availability and cost of natural gas;

• difficulties in staffing and managing foreign operations in an environment of diverse culture, laws and customers, and the increased travel, infrastructure and legal and compliance costs associated with international operations;

• installation challenges which we have not encountered before, which may require the development of a unique model for each country;

• compliance with multiple, potentially conflicting and changing governmental laws, regulations and permitting processes, including environmental, banking, employment, tax, privacy and data protection laws and regulations, such as the EU Data Privacy Directive;

• compliance with U.S. and foreign anti-bribery laws, including the Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act;

• difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

• restrictions on repatriation of earnings;

• compliance with potentially conflicting and changing laws of taxing jurisdictions where we conduct business and applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws and potentially adverse tax consequences due to changes in such tax laws; and

• regional economic and political conditions.

As a result of these risks, any potential future international expansion efforts that we may undertake may not be successful.

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If we discover a material weakness in our internal control over financial reporting or otherwise fail to maintain effective internal control over financial reporting, our ability to report our financial results on a timely and accurate basis and the market price of our common stock may be adversely affected.

The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) requires, among other things, that we evaluate the effectiveness of our internal control over financial reporting and disclosure controls and procedures. Although we did not discover any material weaknesses in internal control over financial reporting at December 31, 2016, subsequent testing by us or our independent registered public accounting firm, which has not performed an audit of our internal control over financial reporting, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. To comply with Section 404A, we may incur substantial cost, expend significant management time on compliance-related issues and hire additional accounting, financial and internal audit staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404A in a timely manner or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, we could be subject to sanctions or investigations by the Securities and Exchange Commission (SEC) or other regulatory authorities, which would require additional financial and management resources. Any failure to maintain effective disclosure controls and procedures or internal control over financial reporting could have a material adverse effect on our business and operating results, and cause a decline in the price of our common stock.

Our ability to use our deferred tax assets to offset future taxable income may be subject to limitations that could subject our business to higher tax liability.

We may be limited in the portion of net operating loss carryforwards that we can use in the future to offset taxable income for U.S. federal and state income tax purposes. At December 31, 2016, we had federal and state net operating loss carryforwards (NOLs) of $1.5 billion and $1.4 billion, respectively, which will expire, if unused, beginning in 2022 and 2017, respectively. A lack of future taxable income would adversely affect our ability to utilize these NOLs. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the Code), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. Changes in our stock ownership, including this offering or future offerings, as well as other changes that may be outside of our control, could result in ownership changes under Section 382 of the Code, which could cause our NOLs to be subject to these limitations. Our NOLs may also be impaired under similar provisions of state law. In addition, as of December 31, 2016, we had approximately $14.9 million of federal research credit, $6.6 million of federal investment tax credit, and $12.2 million of state research credit carryforwards. Our deferred tax assets may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.

Our substantial indebtedness may limit our financial and operating activities and may adversely affect our ability to incur additional debt to fund future needs.

As of June 30, 2017, we and our subsidiaries had approximately $911.3 million of total consolidated indebtedness, of which an aggregate of $543.9 million represented indebtedness that is recourse to us. Of this amount, $235.1 million represented debt under our 8% Notes which will convert automatically into common stock immediately prior to completion of this offering, $5.7 million represented operating debt, $367.4 million represented debt of our PPA entities, $209.2 million represented debt under our 6% Notes which could remain outstanding following this offering and $93.9 million represented debt under our 10% Notes which also could remain outstanding following this offering. Our substantial indebtedness and any new indebtedness could:

• require us to dedicate a substantial portion of cash flow from operations to the payment of principal, and interest on, indebtedness, thereby reducing the funds available for other purposes, such as working capital and capital expenditures;

• make it more difficult for us to satisfy and comply with our obligations with respect to our indebtedness;

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• subject us to increased sensitivity to interest rate increases;

• make us more vulnerable to economic downturns, adverse industry conditions or catastrophic external events;

• limit our ability to withstand competitive pressures;

• reduce our flexibility in planning for or responding to changing business, industry and economic conditions; and/or

• place us at a competitive disadvantage to competitors that have relatively less debt than we have.

In addition, our substantial level of indebtedness could limit our ability to obtain required additional financing on acceptable terms or at all for working capital, capital expenditures and general corporate purposes. Any of these risks could impact our ability to fund our operations or limit our ability to expand our business, which could have a material adverse effect on our business, financial condition, liquidity and results of operations. Our liquidity needs could vary significantly and may be affected by general economic conditions, industry trends, performance and many other factors not within our control.

We may not be able to generate sufficient cash to meet our debt service obligations.

Our ability to generate sufficient cash to make scheduled payments on our debt obligations will depend on our future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control.

In addition, we conduct a significant volume of our operations through, and receive equity allocations from, our PPA entities, which contribute to our cash flow. These PPA entities are separate and distinct legal entities, do not guarantee our debt obligations and will have no obligation, contingent or otherwise, to pay amounts due under our debt obligations or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments. Distributions by such PPA entities to us are precluded under these arrangements if there is an event of default or if financial covenants such as maintenance of applicable debt service coverage ratios are not met, even if there is not otherwise an event of default. Furthermore, under the terms of our equity financing arrangements for PPA Company II, PPA Company IIIa and PPA Company IIIb, substantially all of the cash flows generated from these PPA entities in excess of debt service obligations are distributed to tax equity investors until the investors achieve a targeted internal rate of return or until a fixed date in the future, which is expected to be after a period of five or more years (the flip date), after which time we will receive substantially all of the remaining income (loss), tax and tax allocation attributable to the long-term customer payments and other incentives. In the case of PPA Company IV and PPA Company V, tax equity investors receive 90% of all cash flows generated in excess of its debt service obligations and other expenses for the duration of the applicable PPA entity without any flip date or other time- or return-based adjustment. After the occurrence of the flip date for these entities, we do not anticipate these distributions to be material enough to support our ongoing cash needs and therefore, we will still need to generate significant cash from product sales.

Future borrowings by our PPA entities may contain restrictions or prohibitions on the payment of dividends to us. The ability of our PPA entities to make such payments to us may be subject to applicable laws, including surplus, solvency and other limits imposed on the ability of companies to pay dividends.

If we do not generate sufficient cash to satisfy our debt obligations, including interest payments, the payment of principal at maturity or other payments that may be required from time to time under the terms of our debt instruments, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot provide assurance that any refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds realized from those sales, that additional financing could be obtained on acceptable terms, if at all, or that additional financing would be permitted under the terms of our various debt

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instruments then in effect. Furthermore, the ability to refinance indebtedness would depend upon the condition of the finance and credit markets at the time, which have in the past been, and may in the future be, volatile. Our inability to generate sufficient cash to satisfy our debt obligations, or to refinance our obligations on commercially reasonable terms or on a timely basis, would have an adverse effect on our business, results of operations and financial condition.

Under some circumstances, we may be required to or elect to make additional payments to our PPA entities or the PPA entity investors.

Our PPA entities are structured in a manner such that other than the amount of any equity investment we have made, we do not have any further primary liability for the debts or other obligations of the PPA entities. However, we are required to guarantee the obligations of our wholly-owned subsidiary which invests alongside other investors in the PPA entities. These obligations typically include the capital contribution obligations of such subsidiary to the PPA entity as well as the representations and warranties made by and indemnification obligations of such subsidiary to other investors in the applicable PPA entity. As a result, we may be obligated to make payments on behalf of our wholly-owned subsidiary to other investors in the PPA entities in the event of a breach of these representations, warranties or covenants.

All of our PPA entities that operate Energy Servers for end customers have significant restrictions on their ability to incur increased operating costs, or could face events of default under debt or other investment agreements if end customers are not able to meet their payment obligations under power purchase agreements or Energy Servers are not deployed in accordance with the project’s schedule. For example, under PPA Company IIIa’s credit agreement, on or before February 19, 2019 PPA Company IIIa is obligated to offer its lenders an insurance policy or performance bond to mitigate the risk that we will fail to perform our obligations under our operation and maintenance obligations to PPA Company IIIa. Upon receipt of such an offer, the lenders may elect to require PPA Company IIIa to obtain such insurance policy or performance bond, at PPA Company IIIa’s expense, or elect to require PPA Company IIIa to prepay all remaining amounts owed under PPA Company IIIa’s project debt. If our PPA entities experience unexpected, increased costs, such as insurance costs, interest expense, or taxes or as a result of the acceleration of repayment of outstanding indebtedness, or if end customers are unable to continue to purchase power under their power purchase agreements, there could be insufficient cash generated from the project to meet the debt service obligations of the PPA entity or to meet any targeted rates of return of investors. If this were to occur, this could constitute an event of default, and entitle the lender to foreclose on the collateral securing the debt or could trigger other payment obligations of the PPA entity. To avoid this, we could choose to make additional payments to avoid an event of default, which could adversely affect our business or financial condition. Lastly, under PPA Company II’s credit agreement, PPA Company II is obligated to offer to repay all outstanding debt in the event that we obtain an investment grade credit rating unless we provide a guarantee of the debt obligations of the PPA Company II. Upon receipt of such offer, the lenders may elect to require PPA Company II to prepay all remaining amounts owed under PPA Company II’s project debt. Under PPA Company IV’s credit agreement, PPA Company IV is obligated to offer to repay all outstanding debt in the event that at any time we fail to own (directly or indirectly) at least 50.1% of the equity interest of PPA Company IV not owned by the tax equity investor(s). Upon receipt of such offer, the lenders may elect to require PPA Company IV to prepay all remaining amounts owed under PPA Company IV’s project debt.

Restrictions imposed by the agreements governing of our and our PPA entities’ outstanding indebtedness contain covenants that significantly limit our actions.

The agreements governing our outstanding indebtedness contain, and any of our other future debt agreements may contain, covenants imposing operating and financial restrictions on our business that limit our flexibility including, among other things, to:

• borrow money;

• pay dividends or make other distributions;

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• incur liens;

• make asset dispositions;

• make loans or investments;

• issue or sell share capital of our subsidiaries;

• issue guarantees;

• enter into transactions with affiliates; and

• merge, consolidate, or sell, lease or transfer all or substantially all of our assets.

Our debt agreements and our PPA entities’ debt agreements require the maintenance of financial ratios or the satisfaction of financial tests. Our and our PPA entities’ ability to meet these financial ratios and tests may be affected by events beyond our control and, as a result, we cannot assure you that we will be able to meet these ratios and tests. Upon the occurrence of events such as a change in control of our company, significant asset sales or mergers or similar transactions, the liquidation or dissolution of our company or the cessation of our stock exchange listing, holders of our 6% Notes have the right to cause us to repurchase for cash any or all of such outstanding notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon. We cannot provide assurance that we would have sufficient liquidity to repurchase the Notes. Furthermore, our financing and debt agreements, such as our 6% Notes and our 8% Notes, contain events of default. If an event of default were to occur, the trustee or the lenders could, among other things, terminate their commitments and declare outstanding amounts due and payable, and our cash may become restricted. We cannot provide assurance that we would have sufficient liquidity to repay or refinance our indebtedness if such amounts were accelerated upon an event of default. Borrowings under other debt instruments that contain cross-acceleration or cross-default provisions may, as a result, be accelerated and become due and payable. We may be unable to pay these debts in such circumstances. If we were unable to repay those amounts, lenders could proceed against the collateral granted to them to secure repayment of those amounts. We cannot assure you that the collateral will be sufficient to repay in full those amounts. We cannot assure you that the operating and financial restrictions and covenants in these agreements will not adversely affect our ability to finance our future operations or capital needs, or engage in other business activities that may be in our interest, or react to adverse market developments.

If our PPA entities default on their obligations under non-recourse financing agreements, we may decide to make payments to prevent such PPA entities’ creditors from foreclosing on the relevant collateral as such a foreclosure would result in our losing our ownership interest in the PPA entity or in some or all of its assets, or a material part of our assets, as the case may be. To satisfy these obligations, we may be required to use amounts distributed by our other PPA entities as well as other sources of available cash, reducing the cash available to develop our projects and to our operations. The loss of a material part of our assets, or our ownership interest in one or more of our PPA entities or some or all of their assets, or any use of our resources to support our obligations or the obligations of our PPA entities, could have a material adverse effect on our business, financial condition and results of operations.

We may have conflicts of interest with our PPA entities.

In each PPA entity, we act as the managing member and are responsible for the day-to-day administration of the project. However, we are also a major service provider for each PPA entity in its capacity as the operator of the Energy Servers under an operations and maintenance agreement. Because we are both the administrator and the manager of the PPA entities, as well as a major service provider, we face a potential conflict of interest in that we may be obligated to enforce contractual rights that a PPA entity has against us in our capacity as a service provider. By way of example, the PPA entity may have a right to payment from us under a warranty provided under the applicable operations and maintenance agreement, and we may be financially motivated to avoid or delay this liability by failing to promptly enforce this right on behalf of the PPA entity. While we do not believe

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that we had any conflicts of interest with our PPA entities as of June 30, 2017, conflicts of interest may arise in the future which cannot be foreseen at this time. In the event that prospective future tax equity investors and debt financing partners perceive there to exist any such conflicts, it could harm our ability to procure financing for our PPA entities in the future, which could have a material adverse effect on our business.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions for so long as we are an “emerging growth company,” which could be as long as five years following the completion of this offering. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Risks Related to this Offering

There has been no prior public market for our common stock, the stock price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

There has been no public market for our common stock prior to this offering. The initial public offering price for our common stock will be determined through negotiations among the underwriters, us, and the selling stockholders and may vary from the market price of our common stock following this offering. The market prices of the securities of newly public companies such as us have historically been highly volatile. An active or liquid market in our common stock may not develop following this offering or, if it does develop, may not be sustainable. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

• overall performance of the equity markets;

• actual or anticipated fluctuations in our revenue and other operating results;

• changes in the financial projections we may provide to the public or our failure to meet these projections;

• failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

• recruitment or departure of key personnel;

• the economy as a whole and market conditions in our industry;

• new laws, regulations or subsidies or credits or new interpretations of them applicable to our business;

• negative publicity related to problems in our manufacturing or the real or perceived quality of our products;

• rumors and market speculation involving us or other companies in our industry;

• announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, or capital commitments;

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• lawsuits threatened or filed against us;

• other events or factors, including those resulting from war, incidents of terrorism, or responses to these events;

• the expiration of contractual lock-up or market standoff agreements; and

• sales or anticipated sales of shares of our common stock by us or our stockholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Sales of substantial amounts of our common stock in the public markets, or the perception that they might occur, could cause the market price of our common stock to decline.

Sales of a substantial number of shares of our common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our common stock to decline.

Substantially all of our securities outstanding prior to this offering, other than the shares offered by our selling stockholders, which will be freely tradable following this offering, are currently restricted from resale as a result of lock-up and market standoff agreements. See the section titled “Shares Eligible for Future Sale” for additional information. These securities will become available to be sold 181 days after the date of this prospectus. J.P. Morgan Securities LLC may, in its discretion, permit our security holders to sell shares prior to the expiration of the restrictive provisions contained in the lock-up agreements. Shares held by directors, executive officers, and other affiliates will also be subject to volume limitations under Rule 144 under the Securities Act and various vesting agreements.

In addition, as of June 30, 2017, we had options and RSUs outstanding that, if fully exercised or settled, would result in the issuance of 20,960,316 shares of common stock. All of the shares of common stock issuable upon the exercise of stock options or settlement of RSUs, and the shares reserved for future issuance under our equity incentive plans, will be registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to the lock-up agreements described above, existing lock-up or market standoff agreements and applicable vesting requirements.

Immediately following this offering, the holders of                 shares of our common stock have rights, subject to some conditions, to require us to file registration statements for the public resale of the common stock issuable upon conversion of such shares or to include such shares in registration statements that we may file for us or other stockholders.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the market price of our common stock and trading volume could decline.

The market price for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on our company. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

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Because the initial public offering price of our common stock will be substantially higher than the pro forma as adjusted net tangible book value per share of our outstanding common stock following this offering, new investors will experience immediate and substantial dilution.

The initial public offering price will be substantially higher than the pro forma as adjusted net tangible book value per share of our common stock immediately following this offering based on the total value of our tangible assets less our total liabilities. Therefore, if you purchase shares of our common stock in this offering, based on the midpoint of the price range set forth on the cover page of this prospectus, and the issuance of                 shares of common stock in this offering, you will experience immediate dilution of $         per share, the difference between the price per share you pay for our common stock and its pro forma as adjusted net tangible book value per share as of June 30, 2017. See the section titled “Dilution” for additional information.

We will have broad discretion in the use of the net proceeds to us from this offering and may not use them effectively.

We will have broad discretion in the application of the net proceeds to us from this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade interest-bearing securities such as money market accounts, certificates of deposit, commercial paper, and guaranteed obligations of the U.S. government that may not generate a high yield to our stockholders. These investments may not yield a favorable return to our investors.

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Insiders will continue to have substantial control over us after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our directors, executive officers and each of our stockholders who own greater than 6% of our outstanding common stock and their affiliates, in the aggregate, will beneficially own a total of approximately     % of the outstanding shares of our common stock after this offering. As a result, these stockholders, if acting together, would be able to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may have interests that differ from yours and may vote in a way with which you disagree and that may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might affect the market price of our common stock.

Provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees, and limit the market price of our common stock.

Provisions in our restated certificate of incorporation and amended and restated bylaws that will be in effect immediately following the completion of this offering may have the effect of delaying or preventing a change of

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control or changes in our management. Our restated certificate of incorporation and amended and restated bylaws include provisions that:

• provide that our board of directors will be classified into three classes of directors with staggered three year terms;

• permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;

• require super-majority voting to amend some provisions in our restated certificate of incorporation and amended and restated bylaws;

• authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;

• provide that only the chairman of our board of directors, our chief executive officer, or a majority of our board of directors will be authorized to call a special meeting of stockholders;

• prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

• provide that the board of directors is expressly authorized to make, alter, or repeal our bylaws; and

• establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

In addition, our restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our restated certificate of incorporation, or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in our restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results, and financial condition.

Moreover, Section 203 of the Delaware General Corporation Law may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock. See the section titled “Description of Capital Stock” for additional information.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the federal securities laws. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “predict,” “intend,” “could,” “would,” “should,” “expect,” “plan” and similar expressions are intended to identify forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, operating results, and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those discussed in the section titled “Risk Factors” and elsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make in this prospectus. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially and adversely from those described or anticipated in the forward-looking statements.

The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this prospectus to reflect events or circumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements.

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INDUSTRY AND MARKET DATA

This prospectus contains statistical data, estimates and forecasts that are based on independent industry publications or reports or other publicly available information, as well as other information based on our internal sources. This information involves a number of assumptions and limitations, is subject to risks and uncertainties, and is subject to change based on various factors, including those discussed in the section titled “Risk Factors” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

The sources of statistical data, estimates and forecasts contained in this prospectus include the following independent industry publications or reports:

• United Nations Development Programme (UNDP) and Action 4 Energy, “Climate and disaster resilience, Sustainable energy,” March 2016.

• MarketLine, “MarketLine Industry Profile: Global Electricity Retailing,” February 2015.

• United States Department of Energy, “Quadrennial Energy Review: Energy Transmission, Storage, and Distribution Infrastructure,” April 2015.

• American Society of Civil Engineers, “2013 Report Card for America’s Infrastructure,” 2013.

• Edison Electric Institute, “Company Reports, SNL Financial,” September 2015.

• President’s Council of Economic Advisers and Office of Electricity Delivery and Energy Reliability, U.S. Department of Energy, “Economic Benefits of Increasing Electric Grid Resilience to Weather Outages,” August 2013.

• The White House Office of the Press Secretary, “Fact Sheet: Administration Announces New Agenda to Modernize Energy Infrastructure: Releases Quadrennial Energy Review,” April 2015.

• Technavio, “Global Microgrid Market 2015-2019,” 2015.

• Technavio, “Global Data Center Power Market 2015-2019,” 2015.

• Eaton, “Blackout Tracker: United States Annual Report 2015,” 2016.

• United States Energy Information Administration, “State Electricity Profiles,” July 2015.

• United States Energy Information Administration, “Electric Power Monthly,” February 2016.

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of shares of our common stock that we are selling in this offering will be approximately $         million, based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ option to purchase additional shares from us is exercised in full, we estimate that our net proceeds would be approximately $         million, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share would increase or decrease the net proceeds that we receive from this offering by approximately $         million, assuming that the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions.

The principal purposes of the offering are to invest in our business, create a public market for our securities in the United States and facilitate our access to the public equity markets.

We currently have no specific plans for the use of the net proceeds that we receive from this offering, although we may use the net proceeds that we receive from this offering for general corporate purposes, including research and development and sales and marketing activities, general and administrative matters and capital expenditures. Accordingly, we will have broad discretion in using these proceeds. Pending their use as described above, we plan to invest the net proceeds in short-term, interest-bearing obligations, investment-grade instruments, certificates of deposit, or direct or guaranteed obligations of the U.S. government.

DIVIDEND POLICY

We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions including compliance with covenants under our credit facilities and other factors that our board of directors may deem relevant.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of June 30, 2017 on:

• an actual basis;

• a pro forma basis to give effect to (1) the automatic conversion of all outstanding shares of our preferred stock into 107,610,244 shares of common stock immediately prior to the closing of this offering, (2) the effectiveness of our amended and restated certificate of incorporation immediately prior to the completion of this offering, (3) the automatic conversion of all outstanding 8% Notes to Series G convertible preferred stock at a per share price of $25.76, and the conversion of such Series G convertible preferred stock into 9,125,606 shares of common stock immediately prior to the completion of this offering and (4) the issuance and exercise of warrants to purchase 469,333 shares of our common stock at an exercise price of $0.01 per share to certain purchasers of our 6% Notes, as described in “Description of Capital Stock—6.0% Convertible Senior Secured PIK Notes due 2020,” which warrants will automatically be deemed exercised pursuant to their terms immediately prior to the completion of this offering; and

• a pro forma as adjusted basis to give effect to (1) the pro forma adjustments set forth above, (2) the issuance of 150,000 shares of common stock that we expect to issue upon the exercise of warrants that would expire if not exercised prior to the completion of this offering and (3) the sale and issuance of                 shares of common stock by us in this offering at an assumed initial public offering price of

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$         per share, which is the midpoint of the price range on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	As of June 30, 2017
	(Unaudited)
	Actual			Pro Forma			Pro Forma, As Adjusted (1)
	(in thousands, except share and per share data)
Cash and cash equivalents	$	153,256		$	153,256		$
Indebtedness (long-term):
6% Convertible Senior Secured PIK Notes	$	209,233		$	203,130		$
8% Subordinated Convertible Secured Promissory Notes		194,280			—
Other indebtedness—recourse		97,926			104,029
Other indebtedness—non-recourse		350,267			309,471
Total indebtedness (long-term)		851,706			616,630
Warrant liabilities		13,121			11,127
Convertible redeemable preferred stock, $0.0001 par value: 120,692,417 shares authorized and 107,610,244 issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted		1,465,841			—			—
Stockholders’ deficit:
Preferred stock, $0.0001 par value: no shares authorized, issued and outstanding, actual;                 shares authorized, no shares issued and outstanding pro forma and pro forma as adjusted		—			—			—
Common stock, $0.0001 par value: 170,000,000 shares authorized, 15,423,967 shares issued and outstanding, actual; 170,000,000 shares authorized,                 shares issued and outstanding, pro forma;                 shares authorized, shares issued and outstanding, pro forma as adjusted		2			14
Additional paid-in capital		124,859			1,827,588
Accumulated other comprehensive loss		(466	)		(466	)
Accumulated deficit		(2,199,055	)		(2,191,055	)
Total stockholders’ deficit		(2,066,660	)		(363,919	)
Redeemable noncontrolling interest and noncontrolling interest		227,273			227,273
Total capitalization	$	491,281		$	491,111		$

⁽¹⁾  Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, the midpoint of the price range on the cover of this prospectus, would increase or decrease, respectively, the amount of cash, additional paid-in capital, total stockholders’ deficit and total capitalization by approximately $         million, assuming the number of shares we offer, as stated on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions.

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The preceding table is based on the number of shares of our common stock outstanding as of June 30, 2017, and excludes:

• 16,271,437 shares of our common stock issuable upon exercise of outstanding stock options as of June 30, 2017 with a weighted average exercise price of $17.31 per share under our 2002 Equity Incentive Plan and 2012 Equity Incentive Plan;

• 4,688,879 shares of our common stock issuable upon settlement of RSUs outstanding as of June 30, 2017 under our 2012 Equity Incentive Plan;

• 50,000 shares of our common stock issuable upon the exercise of outstanding warrants to purchase common stock as of June 30, 2017, with an exercise price of $25.76 per share;

• 1,141,184 shares of our common stock issuable upon the exercise of outstanding warrants to purchase Series F convertible preferred stock and Series G convertible preferred stock as of June 30, 2017, with a weighted average exercise price of $21.18 per share, which, if not exercised prior to the completion of this offering, shall convert in accordance with their terms into warrants to purchase common stock;

• up to 224,000 shares of our common stock issuable to one of our customers on the occurrence of certain installation milestones;

• 200,000 shares of common stock issuable 180 days from the date of this prospectus. These shares will be issued as part of a dispute settlement with a securities placement agent, as described in “Description of Capital Stock—Securities Acquisition Agreement”;

•             shares of our common stock issuable upon the conversion of our outstanding 6% Notes as of June 30, 2017, based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, which notes will be convertible at the option of the holders thereof following the completion of this offering; and

•                 shares of common stock reserved for future issuance under our equity-based compensation plans, consisting of 2,811,517 shares of common stock reserved for issuance under our 2012 Equity Incentive Plan as of June 30, 2017,                 shares of common stock reserved for issuance under our 2016 Equity Incentive Plan and                 shares of common stock reserved for issuance under our 2016 Employee Stock Purchase Plan, and excluding shares that become available under the 2016 Equity Incentive Plan and 2016 Employee Stock Purchase Plan pursuant to provisions of these plans that automatically increase the share reserves each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

Because the conversion price of the 6% Notes will depend upon the actual initial public offering price per share in this offering, the actual number of shares issuable upon such conversion will likely differ from the number of shares set forth above. In this regard, a $1.00 increase in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the number of shares of our common stock issuable on conversion of the 6% Notes by                 shares. A $1.00 decrease in the assumed initial public offering price would increase the number of shares of our common stock issuable on conversion of the 6% Notes by                 shares. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Credit Facilities—Bloom Energy Indebtedness” for more information.

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DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering. Our pro forma net tangible book value as of June 30, 2017 was $         million, or $         per share of common stock. Pro forma net tangible book value per share represents total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of June 30, 2017, after giving effect to (i) the automatic conversion of all outstanding shares of our preferred stock into 107,610,244 shares of common stock immediately prior to the closing of this offering, (ii) the effectiveness of our amended and restated certificate of incorporation immediately prior to the completion of this offering, (iii) the automatic conversion of all outstanding 8% Notes to Series G convertible preferred stock at a per share price of $25.76, and the conversion of such Series G convertible preferred stock into 9,125,606 shares of common stock immediately prior to the completion of this offering, (iv) the issuance of 150,000 shares of common stock that we expect to issue upon the exercise of warrants that would expire if not exercised prior to the completion of this offering and (v) the issuance and exercise of warrants to purchase 469,333 shares of our common stock at an exercise price of $0.01 per share to certain purchasers of our 6% Notes, as described in “Description of Capital Stock—6.0% Convertible Senior Secured PIK Notes due 2020,” which warrants will automatically be deemed exercised pursuant to their terms immediately prior to the completion of this offering. Our pro forma as adjusted net tangible book value per share gives further effect to our sale of our common stock in this offering at the assumed initial public offering price of $         per share, the midpoint of the price range on the cover of this prospectus, after deducting the estimated underwriting discounts and commissions and our estimated offering expenses. Our pro forma as adjusted net tangible book value as of June 30, 2017 would have been $         million, or $         per share. This represents an immediate increase in net tangible book value of $         per share to our existing stockholders and an immediate dilution of $         per share to new investors purchasing shares of common stock in this offering. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of June 30, 2017	$
Increase in pro forma net tangible book value per share attributable to new investors purchasing shares in this offering
Pro forma as adjusted net tangible book value per share after giving effect to this offering
Dilution per share to new investors in this offering		$

Each $1.00 increase or decrease in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease our pro forma as adjusted net tangible book value per share after this offering by $        , and would increase or decrease dilution per share to investors in this offering by $        , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The following table illustrates, on a pro forma as adjusted basis described above, as of June 30, 2017 the differences between the number of shares of common stock purchased from us, the total consideration paid, and the average price per share paid by existing stockholders and new investors purchasing shares of our common stock in this offering based on an assumed initial public offering price of $ per share, the midpoint of the price

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range on the cover of this prospectus, and before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent
	(dollars in millions, except per share amounts)
Existing Stockholders		132,779,150		100.0	%	$	1,680.9		100.0	%	$	12.66
New Investors
Total				100.0	%	$			100.0	%

Sales of shares of common stock by the selling stockholders in this offering will reduce the number of shares of common stock held by existing stockholders to                 , or approximately     % of the total shares of common stock outstanding after this offering, and will increase the number of shares held by new investors to                 , or approximately     % of the total shares of common stock outstanding after this offering.

If the underwriters exercise their option to purchase additional shares in full, the percentage of shares of common stock held by existing stockholders will decrease to approximately     % of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors will be increased to                 , or approximately     % of the total number of shares of our common stock outstanding after this offering.

As of June 30, 2017, there were options outstanding to purchase a total of 16,271,437 shares of common stock at a weighted average exercise price of $17.31 per share, RSUs outstanding that may be settled for 4,688,879 shares of common stock, warrants outstanding to purchase a total of 50,000 shares of common stock at an exercise price of $25.76 per share, and warrants outstanding to purchase a total of 1,291,184 shares of our Series F convertible preferred stock and Series G convertible preferred stock, with a weighted-average exercise price of $20.87 per share. We expect warrants to purchase 150,000 shares of common stock, which would expire if not exercised prior to completion of this offering, will be exercised prior to the completion of this offering. In addition, we will issue 200,000 shares of common stock 180 days from the date of this prospectus, as part of a dispute settlement with a securities placement agent, as described in “Description of Capital Stock—Securities Acquisition Agreement,” and up to 224,000 shares of our common stock to one of our customers on the occurrence of certain installation milestones. To the extent outstanding options or warrants are exercised, or restricted stock units settle, or we issue additional shares of common stock in the future, there will be further dilution to new investors.

The preceding table is based on the number of shares of our common stock outstanding on a pro forma basis as of June 30, 2017, and excludes:

• 16,271,437 shares of our common stock issuable upon exercise of outstanding stock options as of June 30, 2017 with a weighted average exercise price of $17.31 per share under our 2002 Equity Incentive Plan and 2012 Equity Incentive Plan;

• 4,688,879 shares of our common stock issuable upon settlement of RSUs outstanding as of June 30, 2017 under our 2012 Equity Incentive Plan;

• 50,000 shares of our common stock issuable upon the exercise of outstanding warrants to purchase common stock as of June 30, 2017, with an exercise price of $25.76 per share;

• 1,141,184 shares of our common stock issuable upon the exercise of outstanding warrants to purchase Series F convertible preferred stock and Series G convertible preferred stock as of June 30, 2017, with a weighted average exercise price of $21.18 per share, which, if not exercised prior to the completion of this offering, shall convert in accordance with their terms into warrants to purchase common stock;

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• up to 224,000 shares of our common stock issuable to one of our customers on the occurrence of certain installation milestones;

• 200,000 shares of common stock issuable 180 days from the date of this prospectus. Those shares will be issued as part of a dispute settlement with a securities placement agent, as described in “Description of Capital Stock—Securities Acquisition Agreement”;

•                 shares of our common stock issuable upon the conversion of our outstanding 6% Notes as of June 30, 2017, based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, which notes will be convertible at the option of the holders thereof following the completion of this offering; and

•                 shares of common stock reserved for future issuance under our equity-based compensation plans, consisting of 2,811,517 shares of common stock reserved for issuance under our 2012 Equity Incentive Plan as of June 30, 2017,                 shares of common stock reserved for issuance under our 2016 Equity Incentive Plan and                 shares of common stock reserved for issuance under our 2016 Employee Stock Purchase Plan, and excluding shares that become available under the 2016 Equity Incentive Plan and 2016 Employee Stock Purchase Plan pursuant to provisions of these plans that automatically increase the share reserves each year, as more fully described in “Executive Compensation—Employee Benefit Plans.”

Because the conversion price of the 6% Notes will depend upon the actual initial public offering price per share in this offering, the actual number of shares issuable upon such conversion will likely differ from the number of shares set forth above. In this regard, a $1.00 increase in the assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease the number of shares of our common stock issuable on conversion of the 6% Notes by                 shares. A $1.00 decrease in the assumed initial public offering price would increase the number of shares of our common stock issuable on conversion of the 6% Notes by                 shares. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Credit Facilities—Bloom Energy Indebtedness” for more information.

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LETTER FROM OUR CHIEF FINANCIAL OFFICER

The way we think about Bloom Energy is that we are a technology company that develops, manufactures and sells a product that sits on our customers’ sites to meet their electric power needs, whether it is reliability, resiliency, sustainability, cost savings and/or cost predictability. Our product, the Bloom Energy Server, provides a distributed energy solution to customers, so that they can generate 24/7, always-on electric power on-site for their own consumption.

A typical customer contract includes our product, installation, and ongoing operations and maintenance or “service”. We measure performance in these three parts of our business:

• Product;

• Installation; and

• Service.

Our strategy with respect to product is to innovate with each new product generation and enhance our product performance, while continuously driving down the cost to manufacture our systems. Our product has consistently improved in performance and efficiency since we rolled out our first product generation in 2008. We are generally able to offer competitive pricing versus the grid in our target markets, allowing our customers to achieve a level of savings by deploying our Energy Servers. Based on historical trends and current regulatory and infrastructure requirements, we believe that the long-term trajectory of the cost of electricity is increasing in our target markets. In parallel, our technology improvements and cost reduction efforts should continue to reduce our cost and allow us to improve our profitability in existing markets, as well as to expand into new markets. Furthermore, we expect that expanding into new markets should strengthen our profitability by increasing the operating leverage through economies of scale.

Our strategy with respect to installations is pretty simple—we want to break even and continuously drive down our installation cost. Installation costs vary from site to site and are dependent on customization required for a given customer set-up and size of an installation. Our goal is to be margin neutral on installation across our portfolio, as we pass these costs on directly to our customers.

Our strategy with respect to service reflects our focus on investing the capital necessary to become a market pioneer and leader in the distributed energy generation space. In the early days of Bloom Energy’s commercial shipments, we recognized that we needed a statistically meaningful “field installed base” and real time data from those installations to understand performance of our Energy Servers in real world conditions and use that learning to improve reliability and robustness in our systems. It was also necessary learning to drive innovation and performance improvements in our entire value chain. For this reason, in our early years of shipping product, we installed Energy Servers that had a lifespan below break-even, relative to service revenue versus service cost.

The losses we experienced in the service part of our business, particularly during the period between 2013 and 2016, represented the investment we were willing to make to execute this strategy to become the market leader in distributed energy generation using fuel cell technology. To date, we have seen progress in service financial performance driven by two primary events:

• “time to stack replacement” primarily driven by our fuel cell stack lives—in the early years, replacement was typically 12 to 18 months. From 2015 onwards, we expect to average over 4 years between replacements, and

• the cost to refurbish (which include our fuel cell stacks) is coming down. Since 2014, we have driven this cost down by approximately 40%.

At today’s pricing, we believe we can achieve break even in our service business provided the time between stack replacement across all of our fleet is at four years or better. Longer term, like many companies with an

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operations and maintenance business, our strategy is to make our service business a profitable part of our overall business, with a predictable recurring annual revenue stream.

As I stated at the outset, we consider ourselves to be an innovative technology “product” company. With that said, our business model to deliver our product is fairly straightforward. We book an order at the time of contract signing and at that time the order is recorded in our backlog. On a quarter-to-quarter basis, booked orders tend to be lumpy. For example, a big box retailer might place an order for Energy Servers for hundreds of stores at one time. However, we deploy our Energy Servers (installations, translating to revenue) in a more linear and predictable manner. Deployments might span nine to 12 months from the time the order is booked. It takes us only about two months to manufacture, install and commission a system, which we define as bringing a system to full power. This generally allows us well over six months to diligence, design, permit and construct the site installation infrastructure necessary to deploy our systems. The product sales price and installation price is set for each system at the time of the contracted order. An order comes out of backlog at the time of commissioning the system, which we refer to as “acceptance.”

At Bloom, we offer several customer purchase options through which we sell our Energy Servers. This is consistent with our philosophy of customizing our energy solution to meet our customer needs in all aspects of our business. In general, we sell our Energy Servers to customers through a direct sale, through a lease or managed services contract, or through one of our Bloom Electrons financing programs (where the customer pays based on the energy delivered). For some customers we sell our Energy Servers through a combination of these purchase options.

Depending on the customer purchase option, the timing of revenue recognition will vary significantly. Our product and installation revenue recognition varies from either being recognized ratably over the contract term for some purchase options, to being recognized all up front at the time of acceptance for others. We generally recognize service revenue ratably over each contract year.

Due to the variability that the customer purchase options can have on our revenue recognition in any given period, we believe a useful way to understand the performance of our business and to complement our financial reporting is to analyze key operating metrics for volume (acceptances), billings (product, installation and service agreements) and unit level costs (product and installation). These operating metrics provide useful insight into the operational trajectory, cash generation and cost profile of the business.

Generally, under any of the purchase options, we receive a certain amount of the sales price in advance payments to help us offset a portion of our working capital requirements. This may include upfront deposits and/or advanced payments prior to manufacturing and site construction. This improves our working capital position and our overall cash conversion cycle. In all customer purchase options, Bloom generally receives 100% of the product and installation sales price as cash in the form of these various milestone payments no later than within 30-days of the acceptance date. Separately, we also get paid for service contracts annually at the beginning of each service contract year. For direct sales contracts, the warranty period expires at the end of the first year, at which time our customers enter into an annual service contract with us. For managed services contracts, the service contract starts at the time of acceptance.

In summary, we have made great progress on our technology since we started shipping our Energy Servers in 2008. The continuous innovation in the technology within our Energy Servers as well as technology to build them has allowed us to reduce our costs to the point that we can offer a competitive alternative to the grid for our customers in various markets. The significant investments that we made in our early fleet deployments provided valuable feedback to our engineering teams to help us develop our next generation technologies with real world, real time feedback from those customers’ operating environments.

We not only have innovated and improved our product and manufacturing technology, but we have also executed innovations and improvements in the way our customers can procure products from Bloom with our

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multiple customer purchase options. These purchase options have provided a means by which our customers can procure large volumes of our Energy Servers, in a programmatic manner, to help them achieve their energy generation goals. Whether those goals are for reliability, resiliency, sustainability or predictability, our Energy Server technology is a product that we believe will empower current and future customers to transform the way they consume electricity to meet their increasing power demands into the 21^st century.

Randy Furr

Chief Financial Officer

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SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated statements of operations data for the years ended December 31, 2015 and 2016 and the consolidated balance sheet data as of December 31, 2015 and 2016 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated statements of operations data for the six months ended June 30, 2016 and 2017 and the selected consolidated balance sheet data as of June 30, 2017 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. You should read the following selected consolidated financial data below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. Our historical results are not necessarily indicative of the results to be expected in the future. The selected consolidated financial data in this section are not intended to replace the consolidated financial statements and are qualified in their entirety by the consolidated financial statements and related notes included elsewhere in this prospectus.

Please see “—Key Operating Metrics” below for information regarding how we define our product accepted during the period, megawatts deployed, billings for product accepted in the period, billings for installation on product accepted, billings for annual maintenance services agreements, product costs of product accepted, period costs of manufacturing related expenses not included in product costs and installation costs on product accepted.

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	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
	(in thousands, except for per share data)
							(unaudited)
Consolidated Statements of Operations
Revenue
Product	$	61,853		$	76,478		$	30,729		$	67,600
Installation		18,781			16,584			6,280			26,647
Service		36,944			43,118			21,572			22,799
Electricity		55,311			72,360			32,789			41,934
Total revenue		172,889			208,540			91,370			158,980
Cost of revenue
Product		163,143			103,157			47,973			86,392
Installation		24,588			17,725			7,040			28,300
Service		135,470			154,994			60,038			39,506
Electricity		31,372			36,153			15,454			19,786
Total cost of revenue		354,573			312,029			130,505			173,984
Gross profit (loss)		(181,684	)		(103,489	)		(39,135	)		(15,004	)
Operating expenses
Research and development		43,933			46,848			22,217			23,591
Sales and marketing		19,543			29,101			14,073			16,508
General and administrative		58,976			61,545			27,011			27,204
Total operating expenses		122,452			137,494			63,301			67,303
Loss from operations		(304,136	)		(240,983	)		(102,436	)		(82,307	)
Interest expense		(40,633	)		(81,190	)		(37,525	)		(49,917	)
Other income (expense), net		(2,891	)		(379	)		(297	)		133
Gain (loss) on revaluation of warrant liabilities and embedded derivatives		2,686			(13,035	)		1,453			(453	)
Net loss before income taxes		(344,974	)		(335,587	)		(138,805	)		(132,544	)
Income tax provision		707			729			425			442
Net loss		(345,681	)		(336,316	)		(139,230	)		(132,986	)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(4,678	)		(56,658	)		(27,960	)		(9,979	)
Net loss attributable to common stockholders	$	(341,003	)	$	(279,658	)	$	(111,270	)	$	(123,007	)
Net loss per share attributable to common stockholders, basic and diluted:	$	(23.34	)	$	(18.56	)	$	(7.42	)	$	(8.06	)
Weighted average shares used to compute net loss per share attributable to common stockholders, basic and diluted		14,611			15,069			15,000			15,264
Pro forma net loss per share attributable to common stockholders basic and diluted (unaudited)				$	(2.13	)				$	(0.93	)
Pro forma weighted average shares used to compute pro forma net loss per share attributable to common stockholders basic and diluted (unaudited)					131,386						132,000

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	Years Ended December 31,						As of June 30,
	2015			2016			2017
	(in thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	135,030		$	156,577		$	153,256
Working capital		167,147			130,992			135,212
Total assets		944,501			1,204,047			1,231,598
Long term portion of debt		605,856			773,346			851,706
Total liabilities		1,038,652			1,463,159			1,605,144
Convertible redeemable preferred stock		1,459,506			1,465,841			1,465,841
Redeemable noncontrolling interest and noncontrolling interest		133,127			234,988			227,273
Stockholders’ deficit		(1,686,784	)		(1,959,941	)		(2,066,660	)

Key operating metrics:

	Years Ended December 31,				Six Months Ended June 30,
	2015		2016		2016		2017
Product accepted during the period (in 100 kilowatt systems)		349		687		298		281
Megawatts deployed as of period end		186		235		208		263

	Years Ended December 31,				Six Months Ended June 30,
	2015		2016		2016		2017
	(in thousands)
Billings for product accepted in the period	$	258,075	$	522,543	$	228,533	$	113,035
Billings for installation on product accepted in the period		47,004		114,680		49,450		48,367
Billings for annual maintenance services agreements		60,586		67,820		24,072		33,063

	Three Months Ended
	Mar. 31, 2016		Jun. 30, 2016		Sep. 30, 2016		Dec. 31, 2016		Mar. 31, 2017		Jun. 30, 2017
Product costs of product accepted in the period (per kilowatt)	$	5,086	$	4,809	$	4,383	$	3,826	$	3,999	$	3,121
Period costs of manufacturing related expenses not included in product costs (in thousands)		4,302		4,586		6,869		6,143		7,397		8,713
Installation costs on product accepted in the period (per kilowatt)		1,280		1,481		1,056		1,170		1,974		1,306

Product Accepted During the Period

Product accepted during the period is the number of customer acceptances of our Energy Servers in any period. Generally, we deem an acceptance to occur when a sold Energy Server has been installed at a customer site and running at full power. We use product accepted during the period to measure the volume of our deployment activity, and therefore, we can compare Energy Server acceptances across different time periods to gauge the operational volume and trajectory of our business. We measure each Energy Server manufactured,

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shipped and accepted in terms of 100 kilowatt equivalents. Product acceptances and product revenue are generally not correlated, as the timing of product revenue recognition is impacted by different customer purchase options as outlined here:

Customer Purchase Option	Typical Timing of Revenue Recognition
Direct Purchase	Up front at acceptance
Traditional Lease	Up front at acceptance
Managed Services	Ratably over the life of contract starting at acceptance
PPA Financing through Bloom Electrons	Ratably over the life of contract starting at acceptance

Product revenue is generally recognized when an acceptance is achieved. For those customers who purchase our Energy Servers through a direct sales arrangement, that revenue is recognized up front at acceptance, while for customers that purchase our Energy Servers through a power purchase agreement (PPA) arrangement structured as an operating lease or through our managed services program, we recognize revenue ratably over the life of the contracts and not at acceptance. Our product revenue has fluctuated in the past and may fluctuate in the future, as it is in part dependent on the purchase option selected by the customer.

The number of product acceptances achieved in 2016 was 687 systems, an increase of 96.8% as compared to 349 acceptances for 2015. Our product revenue was $76.5 million in 2016, an increase of 23.6% as compared to $61.9 million in 2015. The increase in product revenue was less than the 96.8% increase in associated product acceptances due to the higher mix of PPA and managed services customer purchase options (where revenue is recognized ratably) versus direct sales (where revenue is recognized up front) for 2016 relative to 2015. The number of acceptances in 2016 where revenue was recognized ratably was approximately 84% of total acceptances, while the number of acceptances in 2015 where revenue was recognized ratably was approximately 58% of total acceptances. In 2015 and 2016, 24 and 172, respectively, of our acceptances achieved were for Energy Servers that were sold to existing customers under our PPA I decommissioning program. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations—Revenue—Product Revenue—PPA I Decommissioning”.

For the six months ended June 30, 2017, the number of acceptances achieved was 281, a decrease of 5.7% as compared to 298 acceptances for the six months ended June 30, 2016. The decline was driven by extreme weather-related seasonality on both the U.S. East Coast and West Coast which impacted our ability to install Energy Servers at our customer sites. Our product revenue for the six months ended June 30, 2017 was $67.6 million, an increase of 120% as compared to the $30.7 million for the six months ended June 30, 2016. Product revenue increased for the six months ended June 30, 2017 relative to the six months ended June 30, 2016 even though product acceptances declined by 5.7% over that same time period as the mix in financing options with which our customers chose to deploy their systems reflected a smaller portion of managed services customer purchase options (where revenue is recognized ratably) versus direct sales (where revenue is recognized up front). The number of acceptances for the six months ended June 30, 2017 where revenue was recognized ratably was approximately 37% of total acceptances, while the number of acceptances for the six months ended June 30, 2016 where revenue was recognized ratably was approximately 87% of total acceptances.

Megawatts Deployed

Megawatts deployed represents the aggregate megawatt capacity of operating Energy Servers in the field on a given date that have achieved acceptance, net of systems removed from operation under the PPA I decommissioning program. We measure the electricity-generating capacity of our deployed Energy Servers in megawatt capacity. Megawatt capacity is the expected maximum output an Energy Server can produce (i.e., the nameplate capacity). Actual power production from these Energy Servers may be less or more than the megawatt capacity assigned to a particular Energy Server. Megawatts deployed also represents the size of our installed base.

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Megawatts deployed increased to 235 in 2016, an increase of 26.3% as compared to 186 in 2015. This increase was attributable to the acceptances that were achieved in 2016 net of the systems that were accepted by customers as part of the PPA I decommissioning program. For the six months ended June 30, 2017, megawatts deployed increased to 263, an increase of 11.9% as compared to year-end December 2016 of 235. The increase represents the additional acceptances that were achieved in the first six months of 2017, which increased the number of Energy Servers in the field, since the end of 2016.

Billings for Product Accepted in the Period

We sign contracts with our customers and financing partners that set the terms and conditions of the equipment and services which we deliver under those contracts. Generally, these contracts outline: (1) the type, volume and price of the product (Energy Servers) to be installed, (2) the equipment and services to be used in the installation process, (3) the pricing and terms for extended maintenance (service) agreements, and (4) the details of any other equipment or service to be provided. Based on the dates and milestones that are outlined in the contract, we generate invoices and bill our customers and financing partners for each of the above outlined components. We believe that analyzing the billing and the trending of the billing for these contract components is useful to understand our business.

The billings for product accepted represents the total contracted dollar amount of the product component of all Energy Servers that are accepted in a period. We use this metric to gauge the dollar amount of our acceptances in a period and to evaluate the change in dollar amount of acceptances between periods, which also provides us insight into the billing volume and trajectory of our product sales. Across all customer purchase options (direct sales, leases, PPA and managed services), our sales contracts specify the amounts billed with respect to the product (our Energy Servers), installation, and service contract components, which will not necessarily reflect the applicable revenue to be recognized at acceptance under the agreement due to certain customer financing options where revenue is recognized ratably over the life of the contract starting at acceptance. Regardless of the customer purchase option, we generally receive 100% of the customer payments in cash for the product and installation components of our sales contracts within 30 days of achieving acceptance, including replacement servers accepted by existing customers through our PPA I decommissioning program. Billings for product accepted in the period and the change in billings for product accepted in the period will, in general, correlate with the volume and change in the volume of product accepted.

The purchase of our Energy Servers and related installation costs have historically qualified for the Federal Investment Tax Credit (ITC). Through 2016, our customers and financing partners could take advantage of ITC. They could receive a tax credit of 30% or $3,000 per kilowatt of their equipment purchase price and the installation cost on their federal tax returns. This federal tax benefit expired at the end of 2016. Accordingly, in 2017, customers no longer receive the ITC benefit on purchases of our Energy Servers. In order to offset the negative economic impact of that lost benefit to our customers and financing partners, in 2017, we lowered our selling price to customers. Because many customers or financing partners would monetize the tax credit upfront, the actual impact to our selling price is generally greater than 30%.

As stated above, both the purchase of our Energy Servers and the installation cost of those Energy Servers qualifed for the ITC in 2016. From a billings standpoint, we billed our customers for the portion of the price attributable to the ITC benefit for both the Energy Server (product) sale and the installation services as part of our product billings. Therefore, in 2017, as a result of the ITC benefit loss, the billings for product accepted will be impacted to a greater extent than the billings for installation when compared to 2016.

The billings for product accepted in 2016 was $522.5 million, an increase of 102.5% compared to billings for product accepted of $258.1 million in 2015. This increase was higher than the increase in associated acceptances of 96.8% relative to 2015 due to a slightly higher contracted product billing amount per unit (i.e., the average selling price) in 2016 versus 2015. In 2016, we had $132.2 million of billings for product accepted from existing customers through our PPA I decommissioning program. For the six months ended June 30, 2017, the

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billings for product accepted was $113.0 million, a decrease of 50.5% from the billings for product accepted of $228.5 million for the six months ended June 30, 2016. This decrease was primarily due to the lower average selling prices to our customers in the first six months of 2017, as a result of the ITC benefit to our customers ending in 2016, as well as the 5.7% decrease in product acceptances for the six months ended June 30, 2017. We expect to continue to sell our Energy Servers at these lower average selling prices for as long as there is no ITC benefit to our customers. For the six months ended June 30, 2017, we had no billings for product accepted from existing customers through our PPA I decommissioning program.

Billings for Installation on Product Accepted

Billings for installation on product accepted represents the total contracted dollar amount billable with respect to the installation portion of all Energy Servers that are accepted in the period. We use this metric to gauge the dollar value of the installations of our product acceptances in a period and to evaluate the change in dollar value associated with the installation of our product acceptances between periods.

Billings for installation on product acceptances are generally driven by the complexity of the site and the size of the installation. Infrequently, Bloom may not perform the installation service for customers, and the installation may be completed by a third-party as directed by the customer or by the customer themselves. For customers who have the installation performed by a third party orthemselves, there will be little or no billings for installation on product accepted.

Billings for installation on product accepted in 2016 was $114.7 million, an increase of 144.0% as compared to $47.0 million in 2015. This increase was greater than the 96.8% increase in associated acceptances because in 2015 there were a greater number of installations where customers performed the installation themselves. For the six months ended June 30, 2017, billings for installation on product accepted was $48.4 million, a decrease of 2.2% as compared to $49.5 million for the six months ended June 30, 2016. The decrease was slightly smaller than the 5.7% decrease in associated acceptances and was related to the normal mix in installation billings driven by site complexity and size.

The combined total for billings for product and installation accepted in 2016 was $637.2 million, an increase of 108.9% compared to $305.1 million in 2015. This increase was greater than the 96.8% increase in associated acceptances for the same period due to the combination of the slightly higher contracted product billing amount per unit in 2016 versus 2015 and the higher number of 2015 installations where the customer performed the installation.

When we analyze changes between 2016 and 2017, we also take into account the impact of the lower average selling prices to the customers driven by the loss of the ITC benefit. To minimize the impact to the customers, we reduced the selling price to ensure the economics to the customer remained the same as it was prior to losing the ITC benefit. Because the benefit from the ITC can be monetized up front, given the time value of money, the impact on our average selling price is greater than the nominal value of the ITC benefit.

For the six months ended June 30, 2017, the combined total for billings for product and installation accepted was $161.4 million, a decrease of 41.9% from the billings for product and installation accepted combined of $278.0 million for the six months ended June 30, 2016. The decrease was significantly greater than the 5.7% decrease in associated acceptances during the same periods due to lower average selling price to customers as a result of the expiration of the ITC in 2016.

Billings for Annual Maintenance Services Agreements

The billings for annual maintenance service agreements represent the dollar amount billable in respect of one-year service contracts that have been initiated or renewed during the period. Our customers enter into maintenance agreements with us to receive ongoing service of their Energy Servers. Generally, the first year of

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maintenance is included in the price of the product as part of the warranty. However, customers engaging in our managed services enter into annual maintenance contracts starting at time of acceptance. While the maintenance service agreements are generally contracted annually, the billings for those contracts can be monthly, quarterly or annually. As our cumulative megawatts deployed grows each year, we expect that the billings for annual maintenance services agreements should grow as well.

Billings for annual maintenance service agreements in 2016 was $67.8 million, an increase of 11.9% as compared to $60.6 million in 2015. This increase was driven both by the billing for new maintenance contract renewals and new managed service contracts over that same period. For the six months ended June 30, 2017, billings for annual maintenance service agreements was $33.1 million, an increase of 37.4% compared to $24.1 million for the six months ended June 30, 2016. This increase was driven primarily by a significant increase in managed services acceptances during the period between June 30, 2016 and June 30, 2017. Billings for annual maintenance agreements for managed services contracts are billed monthly and start at acceptance for those contracts.

The billings for annual maintenance agreements for the six months ended June 30, 2017 represents the cumulative billings for all agreements in place at that time, and therefore includes all of the billings for maintenance agreements from managed services contracts accepted between June 30, 2016 and June 30, 2017.

Product Costs of Product Accepted (per kilowatt)

Our product costs of product accepted in the period represents the average unit product cost for the Energy Servers that are accepted in a period. We track this metric to provide a point in time estimate of our unit cost to manufacture our Energy Servers which we can use to analyze and compare product costs between periods. We use this metric to provide us insight into the trajectory of our product costs and, in particular, the effectiveness of our cost reduction activities.

We calculate it as the aggregate amount of product costs across all acceptances in a period, and we then divide that total by the number of acceptances in that period and then divide that result by 100 to get a “per kilowatt” unit measure.

Product cost includes material costs, direct labor, allocated manufacturing overhead, purchasing and manufacturing variances, freight charges and consumables used in the manufacturing of our Energy Servers.

During the six quarters ended June 30, 2017, our product costs of products accepted declined from $5,086 per kilowatt to $3,121 per kilowatt, an overall reduction of 38.6%. The cost reduction was driven generally by our ongoing cost reduction efforts to reduce material costs, labor and overhead through improved automation of our manufacturing facilities, better facility utilization and ongoing material cost reduction programs with our vendors.

Period Costs of Manufacturing Related Expenses not Included in Product Costs

Period costs of manufacturing related expenses not included in product costs represent the manufacturing and related operating costs expensed in the period that are incurred to procure parts and manufacture Energy Servers that are not included as part of product costs as defined above. Any costs incurred to run our manufacturing operations that are not capitalized (i.e., absorbed) into inventory are expensed to our consolidated statement of operations in the period with which the costs are incurred. Typical costs included in this metric are unallocated overhead costs, and items used in the manufacturing process not allocated to product cost. In addition, this metric includes the costs incurred to support the Energy Server’s first year of warranty.

Period costs of manufacturing related expenses not included in product costs for the quarter ended December 31, 2016 was $6.1 million, an increase of 42.8% compared to $4.3 million for the quarter ended

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March 31, 2016. The increase was driven by one-time year-end write-offs for excess and obsolete inventory and other items. Period costs of manufacturing related expenses not included in product costs for the quarter ended June 30, 2017 was $8.7 million, an increase of 41.8% compared to $6.1 million for the quarter ended December 31, 2016. While actual manufacturing spending decreased in the quarter ended June 30, 2017 relative to the quarter ended December 31, 2016, the period costs of manufacturing related expenses not included in product costs, which represents the unabsorbed manufacturing costs to produce our Energy Servers, increased due to lower production volumes in the period.

Installation Costs on Product Accepted in the Period (per kilowatt)

Installation costs on product accepted in the period is the average unit installation cost for Energy Servers that are accepted in a given period. We incur and accumulate costs for design, permitting, construction and interconnect for the installation of our Energy Servers, which ultimately provides for the systems to meet acceptance criteria in the period and ultimately, be counted as an “acceptance.” Our installation costs are driven by the complexity of the site at which we are installing an Energy Server, as well as the size of the installation, which can cause variability in these costs quarter-to-quarter. We generally achieve economies of scale on installation costs at sites where we install more Energy Servers per site. We track this information to help ensure our installation costs are in line with our installation billings. Installation costs on product accepted in the period is calculated by aggregating the accrued and incurred installation costs for each site accepted in a period. We then divide that total by the number of acceptances in the period and then divide that result by 100 to get a “per kilowatt” unit of measure.

During the six quarters ended June 30, 2017, installation costs on product accepted ranged from a low of $1,056 per kilowatt for the quarter ended September 30, 2016 to a high of $1,974 per kilowatt for the quarter ended March 31, 2017. For the quarter ended September 30, 2016, the lower installation cost of $1,056 per kilowatt was driven by the fact that 39.3% of the acceptances in that quarter were for very low complexity sites at existing customers under the PPA I decommissioning program. Those customers already had substantially most of the installation infrastructure in place resulting in simple installations. For the quarter-ended March 31, 2017, the higher installation cost of $1,974 per kilowatt was driven by a greater mix of more complicated sites, which included serveral for business continuity solutions, which requires a more difficult installation process.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes to those statements included elsewhere in this prospectus. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under “Risk Factors” and elsewhere in this prospectus.

Overview

We provide an advanced distributed electric power generation solution, based on our proprietary solid oxide fuel cell technology that provides our customers with a reliable, resilient, sustainable and more cost effective clean alternative to the electric grid. Our solution, the Bloom Energy Server, is an on-site stationary power generation platform, capable of delivering uninterrupted, 24x7 base load power that is fault tolerant, resilient and clean. We currently primarily target commercial and industrial customers. Our most significant deployment milestones to date include:

• Our first commercial deployment: 400 kilowatt deployment for a major internet company in August 2008;

• Our first deployment under a PPA financing: Completion of the first deployment that was financed pursuant to a PPA in October 2010;

• The largest commercial customer deployment of fuel cell technology in the United States: 10 megawatt deployment at a major consumer technology company’s data center completed in December 2012;

• The first large scale deployment of fuel cell technology to provide mission critical, primary power to a data center, without traditional backup power from diesel generators, batteries and UPS systems: 9.8 megawatt deployment in Utah in two phases completed in September 2013 and March 2015;

• The largest utility scale deployment of fuel cell technology in the United States: 30 megawatt deployment in Delaware for Delmarva completed in November 2013;

• The first international deployments: First site deployed in Japan to provide uninterruptible power completed in June 2013; first site deployed in India in the second quarter of 2016; and

• Major cumulative deployment milestones: Cumulative deployment of 50 megawatts by September 2012, cumulative deployment of 100 megawatts by September 2013 and 200 megawatts by June 2016.

We market and sell our Energy Servers primarily through our direct sales organization in the United States. Recognizing that deploying our solutions requires a material financial commitment from our customers, we typically seek to engage customers that have the financial capability to either purchase our Energy Servers directly or arrange creditworthy counterparties to financing agreements. Our typical target customer has been either an investment-grade entity or a customer with investment-grade attributes such as size, assets and revenue, liquidity, geographically diverse operations and general financial stability. Given that our customers are typically large institutions with multi-level decision making processes, we generally experience a lengthy sales process.

We serve a diverse set of customers across a wide range of industry verticals, including big box retail and grocery stores, high-tech campuses, telecommunication towers and large-scale data centers. Our Energy Servers are deployed at customer sites across 10 states in the United States, as well as in India and Japan. Our customer

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base included 24 of the Fortune 100 companies as of June 30, 2017. We believe that we are currently capturing only a small percentage of our largest customers’ total energy spend, which gives us an opportunity for growth within those customers, particularly as the price of grid power increases in the areas where our existing customers have additional sites. Since the timing of revenue we recognize depends, in part, on the option chosen by the customer to finance the purchase of the Energy Server, customers that may have accounted for a significant amount of product revenue in one period may not necessarily account for similar amounts of product revenue in future periods.

In 2015, total revenue from Delmarva and eBay, Inc. represented 17% and 14% of our total revenue, respectively. In 2016, total revenue from Delmarva and Intel Corporation represented 21% and 12% of our total revenue, respectively. In the six months ended June 30, 2016, total revenue from Intel and Delmarva Power & Light Company (Delmarva), represented 25% and 20% of our total revenue, respectively. In the six months ended June 30, 2017, total revenue from The Southern Company and Delmarva represented 31% and 16% of our total revenue, respectively. The Southern Company has deployed our products primarily to Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. (Kaiser).To date, substantially all of our revenue has been derived from customers based in the United States. However, we have started to increase our sales efforts outside of the United States, with initial customer installations in India and Japan.

Although the size of each system deployment can vary substantially and usually exceeds 250 kilowatts, we measure and track our system deployments and customer acceptances in 100 kilowatt equivalents. As of June 30, 2017, we had deployed 2,629 of such systems, which is equivalent to 263 total megawatts.

We manufacture our Energy Servers at our facilities in California and Delaware. Due to the intensive manufacturing process necessary to build our systems, a significant portion of our manufacturing costs is fixed. We obtain our materials and components through a variety of third parties. Components and materials, direct labor and overhead, such as facility and equipment expenses, comprise the substantial majority of the costs of our Energy Servers. As we have commercialized and introduced successive generations of our Energy Servers, we have been focused on reducing their production costs. Our product costs per system manufactured have generally declined since delivering our first commercial product. These cost declines are the result of continuous improvements and increased automation in our manufacturing processes as well as our ability to reduce the costs of our materials and components, allowing us to gain greater economies of scale with our growth.

We believe we have made significant improvements in our efficiency and the quality of our products. Our success depends in part on our ability to increase our products’ useful lives, which would significantly reduce our cost of services to maintain the Energy Servers over time.

Purchase Options

Our customers may choose to purchase our Energy Servers outright or may choose to lease them through one of our financing partners as a traditional lease or a sale-leaseback sublease arrangement, which we refer to as managed services. Our customers may also purchase electricity through Bloom Electrons, our PPA financing program. Depending on the financing arrangement, either our customers or the financing provider may utilize investment tax credits and other government incentives. The timing of the product-related cash flows to Bloom is generally consistent across all the above financing options, whether direct purchase arrangements, leases or managed services.

We provide warranties and performance guarantees regarding the Energy Servers’ efficiency and output under all of our financing arrangements. Under direct purchase and traditional lease options, the warranty and guarantee is included in the price of the Energy Server for the first year. The warranty and guarantee may be renewed annually at the customer’s option as an operations and maintenance services agreement at predetermined prices for a period of up to 20 years. Historically, our customers have almost always exercised their option to renew under these operations and maintenance services agreements. Under the managed services

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program, the operations and maintenance performance guarantees are included in the price of the Energy Server for a fixed period of 10 years, which may be extended at the option of the parties for up to an additional 10 years with all payments made annually.

Our capacity to offer our Energy Servers through any of the financing arrangements above depends in large part on the ability of the parties involved in providing payment for the Energy Servers to monetize either the related investment tax credits, accelerated tax depreciation and other incentives, and/or the future power purchase obligations of the end customer. Interest rate fluctuations would also impact the attractiveness of any lease financing offerings for our customers. Additionally, the managed services option is limited by the creditworthiness of the customer and, as with all leases, the customer’s willingness to commit to making fixed payments regardless of the output of the system.The portion of acceptances in 2016 attributable to each payment option was as follows: direct purchase 10%, traditional lease 6%, managed services 31%, and Bloom Electrons 53%. The portion of acceptances in 2015 attributable to each payment option was as follows: direct purchase 34%, traditional lease 8%, managed services 7%, and Bloom Electrons 51%. In 2016, we observed a shift in our customers’ purchase option preferences to our Bloom Electrons and managed services options. As of December 31, 2016, the substantial majority of our backlog was related to direct purchase and managed services purchase options.

Purchase and Lease Programs

Initially, we only offered our Energy Servers on a purchase basis, in which the customer purchases the product directly from us. Payment for the purchase of our product is generally broken down into multiple installments, which may include payments upon signing of the purchase agreement, within 180 days prior to shipment, upon shipment of the Energy Server, and upon acceptance of the Energy Server. Acceptance typically occurs when the Energy Server is installed and running at full power as defined in each contract. A one-year service warranty is provided with the initial sale. After the expiration of the initial one-year warranty, customers have the option to enter into annual operations and maintenance services agreements with us at a price determined at the time of purchase of the Energy Server, which may be renewed each year for up to 20 years. Pursuant to the service warranty, we warrant minimum efficiency and production levels. In the event that the Energy Servers fail to satisfy these warranty levels, we may be obligated to repurchase the applicable Energy Servers if we are unable to repair or replace during the applicable cure period. Across all service agreements, including purchase and lease programs, as of June 30, 2017, we have incurred no repurchase obligations pursuant to such warranties. In addition, in some cases, we guarantee minimum production and efficiency levels greater than the warranty levels and pay certain capped performance guarantee amounts if those levels are not achieved. We have made aggregate payments of $34.2 million and $0.5 million pursuant to the production and efficiency guarantees as of June 30, 2017, respectively.

Over time we have also developed various lease programs with our financing partners to provide alternative financing options. These programs take the form of either (1) a traditional lease agreed directly with the financing partner or (2) managed services.

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Traditional Lease

Under the traditional lease arrangement, the customer enters into a lease directly with a financing partner, which pays us for the Energy Servers pursuant to a sales agreement (a Bank Agreement, described below). We recognize product and installation revenue upon acceptance. After the initial one-year warranty period, our customers have almost always exercised the option to enter into operations and maintenance services agreements with us, under which we receive annual service payments from the customer. The price for the annual operations and maintenance services is set at the time we enter into the lease. The duration of our traditional leases ranges from 10 to 15 years.

Under a Bank Agreement, we are generally paid the full price of the Energy Servers as if sold as a purchase by the customer based on four milestones (on occasion negotiated with the customer, but in all cases equal to no less than 60% of the purchase price billed at the shipment milestone, described below). The four payment milestones are typically as follows: (i) 15% upon execution of the bank’s entry into the lease with a customer, (ii) 25% on the day that is 180 days prior to delivery of the Energy Servers, (iii) 40% upon shipment of the Energy Servers, and (iv) 20% upon acceptance of the Energy Servers. The bank receives title to the Energy Servers upon installation at the customer site and the customer has risk of loss while the Energy Server is in operation on the customer’s site.

The Bank Agreement provides for the installation of the Energy Servers and includes a one-year warranty, which includes the performance guarantees described below, with the warranty offered on an annually renewing basis at the discretion of the customer. The customer must provide gas for the Energy Servers to operate.

Warranty Commitments. We typically provide (i) an “Output Warranty” to operate at or above a specified baseload output of the Energy Servers on a site, and (ii) an “Efficiency Warranty” to operate at or above a specified level of fuel efficiency. Both are measured on a monthly basis. Upon the applicable financing partner or its customer making a warranty claim for a failure of any of our warranty commitments, we are then obligated to repair or replace the Energy Server, or if a repair or replacement is not feasible, to pay the customer an amount approximately equal to the net book value of the Energy Server, after which the Bank Agreement would be terminated. As of June 30, 2017, we have incurred no obligations to make payments pursuant to these warranty commitments.

Performance Guarantees. Our performance guarantees generally consist of an “Output Guarantee,” where we are obligated to make payments at a contractually set amount per kWh rate for the failure of the Energy Servers to generate a minimum amount of electricity during the measurement period, and an “Efficiency Performance Guarantee,” where we are obligated to make payments to the financing partner’s customer to cover

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such customer’s cost of procuring excess fuel if the Energy Servers fail to operate at or above a specified level of efficiency during the term of the lease based on the projected gas model set forth in the customer’s lease agreement. Our aggregate liability for these guarantee payments is capped at a portion of the purchase price for the Energy Servers.

Remarketing at Termination of Lease. At the end of any customer lease in the event the customer does not renew or purchase the Energy Servers, we may remarket any such Energy Servers to a third party, and any proceeds of such sale would be allocated between us and the applicable financing partner as agreed between them at the time of such sale.

Managed Services

Under our managed services program, we initially enter into a master lease with the financing partner, which holds title to the Energy Server. Once a customer is identified, we enter into an additional operating lease with the financing partner and a service agreement with the customer. The duration of our managed services leases is currently 10 years. We begin to recognize revenue from the sale of the equipment to the financing partner once the Energy Server has been accepted by the customer. Under the master lease, we then make operating lease payments to the financing partner. Under the service agreement with the customer, there are two payment components: a monthly equipment fee calculated based on the size of the installation, which covers the amount of our lease payment, and a service payment based on the monthly output of electric power produced by the Energy Server.

Our warranty commitments under the managed services option are substantially similar to those applicable to the traditional lease program described above.

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Bloom Electrons Financing Program

In 2010, we began offering our Energy Servers through Bloom Electrons, our PPA financing program. This program is financed via special purpose investment entities (PPA entities), which typically are majority-owned by third-party investors and by us as a minority investor. The investors contribute cash to the PPA entity in exchange for equity interests, providing funding for the PPA entities to purchase the Energy Servers from us. As we identify end customers, the PPA entity enters into an agreement with the end customer pursuant to which the customer agrees to purchase the electric power generated by the Energy Server at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. Each PPA entity currently serves between one and nine customers. As with our purchase and leasing arrangements, the first year warranty and guarantees are included in the price of the product to the PPA entity. The PPA entity typically enters into an operations and maintenance services agreement with us following the first year of service to extend the warranty services and performance guarantees. This service agreement is renewed and paid for on an annual basis by the PPA entity.

The mix of orders between our Bloom Electrons financing program and other purchase options is generally driven by customer preference. While we cannot predict with certainty in any given period how customers will choose to finance their purchase, we have observed that, more recently, customers tend to choose a financing option that more closely mirrors the customers’ monthly payment stream for electricity. Power purchase agreements, including our Bloom Electrons financing program, provide for payment streams as monthly payments similar to those for grid electricity payments.

Product revenue associated with the sale of the Energy Servers under the PPAs that qualify as sales-type leases is recognized at the present value of the minimum lease payments, which approximate fair value, assuming all other conditions for revenue recognition noted above have also been met. Customer purchases financed by PPA entities since 2014 have been accounted for as operating leases and the related revenue under those agreements have been recognized as electricity revenue as the electricity is produced and paid for by the customer. Under each PPA arrangement, while the end customer pays the PPA entity over the life of the contract for the electricity consumed, the timing of cash receipts to us is similar to that of an end-user directly purchasing an Energy Server from us.

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Under our PPA financing arrangements, we and our PPA tax equity investors contribute funds into a limited liability company, which is treated as a partnership for U.S. federal income tax purposes, and which owns the operating entity that acquires Energy Servers. This operating entity then contracts with us to operate and service the Energy Servers. The operating entity sells the electricity produced to the end customers under power purchase agreements, or PPAs. Any debt incurred by the PPA entities is non-recourse to us. Cash generated by the electricity sales, as well as from any applicable government incentive programs, is used to pay operating expenses of the operating entity (including the operations and maintenance services we provide) and to service the non-recourse debt, with the remaining cash flows distributed to the PPA investors based on the cash distribution allocations agreed between us and the tax equity investors. For further information, see Note 13, Power Purchase Agreement Programs, to our consolidated financial statements included in this prospectus. The PPA tax equity investors receive substantially all of the value attributable to the long-term recurring customer lease payments, investment tax credits, accelerated tax depreciation and, in some cases, other incentives until the PPA tax equity investors receive their contractual rate of return. In some cases, after the PPA tax equity investors receive their contractual rate of return, we expect to receive substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives. As of June 30, 2017, none of our customers under our PPAs have defaulted on their payment obligations.

We currently operate five distinct PPA entities. Three of these PPA entities (PPA II, PPA IIIa and PPA IIIb) are flip structures and the remaining two (PPA IV and PPA V) are strategic long-term partnerships with the tax equity investor that do not flip during the term of the PPA arrangements. Of the three PPA entity flip structures, PPA II is based on the tax equity investor reaching an agreed upon internal rate of return (IRR) and PPA IIIa and PPA IIIb are based on the flip occurring at a fixed date in the future.

Since we elected to decommission PPA I and purchased the tax equity investor’s interest for $25.0 million in convertible debt, we will receive 100% of any remaining cash flows from PPA I. Prior to the decommissioning, we received cash flows from PPA I totaling $393.6 million related to the purchase of Energy Servers, distributions of incentive receipts, annual maintenance payments and monthly administrative services payments. Since the decommissioning through June 30, 2017, we have received $10.7 million from PPA I related to customer electricity billings. With respect to PPA II, we estimate that the tax equity investor will need to receive additional cash distributions of approximately $106.8 million to reach its target IRR at which point we will receive substantially all of the remaining value attributable to the long-term customer payments and other incentives. To achieve these cash distributions and the contractual internal rate of return to trigger the ownership flip, PPA II will need to generate additional aggregate revenue of approximately $425.6 million. Our PPA II contracts do not specify the date on which the flip is projected to occur; rather, the PPA II contracts set forth the conditions that will trigger the flip and define the parties’ respective rights and obligations before and after the occurrence of the flip. Based on the current contractual terms, we estimate that PPA II will flip on approximately June 30, 2028, assuming prior termination does not occur.

For PPA IIIa and PPA IIIb, the tax equity investors receive preferred distributions of 2% of their total cash investment through the flip date, a fixed date in the future, and are not dependent on additional earned amounts. In PPA IIIa and IIIb, the flip dates are January 1, 2020 and January 1, 2021, respectively, and the remaining preferred distributions to be paid through the flip dates are $2.2 million and $1.6 million, respectively. We will receive substantially all of the remaining income (loss), tax and tax allocations attributable to the long-term customer payments and other incentives after each flip date.

After the occurrence of the flip date for PPA II, PPA IIIa and PPA IIIb, we do not anticipate subsequent distributions to us from the PPA entities to be material enough to support our ongoing cash needs, and therefore we will still need to generate significant cash from product sales.

The Energy Servers purchased by the PPA entities are recorded as property, plant and equipment and included within our consolidated balance sheets. We then reduce these assets by the amounts received by the investors from U.S. Treasury grants and the associated incentive rebates. In turn, we recognize the incentive

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rebates and subsequent customer payments as electricity revenue over the customer lease term and amortize U.S. Treasury grants as a reduction to depreciation of the associated Energy Servers over the term of the PPA. Since our inception, government incentives have accounted for approximately 13% of the expected total cash flows for all PPA entities. As of June 30, 2017, our PPA entities had received a total of $277.2 million in government grants and rebates.

We have determined that we are the primary beneficiary in these investment entities. Accordingly, we consolidate 100% of the assets, liabilities and operating results of these entities, including the Energy Servers and lease income, in our consolidated financial statements. We recognize the investors’ share of the net assets of the investment entities as noncontrolling interests in subsidiaries in our consolidated balance sheet. We recognize the amounts that are contractually payable to these investors in each period as distributions to noncontrolling interests in our consolidated statements of convertible redeemable preferred stock and equity. Our consolidated statements of cash flows reflect cash received from these investors as proceeds from investments by noncontrolling interests in subsidiaries. Our consolidated statements of cash flows also reflect cash paid to these investors as distributions paid to noncontrolling interests in subsidiaries. We reflect any unpaid distributions to these investors as distributions payable to noncontrolling interests in subsidiaries on our consolidated balance sheets.

All five PPA entities have utilized their entire available financing capacity and completed their purchases of Energy Servers as of June 30, 2017.

Through our Bloom Electrons financing program, a total of approximately $1.1 billion in financing has been funded through June 30, 2017, including approximately $609.2 million in equity investments and an additional $448.7 million in non-recourse debt to support an aggregate deployment of approximately 106.8 megawatts of Energy Servers as of June 30, 2017. Investors in our PPA entities include banks and other large companies such as Credit Suisse, Exelon Generation Company, Intel Corporation and U.S. Bancorp. In the future, in addition to or in lieu of arranging customer financing through PPA entities, we may use debt, equity or other financing strategies to fund our operations.

We view our obligations under Bloom Electrons in four categories: first, our obligations to the relevant PPA entity formed to own the Energy Servers and sell electricity generated by such Energy Servers to the end-customers; second, the Project Company’s obligations to the lenders of such Project Company, if any; third, our obligations to the PPA tax equity investors in the applicable project; and fourth, to the end-customers. We discuss these obligations in further detail below.

Obligations to PPA Entities

In each PPA project, we and the applicable PPA entity enter into two primary contracts: first, a contract for the purchase, sale, installation, operation and maintenance of the Energy Servers to be employed in such PPA project (the O&M Agreement), and second, a contract whereby we are engaged to perform administrative functions for the PPA project during the term of the PPA project (the Administrative Services Agreement, or ASA). The O&M Agreement and the ASA each have a term coincident with the term of the applicable PPA project.

Our obligations to the PPA entity pursuant to the O&M Agreement include: (i) designing, manufacturing, and installing the Energy Servers, and selling such Energy Servers to the PPA entity, (ii) obtaining all necessary permits and other governmental approvals necessary for the installation and operation of the Energy Servers, and maintaining such permits and approvals throughout the term of the O&M Agreement, (iii) operating and maintaining the Energy Servers in compliance with all applicable laws, permits and regulations, (iv) satisfying the efficiency and output warranties set forth in such O&M Agreement (Performance Warranties), and (v) complying with any specific requirements contained in the offtake agreements with individual end-customers. The O&M Agreement obligates us to repurchase the Energy Servers in the event the Energy Servers fail to

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comply with the Performance Warranties and we fail to remedy such failure after a cure period, or in the event that an offtake agreement terminates as a result of any failure by us to comply with the requirements contained therein. In some cases, we have also agreed to pay liquidated damages to the PPA entity in the event of delays in the manufacture and installation of Energy Servers. Both the upfront purchase price for the Energy Servers and the ongoing fees for our operations and maintenance are paid on a fixed dollar per kilowatt ($/kW) basis.

The O&M Agreements for each PPA entity generally provide for the following Performance Warranties and indemnity obligations:

Efficiency Warranty. We warrant to the applicable PPA entity that the Energy Servers sold to such entity will operate at an average efficiency level specified in the O&M Agreement, calculated from the commercial operations date of each Energy Server through the end of each calendar month. We are obligated to repair and replace Energy Servers that are unable to satisfy the Efficiency Warranty, or if a repair or replacement is not feasible, to repurchase such Energy Servers at the original purchase price, subject to adjustment for depreciation. In the case of PPA II, if the aggregate average efficiency falls below the specified threshold, we are obligated to make a payment to the PPA entity equal to the increased expense resulting from such efficiency shortfall, subject to a cap on aggregate payments equivalent to the purchase price of all Energy Servers in the PPA II portfolio. During the period from September 2010 to June 30, 2017, no Energy Servers have been repurchased and no payments have been made pursuant to an Efficiency Warranty.

One-Month Power Performance Warranty. In the case of PPA II, we also warrant that the PPA II portfolio of Energy Servers will generate a minimum amount of electricity in each calendar month, and we are obligated to repair or replace Energy Servers that fail to satisfy this warranty. If we determine that a repair or replacement is not feasible, we are obligated to repurchase such Energy Servers at the original purchase price. During the period from September 2010 to June 30, 2017, no Energy Servers have been repurchased and no payments have been made pursuant to a One-Month Power Performance Warranty.

Quarterly Power Performance Warranty. In the cases of PPA IIIa, PPA IIIb, PPA IV and PPA V, we also warrant to the applicable PPA entity that the applicable PPA portfolio of Energy Servers will generate a minimum amount of electricity in each calendar quarter, and we are obligated to repair or replace Energy Servers that fail to satisfy this warranty. If we determine that a repair or replacement is not feasible, we are obligated to repurchase such Energy Servers at the original purchase price, subject to adjustment for depreciation. In addition, we are obligated to make a payment to the applicable PPA entity to make the PPA entity whole for lost revenues resulting from the shortfall below the warranted level, and such liability is limited to the fair market value of the Energy Servers. If we fail to make any such warranty payments if and when due, then the applicable PPA entity may elect to require us to repurchase Energy Servers that fail such warranty at the original purchase price, subject to adjustment for depreciation. During the period from September 2010 to June 30, 2017, no Energy Servers have been repurchased pursuant to a Quarterly Power Performance Warranty, and we have made payments in the aggregate amount of $0.2 million pursuant to Quarterly Power Performance Warranties.

One-Year Power Performance Warranty. We also warrant to the applicable PPA entity that the applicable PPA portfolio of Energy Servers will generate a minimum amount of electricity in each calendar year. In the event that such portfolio fails to satisfy this warranty, we are obligated to make a payment to the applicable PPA entity to make the PPA entity whole for lost revenues resulting from the shortfall below the warranted level, subject to a liability cap equal to a portion of the purchase price of the applicable portfolio. During the period from September 2010 to June 30, 2017, we have made payments in the aggregate amount of $22.6 million pursuant to One-Year Power Performance Warranties. These payments were primarily as a result of performance issues in our early generation systems deployed in our first three PPA entities (PPA I, PPA II & PPA IIIa). Of the aggregate amount of $22.6 million paid, $3.7 million was paid in the first half of 2017, $4.8 million was paid in 2016, $4.5 million was paid in 2015 and $9.6 million was paid prior to 2015.

Indemnification of Performance Warranty Expenses under Offtake Agreements. In the cases of PPA IIIa, PPA IIIb, PPA IV and PPA V, we also have agreed to indemnify the applicable PPA entity for any

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expenses it incurs to any of its customers resulting from failures of the applicable PPA portfolio of Energy Servers to satisfy any of these efficiency or performance warranties. In addition, in the event that an offtake agreement is terminated by a customer as to any Energy Servers as a result of a default by us under the O&M Agreement, we are obligated to repurchase such Energy Server from the applicable PPA entity for a repurchase price equal to the original purchase price, subject to adjustment for depreciation. During the period from September 2010 to June 30, 2017, we have incurred no obligations for payments pursuant to these provisions under any of our PPA arrangements.

Our obligations pursuant to the ASA include performing a variety of administrative and management services necessary to conduct the business of the PPA project. These duties include: (i) invoicing and collecting amounts due from the end-customers, (ii) engaging, supervising and monitoring any third-party service providers required for the operation of the project, (iii) paying, on behalf of the PPA entity and with the PPA entity’s available funds, any amounts owed, including debt service payments on the debt incurred by the PPA entity (Project Debt), if applicable, (iv) maintaining books and records and preparing financial statements, (v) representing the PPA entity in any administrative or other public proceedings, (vi) preparing annual budgets and other reports and deliverables owed by the PPA entity under the Project Debt agreements, if applicable, and (vii) generally performing all other administrative tasks required in relation to the PPA project. We receive an annual administration fee for its services, calculated on a fixed dollar per kilowatt ($/kW) basis.

Obligations to Lenders

Each of the PPA projects (other than the PPA I project) has incurred debt in order to finance the acquisition of Energy Servers. The lenders for these projects are a combination of banks and/or institutional investors.

In each case, the Project Debt incurred by the applicable PPA entity is secured by all of the assets comprising the project (primarily comprised of the Energy Servers owned by the PPA entity and a collateral assignment of each of the contracts to which such PPA entity is a party, including the O&M Agreement entered into with us and the offtake agreements entered into with PPA entity’s customers), and is senior to all other debt obligations of the PPA entity. As further collateral, the lenders receive a security interest in 100% of the membership interest of the PPA entity. However, as is typical in structured finance transactions of this nature, although the Project Debt is secured by all of the PPA entity’s assets, the lenders have no recourse to us or to any of the other tax equity investors in the project.

The applicable PPA entity is obligated to make quarterly principal and interest payments according to an amortization schedule agreed between us, the tax equity investors and the lenders. The debt is either a “term loan”, where the final maturity date coincides with the expiration of the offtake agreements included in the project, or a “mini-perm loan,” where the final maturity date occurs at some point prior to such expiration; in the case of these “mini-perm loans”, we expect to be able to refinance these loans on or prior to their maturity date by procuring debt from other sources and using the proceeds of such new debt to repay the existing loans.

The Project Debt documentation also includes provisions that implement a customary “payment waterfall” that dictates the priority in which the PPA entity will use its available funds to satisfy its payment obligations to us, the lenders, the tax equity investors and other third parties. These provisions generally provide that all revenues from the sale of electricity under the applicable offtake agreements and any other cash proceeds received by the PPA entity are deposited into a “revenue account”, and those funds are then distributed in the following order: first, to pay for ongoing project expenses, including amounts due to us under the O&M Agreement and the ASA, taxes, insurance premiums, and any legal, accounting and other third party service provider costs; second, to pay any fees due to collateral agents and depositary agents, if any; third, to pay interest then due on the loans; fourth, to pay principal then due on the loans; fifth, to fund any reserve accounts to the extent not fully funded; and finally, any remaining cash (Distributable Cash) may be distributed to us and the tax equity investors in the project, subject to the satisfaction of any conditions to distributions agreed with the applicable lenders, such as a minimum debt service coverage ratios, absence of defaults, and similar

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requirements. Additional information regarding the Project Debt for each individual PPA Project is set forth in the Liquidity and Capital Resources section below. In addition, the “Distribution Conditions” are negotiated individually for each PPA Project, but in each case include (i) absence of defaults, and (ii) satisfaction of minimum debt service coverage ratios. In the event that there is Distributable Cash remaining after the payment of all higher-priority payment obligations but the applicable Distribution Conditions are not satisfied, the applicable funds are deposited into a “Distribution Suspense Account” and remain in such account until the Distribution Conditions are subsequently satisfied. In the event that any funds have been on deposit in the Distribution Suspense Account for four (4) consecutive calendar quarters, the applicable Project Company is obligated to use such “Trapped Cash” to prepay the Project Debt.

In connection with the PPA IIIb, PPA IV and PPA V projects, we procured a Fuel Cell Energy Production Insurance Policy on behalf of the applicable PPA entity and the lenders (Production Insurance). The Production Insurance policies are intended to mitigate the risk of our failure or inability to operate and maintain the applicable portfolio of Energy Servers in accordance with the requirements of the O&M Agreement, and provides for debt service payment on the Project Debt in the event that the PPA entity’s revenues are insufficient to make such payments due to a shortfall in the electricity generated by the Energy Servers. To date, no claims have been made under any of the Production Insurance policies.

For additional information regarding Project Debt, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation—Liquidity and Capital Resources—Credit Facilities—PPA Entities’ Indebtedness”.

Obligations to Investors

Each of our PPA projects has involved an investment by one or more tax equity investors, who contribute funds to the applicable PPA entity in exchange for equity interests entitling such investors to distributions of the cash and any tax credits and other tax benefits generated by the project. In each of the PPA projects, we (via a wholly-owned subsidiary) and one or more additional tax equity investors form a jointly-owned special purpose entity (each, a Holding Company), which entity in turn owns 100% of the membership interests of the applicable PPA entity. Our obligations to the other equity investors are set forth in the Holding Company limited liability company operating agreement (the Operating Agreement). We act as the managing member of each Holding Company, managing its day-to-day affairs subject to consent rights of the tax equity investors with respect to decisions agreed between us and such investors in the Operating Agreement.

As members of a Holding Company, we and the applicable tax equity investors are entitled to (i) allocations of items of income, loss, gain, deduction and credit (Tax Items) including, where applicable, the 30% investment tax credit under Section 48 of the Internal Revenue Code, and (ii) distributions of any cash held by such Holding Company in excess of amounts necessary for the ongoing operation of such Holding Company, including any Distributable Cash received from the applicable PPA entity. The members’ respective allocations of Tax Items and cash distributions are negotiated on a project-by-project basis between us and the tax equity investors in each PPA project. Distributions are made to investors (including us) on a quarterly basis in connection with PPA II, PPA IV and PPA V, and on a semi-annual basis in PPA IIIa and PPA IIIb.

In the event of a bankruptcy of a PPA entity, the assets of such PPA would be liquidated, likely at the direction of the bankruptcy trustee, if one was appointed, or according to the direction of the applicable lenders to such PPA entity. In the event of a bankruptcy or liquidation, assets would first be liquidated to repay the applicable project’s debt. If any cash remained following the repayment of debt, such cash would be distributed among us and the other equity investor(s) in the project in accordance with the applicable LLC agreement for the joint investment entity. As a general matter, cash is first applied to the payment of owed but unpaid preferred distributions to the equity investor(s) other than us, if any, with any remaining assets split between us and such equity investor(s) in accordance with the sharing percentages of distributions as set forth in the applicable LLC agreement.

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The PPA projects do not permit for voluntary early termination of the arrangements by us or the applicable tax equity investors. The tax equity investors in the projects may not withdraw from the applicable PPA entity, except in connection with a permitted transfer or sale of such member’s assets in compliance with any restrictions on transfer set forth in the limited liability company agreement applicable to such project.

The following sets forth a project-by-project summary of obligations that are unique to individual projects:

PPA II. Diamond State Generation Partners, LLC (PPA Company II) is a wholly-owned subsidiary of Diamond State Generation Holdings, LLC (PPA II HoldCo), which is jointly-owned by us and a tax equity investor. As of June 30, 2017, we owned 100% of the Class A Membership Interests of PPA II HoldCo, and the tax equity investor owned 100% of the Class B Membership Interests of PPA II HoldCo. We (through our wholly-owned subsidiary Clean Technologies II, LLC), act as the managing member of PPA II HoldCo.

The economic benefits of the PPA II project are allocated between us and the tax equity investor as follows:

• Other than Tax Items relating to the proceeds of any cash grant under Section 1603 of the American Recovery and Reinvestment Tax Act of 2009 (Cash Grant), Tax Items are allocated (i) 99% to the tax equity investor and 1% to us until the last date of the calendar month in which the tax equity investor has achieved an internal rate of return equal to the “Target IRR” specified in the PPA II HoldCo operating agreement (Flip Date), and (ii) following the Flip Date, 5% to the tax equity investor and 95% to us.

• All Tax Items relating to the Cash Grant are allocated 99% to the tax equity investor and 1% to us.

• All cash proceeds of the Cash Grant are distributed 99% to the tax equity investor and 1% to us.

• All other cash available for distribution is distributed (i) 99% to the tax equity investor and 1% to us until the Flip Date, and (ii) following the Flip Date, 5% to the tax equity investor and 95% to us.

We have agreed to indemnify the tax equity investor in PPA II HoldCo from any liability related to recapture of the Cash Grant, except to the extent such recapture results from (i) a breach of applicable representations and covenants of the tax equity investor, or (ii) a prohibited transfer of the tax equity investor’s membership interests in PPA II HoldCo. In addition, in the event that PPA Company II claims that a ‘forced outage event’ has occurred under the PPA II tariff, PPA Company II is obligated to purchase and deliver replacement RECs in an amount equal to the number of megawatt hours for which it receives compensation under the ‘forced outage’ provisions of the tariff, but only if such replacement RECs are available in sufficient quantities and can be purchased for less than $45 per REC. A “Forced Outage Event” is defined under the PPA II tariff agreement as the inability of PPA II to obtain a replacement component part or a service necessary for the operation of the Energy Servers at their nameplate capacity. The PPA II tariff agreement provides for payments to PPA Company II in the event of a Forced Outage Event lasting in excess of 90 days. For the first 90 days following the occurrence of a Forced Outage Event, no payments are made under this provision of the tariff. Thereafter, PPA Company II is entitled to payments equal to 70% of the payments that would have been made under the tariff but for the occurrence of the Forced Outage Event – that is, the “Forced Outage Event” provision of the PPA II tariff agreement provides for payments to PPA Company II under the tariff equal to the amount that would be paid were PPA Company II’s Energy Servers operating at 70% of their nameplate capacity, irrespective of actual output. The PPA II tariff agreement also provides that the “Forced Outage Event” protections afforded thereunder shall automatically terminate in the event that we obtain an investment grade rating. In addition, in the event we obtain an investment grade rating, we are required to offer to repurchase the Notes from each individual noteholder unless we provide a guarantee of the debt obligations of the PPA Company II.

The tax equity investor in PPA II HoldCo has the option, exercisable on March 16, 2022, to sell 100% of its equity interests in the project to us for a sale price equal to the then-applicable fair market value of such equity interests. We guarantee the obligations of Clean Technologies II to make the payment of such purchase price in the event the tax equity investor exercises such option.

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PPA IIIa. 2012 ESA Project Company, LLC (PPA Company IIIa) is a wholly-owned subsidiary of 2012 V PPA Holdco, LLC (PPA IIIa HoldCo), which is jointly-owned by us and a tax equity investor. As of June 30, 2017, we owned 100% of the Class B Membership Interests of PPA IIIa HoldCo, and the tax equity investor owned 100% of the Class A Membership Interests of PPA IIIa HoldCo. We (through our wholly-owned subsidiary Clean Technologies III, LLC), act as the managing member of PPA IIIa HoldCo.

The economic benefits of the PPA IIIa project are allocated between us and the tax equity investor as follows:

• Tax Items (including the ITC) are allocated (i) 99% to the tax equity investor and 1% to us.

• Cash available for distribution is distributed (i) until January 1, 2020, first, to the tax equity investor, a payment equal to 2% of the investor’s investment on an annual basis, and next, all remaining amounts are distributed to us; and (ii) from and after January 1, 2020, first, to the tax equity investor, a payment equal to 2% of the investor’s investment on an annual basis, and next, all remaining amounts are distributed 95.05% to us and 4.95% to the tax equity investor.

We have agreed to indemnify the tax equity investor in PPA IIIa HoldCo from any liability related to recapture of the ITC except to the extent such recapture results from (i) a transfer of the tax equity investor’s membership interest in the project, (ii) a change in the federal income tax classification of the tax equity investor or its owners, (iii) a change in federal income tax law or (iv) adverse findings regarding the tax classification of the project.

The tax equity investor has the option, exercisable for a six month period commencing January 1, 2021, to withdraw from PPA IIIa HoldCo by notice to us. Notwithstanding the allocations of cash available for distribution set forth above, in the event that the tax equity investor exercises this withdrawal option, such investor shall receive 99% of the cash available for distribution until it has received the fair market value of its Class A Membership Interests in PPA IIIa HoldCo at such time, but in any event no more than approximately $2.0 million.

PPA IIIb. 2013B ESA Project Company, LLC (PPA Company IIIb) is a wholly-owned subsidiary of 2013B ESA Holdco, LLC (PPA IIIb HoldCo), which is jointly-owned by us and a tax equity investor. As of June 30, 2017, we owned 100% of the Class B Membership Interests of PPA IIIb HoldCo, and the tax equity investor owned 100% of the Class A Membership Interests of PPA IIIb HoldCo. We (through our wholly-owned subsidiary Clean Technologies 2013B, LLC), act as the managing member of PPA IIIb HoldCo.

The economic benefits of the PPA IIIb project are allocated between us and the tax equity investor as follows:

• Tax Items (including the ITC) are allocated 99% to the tax equity investor and 1% to us.

• Cash available for distribution is distributed (i) until January 1, 2021, first, to the tax equity investor, a payment equal to 2% of the investor’s investment on an annual basis, and next, all remaining amounts are distributed to us; and (ii) from and after January 1, 2021, first, to the tax equity investor, a payment equal to 2% of the investor’s investment on an annual basis, and next, all remaining amounts are distributed 95.05% to us and 4.95% to the investor.

We have agreed to indemnify the tax equity investor in PPA IIIa HoldCo from any liability related to recapture of the ITC except to the extent such recapture results from (i) a transfer of the tax equity investor’s membership interest in the project, (ii) a change in the federal income tax classification of the tax equity investor or its owners, (iii) a change in federal income tax law or (iv) adverse findings regarding the tax classification of the project.

The tax equity investor has the option, exercisable for a 6-month period commencing January 1, 2021, to withdraw from PPA IIIa HoldCo by notice to us. Notwithstanding the allocations of cash available for distribution set forth above, in the event that the tax equity investor exercises this withdrawal option, the investor shall receive 99% of the cash available for distribution until it has received the fair market value of

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its Class A Membership Interests in PPA IIIa HoldCo at such time, but in any event no more than approximately $1.2 million.

PPA IV. 2014 ESA Project Company, LLC (PPA Company IV) is a wholly-owned subsidiary of 2014 ESA Holdco, LLC (PPA IV HoldCo), which is jointly-owned by us and a tax equity investor. As of June 30, 2017, we owned 100% of the Class B Membership Interests of PPA IV HoldCo, and the tax equity investor owned 100% of the Class A Membership Interests of PPA IV HoldCo. We (through our wholly-owned subsidiary Clean Technologies 2014, LLC), act as the managing member of PPA IV HoldCo.

The economic benefits of the PPA IV project are allocated between us and the tax equity investor as follows:

• Tax Items (including the ITC) are allocated 90% to the tax equity investor and 10% to us.

• Cash available for distribution is distributed 90% to the tax equity investor and 10% to us.

We have agreed to indemnify the tax equity investor in PPA IV HoldCo from any liability related to recapture of the ITC that results from a breach of our representations, warranties and covenants to the tax equity investor set forth in the transaction documents associated with the PPA IV project.

PPA V. 2015 ESA Project Company, LLC (PPA Company V) is a wholly-owned subsidiary of 2015 ESA HoldCo, LLC (PPA V HoldCo). PPA V HoldCo is jointly-owned by us and 2015 ESA Investco, LLC (PPA V InvestCo), which is itself a jointly-owned subsidiary of two tax equity investors. As of June 30, 2017, we owned 100% of the Class B Membership Interests of PPA V HoldCo, and PPA V InvestCo owned 100% of the Class A Membership Interests of PPA V HoldCo. We (through our wholly-owned subsidiary Clean Technologies 2015, LLC), act as the managing member of PPA V HoldCo.

The economic benefits of the PPA V project are allocated between us and PPA V InvestCo as follows:

• Tax Items (including the ITC) are allocated 90% to PPA V InvestCo and 10% to us.

• Cash available for distribution is distributed 90% to PPA V InvestCo and 10% to us.

We have agreed to indemnify the tax equity investor in PPA V HoldCo from any liability related to recapture of the ITC that results from a breach of our representations, warranties and covenants to the tax equity investor set forth in the transaction documents associated with the PPA V project.

We have also agreed to make certain payments to our tax equity investors in the event that the average time period between receipt of the deposit payment for an Energy Server and the date on which such Energy Server achieves commercial operations exceeds specified periods. During 2016, we recorded $4.0 million within general and administrative expenses in the consolidated statements of operations for estimated delay penalties to our tax equity investors. In the first half of 2017, we revised our estimate and recorded a reduction of $0.8 million within general and administrative expenses in the consolidated statements of operations and issued a net payment of $3.2 million for penalties to our tax equity investors.

In addition, we have agreed to make certain partner related sales lead generation payments required to be made by us to the tax equity investor upon acceptance of Energy Servers sold through PPA Company V. See the section titled “—Components of Results of Operations—Partner Related Sales Lead Generation Liabilities” for additional information.

Obligations to End-Customers

Our obligations to the end-customers in the Bloom Electrons projects are set forth in the offtake agreement between the PPA entity and the end-customer. The offtake agreements share the following provisions:

Term; Early Termination: The offtake agreements provide for an initial term of 15 years, except that (i) the offtake agreements included in PPA I provide for an initial term of 10 years, and (ii) the offtake agreement for PPA II has a term of 21 years. The offtake agreements may be renewed by the mutual

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agreement of the end-customer and the applicable PPA entity for additional periods at the expiration of the initial term. In the event that the end customer desires to terminate the offtake agreement before the end of the contract term, or in the event that the offtake agreement is terminated by the applicable PPA entity due to customer default as defined in the offtake agreement, the end customer is required to pay a “termination value” payment as liquidated damages. This termination value payment is calculated to be sufficient to allow the PPA entity to repay any debt associated with the affected Energy Servers, make distributions to the equity investor(s) in the PPA project equal to their expected return on investment, pay for the removal of the Energy Servers from the project site, and cover any lost tax benefits incurred as a result of the termination (if any). In some cases, we may agree to reimburse the end-user for some or all of the termination value payments paid if we are able to successfully resell or redeploy the applicable Energy Servers following termination of the offtake agreement.

Energy Server Installation and Operation: The applicable PPA entity is responsible for the installation, operation and maintenance of the Energy Servers. In performing such services, the PPA entity is required to comply with all applicable laws and regulations, with the requirements of any permits obtained for the Energy Servers, with any requirements of the interconnection agreement entered into with the local electric utility regarding such Energy Servers, and with any requirements agreed with the applicable end-customer in the offtake agreement (such as site access procedures, black-out periods regarding routine maintenance, etc.).

Take-Or-Pay Purchase Obligation: The end-customer is required to purchase all of the electricity generated by the Energy Servers for the duration of the offtake agreement. We perform an initial credit evaluation of our customer’s ability to pay under our PPA arrangements. Subsequently, on an at least annual basis, we re-evaluate and confirm the credit worthiness of our customers. Under our existing PPA arrangements, there are four customers that represent more than 10% of the total assets of our PPA entities. The four customers include Delmarva, Home Depot, AT&T and Walmart. In the event that an end- customer is unwilling or unable to accept delivery of such electricity or fails to supply the necessary fuel to the Energy Servers (if applicable), the end-customer is required to make a payment to the PPA entity for the amount of electricity that would have been delivered had the Energy Servers continued to operate.

Fuel Supply Obligation. In PPA I, fuel supply obligations are either the obligation of the PPA entity or the end-customer, on a case-by-case basis. In PPA II, the PPA entity is responsible for providing all required fuel to the Energy Servers and is reimbursed pursuant to the Delmarva Tariff so long as the Energy Servers maintain a specified operational efficiency. In the PPA IIIa, PPA IIIb, PPA IV and PPA V projects, the end- customers are required to provide all necessary fuel for the operation of the Energy Servers.

Ownership of Energy Servers: The applicable PPA entity retains title to the Energy Servers at all times unless the end-customer elects to purchase the Energy Server(s).

Financial Incentives and Environmental Attributes. As the owner of the Energy Servers, the PPA entity retains ownership of any tax benefits associated with the installation and operation of the Energy Servers. Additional financial incentives available in connection with the offtake agreements (such as payments under state incentive programs or renewable portfolio standard programs) and any environmental benefits associated with the Energy Servers (such as carbon emissions reductions credits) are allocated to either the PPA entity or the end-customer on a case-by-case basis. In some circumstances, the PPA entity has also agreed to purchase and deliver to the end-customer renewable energy credits in connection with the offtake agreement.

Efficiency Commitments. Where the end-customer is responsible for delivering fuel to the Energy Servers, the offtake agreement includes Energy Server efficiency commitments. Generally, these consist of (i) an “Efficiency Warranty”, where the PPA entity is obligated to repair or replace Energy Servers that fail to operate at or above a specified level of efficiency during any calendar month, and (ii) an “Efficiency Performance Guaranty”, where the PPA entity is obligated to make payments to the end-customer to cover the cost of procuring excess fuel if the Energy Servers fail to operate at or above a specified level of efficiency on a cumulative basis during the term of the offtake agreement. Where an Efficiency Performance

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Guaranty is provided, the PPA entity’s aggregate liability for payments is capped. In certain circumstances, we may negotiate modifications to the efficiency commitments with the end-customer, including different efficiency thresholds or providing for monetary payments under the Efficiency Warranty in lieu of or in addition to our obligation to repair or replace underperforming Energy Servers.

Output Commitments. Although our standard Bloom Electrons offering does not include a minimum output commitment to the end-user, exceptions may be negotiated on a case-by-case basis if we believe the opportunity justifies such exception. These output commitments are at an output level lesser than or equal to the level warranted by us to the PPA entity under the O&M Agreement, and provide either for a payment to the end-customer for the shortfall in electricity produced or for an end-customer termination right. In addition, where the end-user (as opposed to the PPA entity) is entitled to the benefits of an incentive program that requires a minimum output level, the PPA entity may agree to reimburse the end-customer for any decrease in incentive payments resulting from the Energy Servers’ failure to operate at such minimum output level.

Defaults; Remedies. Defaults under the offtake agreements are typically limited to (i) bankruptcy events, (ii) unexcused failure to perform material obligations, and (iii) breaches of representations and warranties. Additional defaults may be negotiated on a case-by-case basis with end-customers. The parties are generally afforded cure periods of at least 30 days to cure any such defaults. In the event of an uncured default by the PPA entity, the end-customer may terminate the offtake agreement either in whole or in part as to the Energy Server(s) affected by such default, and may seek other remedies afforded at law or in equity. In the event of an uncured default by the end-customer, the PPA entity may terminate the offtake agreement either in whole or in part as to the Energy Server(s) affected by such default, and may seek other remedies afforded at law or in equity; in addition, in the event an offtake agreement is terminated due to an end-customer default, the end-customer is obligated to make a termination value payment to the PPA entity.

For further information about our PPA entities, see Note 13, Power Purchase Agreement Programs, to our consolidated financial statements included in this prospectus.

Factors Affecting Our Future Performance

Delivery and Installation of Our Product

The timing of delivery and installations of our products have a significant impact on the timing of the recognition of product revenue. Many factors can cause a lag between the time that a customer signs a purchase order and our recognition of product revenue. These factors include the number of Energy Servers installed per site, local permitting and utility requirements, environmental, health and safety requirements, weather and customer facility construction schedules. Many of these factors are unpredictable and their resolution is often outside of our or our customers’ control. Customers may also ask us to delay an installation for reasons unrelated to the foregoing, including delays in their obtaining financing. Further, due to unexpected delays, deployments may require unanticipated expenses to expedite delivery of materials or labor to ensure the installation meets the timing objectives. These unexpected delays and expenses can be exacerbated in periods in which we deliver and install a larger number of smaller projects. In addition, if even relatively short delays occur, there may be a significant shortfall between the revenue we expect to generate in a particular period and the revenue that we are able to recognize. For our installations, revenue and cost of revenue can fluctuate significantly on a periodic basis depending on the timing of acceptance and the type of financing used by the customer.

Our product sales backlog was $489.6 million, equivalent to 871 systems, or 87.1 megawatts, as of December 31, 2016, and $826.0 million, equivalent to 879 systems, or 87.9 megawatts, as of December 31, 2015. We define product sales backlog as signed customer product sales orders received prior to the period end, but not yet accepted and less site cancellations. The timing of the deployment of our backlog depends on the factors described above. However, as a general matter, at any point in time, we expect at least 50% of our backlog to be deployed within the next 12 months

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Cost to Service Our Energy Servers

We offer customers of our purchase and lease programs the opportunity to renew their operations and maintenance service agreements on an annual basis, for up to 20 years, at prices predetermined at the time of purchase. Our pricing of these contracts and our reserves for warranty and replacement are based upon our estimates of the life of our Energy Servers and their components, particularly the fuel cell stacks. We also provide performance warranties and guarantees covering the efficiency and output performance of our Energy Servers. We do not have a long history with a large number of field deployments, and our estimates may prove to be incorrect. For example, we are implementing a decommissioning program for our early generation energy servers in the PPA I program, and while we have no current plans to do so, we could undertake to decommission additional Energy Servers in the future. For more information, see “—Components of Results of Operations—Revenue—Product Revenue—PPA I Decommissioning”. Failure to meet these performance warranties and guarantee levels may require us to replace the Energy Servers or refund their cost to the customer, or require us to make cash payments to the customer based on actual performance, as compared to expected performance, capped at a percentage of the relevant equipment purchase prices. We accrue for extended warranty costs that we expect to incur under the maintenance service agreements that our customers renew for a term of typically one year. In addition, we expect that our deployed early generation Energy Servers may continue to perform at a lower output and efficiency level, and as a result the maintenance costs may exceed the contracted prices that we expect to generate in respect of those early generation servers if our customers continue to renew their maintenance service agreements in respect of those servers. We expect the performance of our newer generation Energy Servers to be significantly improved.

Availability of Capital and Investments for Power Purchase Agreements

We rely on access to equity and debt financing to provide attractively-priced financing for our customers. Our future success depends on our and our customers’ ability to raise capital from third parties on competitive terms to help finance the deployment of our systems. It is therefore possible that the amounts investors are willing to invest in the future would not be enough to support customer demand or could decrease from current levels, or we may be required to provide a larger allocation of customer payments to investors in any future PPA structures as a result of changes in the financing markets.

Government Incentives and Regulation

Our cost of capital, the price we can charge for electricity, the cost of our systems and the demand for particular types of energy generation are impacted by a number of federal, state and local government incentives and regulations. These include tax credits, particularly the federal ITC, tax abatements, and state incentive programs. These programs have been challenged from time to time by utilities, governmental authorities and others. For example, the ITC expired on December 31, 2016. Other incentives may also expire or decrease in the future. A reduction in such incentives could make our products less attractive relative to other alternatives and could adversely affect our results of operations, cost of capital and growth prospects.

Although we generally are not regulated as a utility, federal, state and local government statutes and regulations concerning electricity heavily influence the market for our product and services. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation, competition with utilities, and the interconnection of customer-owned electricity generation. In the United States, governments continuously modify these statutes and regulations. Governments, often acting through state utility or public service commissions, change and adopt different rates for commercial customers on a regular basis. These changes can have a positive or negative impact on our ability to deliver cost savings to customers for the purchase of electricity.

Value Proposition in Current and New Markets

Our customers purchase our products to generate electricity. We expect that changes in the prices of our Energy Servers, grid electricity and natural gas, will significantly affect demand for our product. We have sold

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our Energy Servers to customers across 10 states in the United States, as well as in Japan and India. We have focused on these states, and the two international markets we have entered, because the utility-generated energy prices, regulatory policies and/or government incentives in these locations have provided the most compelling markets for distributed fuel cell energy. We believe that these markets remain significantly underpenetrated, and we intend to further penetrate these markets by investing, marketing and expanding our reach within these regions. We also plan to expand into additional states and international markets where we believe we can offer our Energy Servers at attractive prices to customers relative to local grid electricity and where natural gas is readily available at attractive prices. Our ability to be successful in these markets will largely depend on the level of grid prices in such markets. Our contracted electricity rates need to be competitive with the amounts charged by the local utilities at each location. Generally, higher utility rate regions are contracted and installed first, followed by lower utility rate regions if the customer continues to expand use of the Energy Servers. These decreases in electricity rates could impact our revenue per kilowatt, but given our cost reduction efforts we do not believe that this trend will have an impact on our results of operations.

Components of Results of Operations

Revenue

We primarily recognize revenue from the sale and installation of Energy Servers and by providing services under operations and maintenance services contracts.

Our total revenue is comprised of the following:

Product Revenue

All of our product revenue is generated from the sale of our Energy Servers to direct purchase, traditional lease and managed services customers. We generally begin to recognize product revenue from contracts with customers for the sales of our Energy Servers once we achieve acceptance; that is, generally when the system has been installed and running at full power as defined in each contract.

Our product offerings contain multiple elements representing a combination of revenue from Energy Servers, installation and operations and maintenance services. Upon acceptance, we allocate fair value to each of these elements, and we limit the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting any specified performance conditions.

The amount of product revenue we recognize in a given period is materially dependent on the volume and size of installations of our Energy Servers in a given period and on the type of financing used by the customer. As an example, our total revenue was approximately $172.9 million and $208.5 million in 2015 and 2016, respectively. While the number of systems recognized (accepted) increased 96.8% from 349 to 687 systems, our revenue only increased 20.6% due to the higher mix of financing sales vehicles in 2016 that require revenue to be recognized ratably over the life of those contracts, instead of up-front when installed.

PPA I Decommissioning

During 2015, we recorded a reduction in product revenue totaling $41.8 million for the decommissioning of our PPA I Energy Servers.

Our PPA I sales arrangements qualified as sales-type leases, and therefore, product revenue was recognized upfront at acceptance and a customer financing receivable was recorded on the balance sheet. The product revenue related to these arrangements was recognized during the period from 2010 through 2012. To date, we have incurred significant costs to service and maintain these first and second generation Energy Servers deployed in these arrangements which are still in service. Our new generation Energy Servers being deployed have longer

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lives with lower service and maintenance costs than the earlier generation Energy Servers. In an effort to minimize the financial effect of these service costs in future periods from these legacy systems, in December 2015, we agreed to a PPA I fleet decommissioning program with our tax equity investors whereby we would seek to renegotiate our existing PPA arrangements and purchase the tax equity investors’ interests in PPA I. As of June 30, 2017, we have recognized $9.1 million in total revenue related to sales of new Energy Servers to replace Energy Servers sold through PPA I where the PPA I Energy Server had been decommissioned.

In January 2016, we issued an additional $25.0 million of our 6% Notes for the purchase of such tax equity investors’ interests. Since the decommissioning impacts existing customers, we have and will continue to convert these existing customers from a PPA I sales arrangement to either a new Bloom Electrons agreement or another lease arrangement and will install a newer generation Energy Server. As the original sale was recognized as product revenue upfront under the assumption that the lease payments were non-cancellable, we recorded the related decommissioning charge as a reduction in product revenue on the consolidated statement of operations and a related asset impairment charge of $31.8 million related to the customer financing receivable as this receivable will not be collectible.

Additionally, for PPA I, our policy is that cash grants received under the American Recovery and Reinvestment Act of 2009 (ARRA) are treated as revenue when received. Charges for estimated future cash expenditures were recorded in December 2015 for the estimated loss of $10.0 million related to estimated reimbursements of such cash grants received due to recapture provisions under the grant program. The decommissioning program was completed as of December 31, 2016. In 2016, we recorded a $1.7 million reduction in our estimate of recapture refunds and paid a total of $8.3 million in recapture refunds.

Installation Revenue

All of our installation revenue is generated from the installation of our Energy Servers to direct purchase, traditional lease and managed services customers. We generally recognize installation revenue from contracts with customers for the sales of our Energy Servers once we achieve acceptance. The amount of installation revenue we recognize in a given period is materially dependent on the volume and size of installations of our Energy Servers in a given period and on the type of financing used by the customer.

Service Revenue

Service revenue is generated from operations and maintenance services agreements that extend the standard warranty service coverage beyond the initial one-year warranty for Energy Servers sold under direct purchase, traditional lease and managed services sales. Customers of our purchase and lease programs can renew their operating and maintenance services agreements on an annual basis for up to 20 years, at prices predetermined at the time of purchase of the Energy Server. Revenue is recognized from such operations and maintenance services based on the fair value allocated to such operations and maintenance services, ratably over the renewed one-year service period. We anticipate that almost all of our customers will continue to renew their operations and maintenance services agreements each year.

Electricity Revenue

Our PPA entities purchase Energy Servers from us and sell the electricity produced by these systems to customers through long-term PPAs. Customers are required to purchase all of the electricity produced by the Energy Servers at agreed-upon rates over the course of the PPA’s term. We generally recognize revenue from such PPA entities as the electricity is provided over the term of the agreement.

Cost of Revenue

Our total cost of revenue consists of cost of product revenue, cost of installation revenue, cost of service revenue and cost of electricity revenue. It also includes personnel costs associated with our operations and global

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customer support organizations consisting of salaries, benefits, bonuses, stock-based compensation and allocated facilities costs.

Cost of Product Revenue

Cost of product revenue consists of costs of Energy Servers that we sell to direct, traditional lease and managed services customers, including costs of materials, personnel costs, allocated costs, shipping costs, provisions for excess and obsolete inventory, and the depreciation costs of our equipment. Because the sale of our Energy Servers includes a one-year warranty, cost of product revenue also includes first year warranty costs. We provide warranties and performance guarantees regarding the Energy Servers’ efficiency and output during the first year warranty period. Warranty costs for customers that purchase under managed services or the Bloom Electrons program are recognized as a cost of product revenue as they are incurred. We expect our cost of product revenue to increase in absolute dollars as we deliver and install more Energy Servers and our product revenue increases. On a per unit basis, which we measure in dollars-per-kilowatt, we have reduced our material costs by over 75% from the inception of our first generation Energy Server to our current generation Energy Server. Material costs per unit came down by more than 50% over the life of our first generation system and by over 40% over the life of our second generation system. With each successive new generation, we have been able to reduce the material costs compared to the prior generation’s material costs: Our second generation had material costs at the start of production that were approximately 60% lower per kilowatt than our first generation and our third generation had material costs at the start of production that were more than 35% lower per kilowatt than our second generation.

Cost of Installation Revenue

Cost of installation revenue consists of the costs to install the Energy Servers that we sell to direct, traditional lease and managed services customers, including costs of materials and service providers, personnel costs, and allocated costs.

The amount of installation cost we recognize in a given period is materially dependent on the volume and size of installations of our Energy Servers in a given period and on the type of financing used by the customer. We expect our cost of installation revenue to increase in absolute dollars as we deliver and install more Energy Servers, though it will be subject to variability as a result of the foregoing.

Cost of Service Revenue

Cost of service revenue consists of costs incurred under maintenance service contracts for all customers including direct sales, traditional lease, managed services and PPA customers. Such costs include personnel costs for our customer support organization, allocated costs, and extended maintenance-related product repair and replacement costs. After the initial included warranty period expires, customers have the opportunity to renew their operations and maintenance services agreements on an annual basis, for up to 20 years, at prices predetermined at the time of purchase of the Energy Server. We expect our cost of service revenue to increase in absolute dollars as our end-customer base of megawatts deployed grows, and we expect our cost of service revenue to fluctuate period by period depending on the timing of maintenance of Energy Servers.

Cost of Electricity Revenue

Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by our PPA entities and the cost of gas purchased in connection with PPAs entered into by our first PPA entity. The cost of electricity revenue is generally recognized over the term of the customer’s PPA. The cost of depreciation of the Energy Servers is reduced by the amortization of any U.S. Treasury grant payment in lieu of the energy investment tax credit associated with these systems. We expect our cost of electricity revenue to increase in absolute dollars as our end-customer base of megawatts deployed grows.

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Gross Profit (Loss)

Gross profit (loss) has been and will continue to be affected by a variety of factors, including the sales price of our products, manufacturing costs, the costs to maintain the systems in the field, the mix of financing options used, and the mix of revenue between product, service and electricity. We expect our gross profit to fluctuate over time depending on the factors described above.

Operating Expenses

Research and Development

Research and development costs are expensed as incurred and consist primarily of personnel costs. Research and development expense also includes prototype related expenses and allocated facilities costs. We expect research and development expense to increase in absolute dollars as we continue to invest in our future products and services, and we expect our research and development expense to fluctuate as a percentage of total revenue.

Sales and Marketing

Sales and marketing expense consists primarily of personnel costs, including commissions. We expense commission costs as earned. Sales and marketing expense also includes costs for market development programs, promotional and other marketing costs, travel costs, office equipment and software, depreciation, professional services, and allocated facilities costs. We expect sales and marketing expense to continue to increase in absolute dollars as we increase the size of our sales and marketing organizations and to expand our international presence, and we expect our sales and marketing expense to fluctuate as a percentage of total revenue.

General and Administrative

General and administrative expense consists of personnel costs, fees for professional services and allocated facilities costs. General and administrative personnel include our executive, finance, human resources, information technology, facilities, business development, and legal organizations. We expect general and administrative expense to increase in absolute dollars due to additional legal fees and costs associated with accounting, insurance, investor relations, SEC and stock exchange compliance, and other costs associated with being a public company, and we expect our general and administrative expense to fluctuate as a percentage of total revenue.

Interest Expense

Interest expense primarily consists of interest charges associated with our secured line of credit, long-term debt facilities, financing obligations and capital lease obligations. We expect interest charges to decrease as a result of pay downs of the debt obligations over the course of the debt arrangements.

Other Income (Expense), Net

Other expense, net primarily consists of gains or losses associated with foreign currency fluctuations, net of income earned on our cash and cash equivalents holdings in interest-bearing accounts. We have historically invested our cash in money-market funds.

Gain/Loss on Revaluation of Warrant Liabilities

Warrants issued to investors and lenders that allow them to acquire our convertible preferred stock have been classified as liability instruments on our balance sheet. We record any changes in the fair value of these instruments between reporting dates as a separate line item in our statement of operations. Some of the warrants issued are mandatorily convertible to common stock and subsequent to the completion of this offering, they will no longer be recorded as a liability related to these mandatorily converted warrants.

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Provision for Income Taxes

Provision for income taxes consists primarily of federal and state income taxes in the United States and income taxes in foreign jurisdictions in which we conduct business. We account for income taxes using the liability method under Financial Accounting Standards Board Accounting Standards Codification Topic 740, “Income Taxes” (ASC 740). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards, and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our deferred tax assets because we believe it is more likely than not that the deferred tax assets will not be realized. At December 31, 2016, we had federal and state net operating loss carryforwards of $1.5 billion and $1.4 billion, respectively, which will expire, if unused, beginning in 2022 and 2017, respectively.

Partner Related Sales Lead Generation Liabilities

The partner related sales lead generation liabilities represent payments required to be made by us to the tax equity investor upon installation of Energy Servers sold through PPA Company V. Since funding received by the PPA Company from the tax equity investor is used for the purchase and installation of Energy Servers, the payments made back to the tax equity investor upon acceptance of an installation essentially represent a return of capital and are accounted for as a reduction to non-controlling interests on the consolidated balance sheets. There was $1.9 million and $6.7 million in liabilities as of the years ended December 31, 2015 and 2016, respectively. We have fulfilled all of our obligations under this arrangement, and therefore, there were no remaining liabilities recorded as of June 30, 2017. Such amounts are payable to the financing partner by the tenth day of the month following the installation of the Energy Servers at customer sites.

Net Income (Loss) Attributable to Noncontrolling Interests

We determine the net income (loss) attributable to common stockholders by deducting from net income (loss) in a period the net income (loss) attributable to noncontrolling interests. We allocate profits and losses to the noncontrolling interests under the hypothetical liquidation at book value (HLBV) method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure, such as our investment entity structure. The determination of equity in earnings under the HLBV method requires management to determine how proceeds upon a hypothetical liquidation of the entity at book value would be allocated between its investors. However, the redeemable noncontrolling interests balance is at least equal to the redemption amount. The noncontrolling interests and redeemable noncontrolling interests balance is presented as a component of permanent equity in the consolidated balance sheets or as temporary equity in the mezzanine section of the consolidated balance sheets as redeemable noncontrolling interests when the third-parties have the right to redeem their interests in the funds for cash or other assets.

For income tax purposes, the tax equity partner, who has committed to invest in the consolidated partnerships, will receive a greater proportion of the share of losses and other income tax benefits. This includes the allocation of investment tax credits, which will be distributed to the tax equity partner and to one of our wholly-owned subsidiaries based on the allocation specified in each respective partnership agreement until the tax equity partner’s targeted rate of return under the partnership agreement is met. For some of our PPA entities, after the PPA tax equity investors receive their contractual rate of return, we receive substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives.

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Results of Operations

The following table sets forth selected consolidated statements of operations data for each of the periods indicated:

	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
	(in thousands, except for per share data)
							(unaudited)
Consolidated Statements of Operations
Revenue
Product	$	61,853		$	76,478		$	30,729		$	67,600
Installation		18,781			16,584			6,280			26,647
Service		36,944			43,118			21,572			22,799
Electricity		55,311			72,360			32,789			41,934
Total revenue		172,889			208,540			91,370			158,980
Cost of revenue
Product		163,143			103,157			47,973			86,392
Installation		24,588			17,725			7,040			28,300
Service		135,470			154,994			60,038			39,506
Electricity		31,372			36,153			15,454			19,786
Total cost of revenue		354,573			312,029			130,505			173,984
Gross profit (loss)		(181,684	)		(103,489	)		(39,135	)		(15,004	)
Operating expenses
Research and development		43,933			46,848			22,217			23,591
Sales and marketing		19,543			29,101			14,073			16,508
General and administrative		58,976			61,545			27,011			27,204
Total operating expenses		122,452			137,494			63,301			67,303
Loss from operations		(304,136	)		(240,983	)		(102,436	)		(82,307	)
Interest expense		(40,633	)		(81,190	)		(37,525	)		(49,917	)
Other income (expense), net		(2,891	)		(379	)		(297	)		133
Gain (loss) on revaluation of warrant liabilities and embedded derivatives		2,686			(13,035	)		1,453			(453	)
Net loss before income taxes		(344,974	)		(335,587	)		(138,805	)		(132,544	)
Income tax provision		707			729			425			442
Net loss		(345,681	)		(336,316	)		(139,230	)		(132,986	)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(4,678	)		(56,658	)		(27,960	)		(9,979	)
Net loss attributable to common stockholders	$	(341,003	)	$	(279,658	)	$	(111,270	)	$	(123,007	)

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Includes stock-based compensation as follows:

	Years Ended December 31,				Six Months Ended June 30,
	2015		2016		2016		2017
					(unaudited)
	(in thousands)
Cost of revenue	$	5,525	$	6,005	$	2,608	$	3,637
Research and development		3,804		4,686		1,984		2,706
Sales and marketing		3,298		5,600		2,629		2,620
General and administrative		8,272		11,866		5,135		5,700
Total stock-based compensation	$	20,899	$	28,157	$	12,356	$	14,663

Comparison of the Six Months Ended June 30, 2016 and 2017

Total Revenue

	Six Months Ended June 30,				Change 2017 vs. 2016
	2016		2017		Amount		%
	(unaudited)
	(dollars in thousands)
Product	$	30,729	$	67,600	$	36,871		120.0	%
Installation		6,280		26,647		20,367		324.3	%
Service		21,572		22,799		1,227		5.7	%
Electricity		32,789		41,934		9,145		27.9	%
Total revenue	$	91,370	$	158,980	$	67,610		74.0	%

Total revenue increased approximately $67.6 million, or 74.0%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016.

Product revenue increased approximately $36.9 million, or 120.0%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. Despite a decrease in acceptances from 298 systems in the six months ended June 30, 2016 to 281 systems in the six months ended June 30, 2017, a decrease of 5.7%, product revenue increased 120.0% due to a significantly higher mix of orders through our direct purchase program where revenue is recognized on acceptance, compared to the Bloom Electrons and managed services financing programs where revenue is recognized over the term of the agreement (generally 10 to 21 years) as electricity revenue or pro-rated product revenue. The number of acceptances for the six months ended June 30, 2016 where revenue was recognized at acceptance was 12.8% of the total acceptances of 298, while the number of acceptances for the six months ended June 30, 2017 where revenue was recognized at acceptance was 63.0% of the total acceptances of 281. The mix of orders between our Bloom Electrons and managed services financing programs and direct purchases is generally driven by customer preference.

Installation revenue increased $20.4 million, or 324.3%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This was primarily caused by the higher mix of orders through our direct purchase program where revenue is recognized on acceptance, as discussed above.

Service revenue increased approximately $1.2 million, or 5.7%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This was primarily due to an increase in the number of annual maintenance contract renewals, driven by our expanding customer base and corresponding total megawatts deployed.

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Electricity revenue increased approximately $9.1 million, or 27.9%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This was due to the fact that in 2016 we generated incremental sales through our Bloom Electrons financing program, resulting in an increase of total megawatts deployed under the Bloom Electrons program to 106.8 as of June 30, 2017 from 97.8 in the prior year.

Total Cost of Revenue and Gross Profit (Loss)

	Six Months Ended June 30,						Change 2017 vs. 2016
	2016			2017			Amount			%
	(unaudited)
	(dollars in thousands)
Cost of revenue:
Product	$	47,973		$	86,392		$	38,419			80.1	%
Installation		7,040			28,300			21,260			302.0	%
Service		60,038			39,506			(20,532	)		(34.2	)%
Electricity		15,454			19,786			4,332			28.0	%
Total cost of revenue		130,505			173,984			43,479			33.3	%
Gross profit (loss)	$	(39,135	)	$	(15,004	)	$	24,131			61.7	%

Total cost of revenue increased approximately $43.5 million, or 33.3%, for the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This increase in cost of revenue was primarily attributable to higher product and installation cost of revenue, which was driven by a higher mix of orders through our direct purchase program in which cost of revenue is recognized on acceptance, partially offset by our ongoing cost reduction efforts. The number of acceptances for the six months ended June 30, 2016 where cost of revenue was recognized at acceptance was 12.8% of the total acceptances of 298, while the number of acceptances for the six months ended June 30, 2017 where cost of revenue was recognized at acceptance was 63.0% of the total acceptances of 281. This increase in product and installation cost of revenue was offset by $20.5 million of decreased service costs associated with ongoing operations and maintenance of deployed Energy Servers in the ordinary course of business due to a lower number of power module replacements as the life of our product continues to lengthen.

Gross profit improved by $24.1 million, or 61.7%, in the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This improvement was generally a result of higher service margins, driven by a $20.5 million reduction in service costs associated with ongoing operations and maintenance of deployed Energy Servers in the ordinary course of business due to a lower number of power module replacements as the life of our product continues to lengthen.

Operating Expenses

	Six Months Ended June 30,				Change 2017 vs. 2016
	2016		2017		Amount		%
	(unaudited)
	(dollars in thousands)
Research and development	$	22,217	$	23,591	$	1,374		6.2	%
Sales and marketing		14,073		16,508		2,435		17.3	%
General and administrative		27,011		27,204		193		0.7	%
Total	$	63,301	$	67,303	$	4,002		6.3	%

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Research and development expenses increased approximately $1.4 million, or 6.2%, in the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This increase was driven primarily by compensation related expenses related to hiring and investments for next generation technology development.

Sales and marketing expenses increased approximately $2.4 million, or 17.3%, in the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. Compensation related costs increased $1.8 million from the prior period due to increases in incentive compensation, stock-based compensation and bonus achievement, as well as sales development related expenses of $0.6 million.

General and administrative expenses increased approximately $0.2 million, or 0.7%, in the six months ended June 30, 2017, as compared to the six month ended June 30, 2016. The increase in general and administrative expenses was due to an increase in compensation related expenses for new hires of $1.1 million, partially offset by a decrease in professional service expenses of $0.9 million.

Other Income and Expenses

	Six Months Ended June 30,						Change 2017 vs. 2016
	2016			2017			Amount			%
	(unaudited)
	(dollars in thousands)
Interest expense	$	(37,525	)	$	(49,917	)	$	(12,392	)		(33.0	)%
Other income (expense), net		(297	)		133			430			144.8	%
Gain (loss) on revaluation of warrant liabilities and embedded derivatives		1,453			(453	)		(1,906	)		(131.2	)%
Total	$	(36,369	)	$	(50,237	)	$	(13,868	)		(38.1	)%

Total other expenses increased $13.9 million, or 38.1%, in the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This increase was due to interest expense increasing $12.4 million, or 33.0%, in the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. The increase was due to the higher balances of financing obligations and outstanding debt in 2017, compared to the prior year.

For the six months ended June 30, 2017, the loss on revaluation of warrant liabilities and embedded derivatives increased $1.9 million or 131.2%. This was driven by an increase in our derivative valuation adjustment of $2.6 million, offset by a decrease in our warrant valuation of $0.7 million.

Provision for Income Taxes

	Six Months Ended June 30,				Change 2017 vs. 2016
	2016		2017		Amount		%
	(unaudited)
	(dollars in thousands)
Income tax provision	$	425	$	442	$	17		4.0	%

Income tax provision increased approximately $0.02 million or 4.0% in the six months ended June 30, 2017, as compared to the six months ended June 30, 2016. This increase was primarily due to fluctuations in tax on income earned by international entities due to the general activities of our business in international locations.

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Comparison of the Years Ended December 31, 2015 and 2016

Total Revenue

	Years Ended December 31,				Change 2016 vs. 2015
	2015		2016		Amount			%
	(dollars in thousands)
Product	$	61,853	$	76,478	$	14,625			23.6	%
Installation		18,781		16,584		(2,197	)		(11.7	)
Service		36,944		43,118		6,174			16.7
Electricity		55,311		72,360		17,049			30.8
Total revenue	$	172,889	$	208,540	$	35,651			20.6	%

Total revenue increased approximately $35.7 million, or 20.6%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015.

Product revenue increased approximately $14.6 million, or 23.6%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. Despite an increase in acceptances from 349 systems in the year ended December 31, 2015 to 687 systems in the year ended December 31, 2016, an increase of 96.8%, product revenue increased 23.6% due to a significantly higher mix of orders through our Bloom Electrons and managed services financing programs where revenue is recognized over the term of the agreement (generally 10 to 21 years) as electricity revenue, or pro-rated product revenue, respectively, compared to direct purchases where product revenue is generally recognized on acceptance. The number of acceptances in 2016 where revenue was recognized ratably was 58.5% of the total acceptances of 349, while the number of acceptances in 2016 where revenue was recognized ratably was 84.1% of the total acceptances of 687. The mix of orders between our Bloom Electrons and managed services financing program and direct purchases is generally driven by customer preference.

Installation revenue decreased approximately $2.2 million, or 11.7%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. This was primarily caused by the higher mix of orders through our Bloom Electrons and managed services financing program where revenue is recognized over the term of the agreement as electricity revenue.

Service revenue increased approximately $6.2 million, or 16.7%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. This was primarily due to the increase in the number of annual maintenance contract renewals, driven by our expanding customer base and corresponding total megawatts deployed.

Electricity revenue increased approximately $17.0 million, or 30.8%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. This was due to the fact that in 2016, we generated incremental sales through our Bloom Electrons program, resulting in an increase of total megawatts deployed under the Bloom Electrons program to 106.8 as of December 31, 2016 from 86.9 in the prior year.

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Total Cost of Revenue and Gross Profit (Loss)

	Years Ended December 31,						Change 2016 vs. 2015
	2015			2016			Amount			%
	(dollars in thousands)
Cost of revenue:
Product	$	163,143		$	103,157		$	(59,986	)		(36.8	)%
Installation		24,588			17,725			(6,863	)		(27.9	)
Service		135,470			154,994			19,524			14.4
Electricity		31,372			36,153			4,781			15.2
Total cost of revenue		354,573			312,029			(42,544	)		(12.0	)
Gross profit (loss)	$	(181,684	)	$	(103,489	)	$	78,195			43.0	%

Total cost of revenue decreased approximately $42.5 million, or 12.0%, for the year ended December 31, 2016, as compared to the year ended December 31, 2015. This decrease in cost of revenue was primarily attributable to lower product cost of revenue, which was driven by product cost reductions achieved throughout 2016 and to a higher mix of orders through the Bloom Electrons financing program, in which cost of revenue is recognized over the term of the agreement (10 to 21 years). The number of acceptances in 2015 where cost of revenue was recognized ratably was 58.5% of the total acceptances of 349, while the number of acceptances in 2016 where cost of revenue was recognized ratably was 84.1% of the total acceptances of 687. This decrease was offset by $19.5 million of increased service costs associated with ongoing operations and maintenance of deployed Energy Servers in the ordinary course of business due to a higher number of power module replacements and a $4.7 million increase in electricity cost of revenue, driven by growth in our PPA fleet.

Gross profit improved $78.2 million, or 43.0%, in the year ended December 31, 2016, as compared to the year ended December 31, 2015. This improvement was a result of higher-margin product sales during the period, driven by product cost reductions achieved throughout 2016.

Operating Expenses

	Years Ended December 31,				Change 2016 vs. 2015
	2015		2016		Amount		%
	(dollars in thousands)
Research and development	$	43,933	$	46,848	$	2,915		6.6	%
Sales and marketing		19,543		29,101		9,558		48.9
General and administrative		58,976		61,545		2,569		4.4
Total	$	122,452	$	137,494	$	15,042		12.3	%

Research and development expenses increased approximately $2.9 million, or 6.6%, in the year ended December 31, 2016, as compared to the year ended December 31, 2015. This increase was driven primarily by compensation related expenses related to hiring and investments for next generation technology development, partially offset by lower depreciation expense of $1.2 million.

Sales and marketing expenses increased approximately $9.6 million, or 48.9%, in the year ended December 31, 2016, as compared to the year ended December 31, 2015. Compensation related costs increased $7.9 million from the prior period due to increases in incentive compensation, stock-based compensation and bonus achievement, as well as sales development related expenses of $1.7 million.

General and administrative expenses increased approximately $2.6 million, or 4.4%, in the year ended December 31, 2016, as compared to the year ended December 31, 2015. The increase in general and

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administrative expenses was due to an increase in compensation related expenses for new hires of $5.7 million and an increase in audit and insurance expenses of $2.9 million, partially offset by a decrease in legal expenses primarily related to a decrease in PPA entity set up costs of $6.0 million.

Other Income and Expenses

	Years Ended December 31,						Change 2016 vs. 2015
	2015			2016			Amount			%
	(dollars in thousands)
Interest expense	$	(40,633	)	$	(81,190	)	$	(40,557	)		(99.8	)%
Other income (expense), net		(2,891	)		(379	)		2,512			86.9
Gain (loss) on revaluation of warrant liabilities and embedded derivatives		2,686			(13,035	)		(15,721	)		(585.3	)
Total	$	(40,838	)	$	(94,604	)	$	(53,766	)		(131.7	)%

Total other expenses increased $53.8 million, or 131.7%, in the year ended December 31, 2016, as compared to the year ended December 31, 2015. This increase was due to interest expense increasing $40.6 million, or 99.8%, in the year ended December 31, 2016, as compared to the year ended December 31, 2015. The increase was due to the higher balances of financing obligations and outstanding debt in 2016, compared to the prior year. Total other expenses decreased primarily due to a lower loss associated with Bloom’s strategic investments.

For the year ended December 31, 2016, the loss on revaluation of warrant liabilities and embedded derivative increased by $15.7 million or 585.3%. This was driven by an increase in our derivative valuation adjustment of $4.6 million, a $9.1 million warrant valuation expense accrual in connection with the 6% Notes, and an increase in our warrant valuation adjustment of $2.0 million.

Provision for Income Taxes

	Years Ended December 31,				Change 2016 vs. 2015
	2015		2016		Amount		%
	(dollars in thousands)
Income tax provision	$	707	$	729	$	22		3.1	%

Income tax provision increased approximately $0.02 million, or 3.1%, in the year ended December 31, 2016, as compared to the year ended December 31, 2015 and was primarily due to fluctuations in tax on income earned by international entities due to the general growth of our business in international locations.

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Quarterly Results of Operations

The following tables set forth selected unaudited quarterly statements of operations data for each of the six quarters ending June 30, 2017. The information for each of these quarters has been prepared on the same basis as the audited annual financial statements included elsewhere in this prospectus and, in the opinion of management, includes all adjustments, which includes only normal recurring adjustments, necessary for the fair presentation of the results of operations for these periods in accordance with generally accepted accounting principles in the United States. This data should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this prospectus. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future period.

	Three Months Ended
	Mar. 31, 2016			Jun. 30, 2016			Sep. 30, 2016			Dec. 31, 2016			Mar. 31, 2017			Jun. 30, 2017
Consolidated statements of operations data:
Revenue
Product	$	10,300		$	20,429		$	18,456		$	27,293		$	27,665		$	39,935
Installation		2,211			4,069			3,573			6,731			12,293			14,354
Service		10,643			10,929			10,637			10,909			11,265			11,534
Electricity		15,679			17,110			19,234			20,337			20,973			20,961
Total revenue		38,833			52,537			51,900			65,270			72,196			86,784
Cost of revenue
Product		20,953			27,020			26,251			28,933			38,846			47,546
Installation		2,594			4,446			3,736			6,950			13,445			14,855
Service		32,284			27,754			54,563			40,393			18,209			21,297
Electricity		8,625			6,829			10,952			9,746			10,895			8,891
Total cost of revenue		64,456			66,049			95,502			86,022			81,395			92,589
Gross profit (loss)		(25,623	)		(13,512	)		(43,602	)		(20,752	)		(9,199	)		(5,805	)
Operating expenses
Research and development		10,650			11,567			11,877			12,754			11,223			12,368
Sales and marketing		6,826			7,247			6,740			8,288			7,845			8,663
General and administrative		13,184			13,827			19,872			14,662			12,879			14,325
Total operating expenses		30,660			32,641			38,489			35,704			31,947			35,356
Loss from operations		(56,283	)		(46,153	)		(82,091	)		(56,456	)		(41,146	)		(41,161	)
Interest expense		(18,875	)		(18,650	)		(19,866	)		(23,799	)		(24,363	)		(25,554	)
Other expense, net		(66	)		(231	)		122			(204	)		119			14
Gain (loss) on revaluation of warrant liabilities and embedded derivatives		5,380			(3,927	)		(5,351	)		(9,137	)		215			(668	)
Net loss before income taxes		(69,844	)		(68,961	)		(107,186	)		(89,596	)		(65,175	)		(67,369	)
Income tax provision		204			221			228			76			214			228
Net loss		(70,048	)		(69,182	)		(107,414	)		(89,672	)		(65,389	)		(67,597	)
Net loss attributable to noncontrolling interest and redeemable noncontrolling interests		(10,607	)		(17,353	)		(16,480	)		(12,218	)		(5,856	)		(4,123	)
Net loss attributable to common stockholders	$	(59,441	)	$	(51,829	)	$	(90,934	)	$	(77,454	)	$	(59,533	)	$	(63,474	)

Quarterly Revenue Trends

Product and installation revenue can vary quarter to quarter due to changes in the buying behavior of our customers as customers shift to or from managed services and Bloom Electrons orders where revenue is

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recognized over the term of the agreement, as opposed to purchase or lease transactions, where revenue is generally recognized up front. Since we offer these different types of purchase options and the accounting treatment for these options can differ, the timing of revenue recognition quarter by quarter could be impacted by the mix of purchase, lease and Bloom Electrons orders in a particular quarter. Additionally, service revenue and electricity revenue have increased over time due to the continued expansion of our deployed fleet.

In addition, quarterly revenue is likely to fluctuate based on, among other things, the factors discussed under “Factors Affecting Our Future Performance.” For example, in the quarter ended March 31, 2017, large installations were accepted by customers under direct purchase arrangements, resulting in higher product revenue in those periods.

Quarterly Gross Profit Trends

Quarterly gross profit (loss) fluctuates with total revenue, the level of investment associated with maintaining and upgrading the deployed fleet, and to a lesser extent, the ability to achieve estimated installation cost for new site installations. Quarterly gross profit (loss) exhibited larger losses in the quarters where product revenue was lowest and investments in the deployed fleet are highest.

Quarterly Key Operating Metrics:

	Three Months Ended
	Mar. 31, 2016		Jun. 30, 2016		Sep. 30, 2016		Dec. 31, 2016		Mar. 31, 2017		Jun. 30, 2017
Product accepted during the period (in 100 kilowatt systems)		136		162		185		204		119		162
Megawatts deployed as of period end		194		208		220		235		247		263
	Three Months Ended
	Mar. 31, 2016		Jun. 30, 2016		Sep. 30, 2016		Dec. 31, 2016		Mar. 31, 2017		Jun. 30, 2017
Billings for product accepted in the period	$	101,975	$	126,559	$	142,052	$	151,958	$	48,105	$	64,931
Billings for installation on product accepted in the period		22,071		27,379		30,808		34,422		23,027		25,340
Billings for annual maintenance services agreements		9,835		14,237		22,005		21,742		14,882		18,181
	Three Months Ended
	Mar. 31, 2016		Jun. 30, 2016		Sep. 30, 2016		Dec. 31, 2016		Mar. 31, 2017		Jun. 30, 2017
Product costs of product accepted in the period (per kilowatt)	$	5,086	$	4,809	$	4,383	$	3,826	$	3,999	$	3,121
Period costs of manufacturing related expenses not included in product costs (in thousands)		4,302		4,586		6,869		6,143		7,397		8,713
Installation costs on product accepted in the period (per kilowatt)		1,280		1,481		1,056		1,170		1,974		1,306

Quarterly Key Operating Metric Trends

Acceptance volume sequentially increased quarter-over-quarter from March 31, 2016 to December 31, 2016, from 136 systems to 204 systems as we installed more systems from backlog. However, acceptance volume declined to 119 systems for the quarter ended March 31, 2017 from 204 for the quarter ended December 31, 2016. The decline was driven by extreme weather related seasonality on both the East Coast and

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West Coast which impacted our ability to install Energy Servers at our customer sites. Acceptance volume increased to 162 systems for the quarter ended June 30, 2017, an increase of 43 systems from the quarter ended March 31, 2017. Acceptances achieved from March 31, 2016 to June 30, 2017 added to our installed base, and therefore increased our megawatts deployed from 194 megawatts to 263 megawatts, respectively.

Both the billings for product accepted in the period and the billings for installation on products accepted in the period from the quarter ended March 31, 2016 to the quarter ended June 30, 2017 were driven by the changes in acceptances over these periods. For the quarter ended March 31, 2017, product accepted was 119 systems, a decrease of 41.7% from 204 systems accepted for the quarter ended December 31, 2016. Over the same period, the billings for product and installation accepted combined was $71.1 million, a decrease of 61.8% over the billings for product and installation accepted combined of $186.4 million for the quarter ended December 31, 2016. The decrease in that period was primarily driven by the lower volume and the lower average selling price to customers to offset the loss of the ITC in 2017. The billings for annual maintenance services agreements fluctuated over the period due to the timing of the anniversaries of the acceptances and annual maintenance services agreements.

For the six quarters from March 31, 2016 to June 30, 2017, our product costs of product accepted declined from $5,086 per kilowatt to $3,121 per kilowatt, an overall reduction of 38.6%. The cost reduction was driven generally by our ongoing cost reduction efforts to reduce material costs, labor and overhead through improved automation of our factories, better factory utilization and ongoing material cost reduction programs with our vendors. Our product costs increased from $3,826 per kilowatt for the quarter ended December 31, 2016 to $3,999 per kilowatt hour for the quarter ended March 31, 2017 due to lower acceptance volume in that period, allocating more per unit fixed manufacturing costs to our product costs.

Our period costs of manufacturing related expenses generally increased over the same period. Period costs for manufacturing related expenses not included in product costs for the quarter ended December 31, 2016 was $6.1 million, an increase of 42.8% compared to $4.3 million for the quarter ended March 31, 2016. The increase was driven by one-time year-end write-offs for excess and obsolete inventory and other items. Period costs for manufacturing related expenses not included in product costs for the quarter ended June 30, 2017 was $8.7 million, an increase of 41.8% compared to $6.1 million for the quarter ended December 31, 2016. While actual manufacturing spending decreased in the quarter ended June 30, 2017 relative to the quarter ended December 31, 2016, the period costs of manufacturing related expenses not included in product costs, which represents the unabsorbed manufacturing costs to produce our Energy Servers, increased due to lower production volumes in the period. Product accepted for the quarter ended June 30, 2017 was lower than product accepted for the quarter ended December 31, 2016.

While we are focused on reducing the cost to install our Energy Servers, our installation costs on product accepted over the six quarter period were generally impacted by the size of the installations, as well as the complexity of the sites.

Liquidity and Capital Resources

We finance our operations, including the costs of acquisition and installation of Energy Servers, mainly through a variety of financing arrangements and PPA entities, credit facilities from banks, sales of our preferred stock, debt financings and cash generated from our operations. As of June 30, 2017, we had cash and cash equivalents of $153.3 million.

We believe that our existing cash and cash equivalents will be sufficient to meet our operating cash flow, capital requirements and other cash flow needs for at least the next 12 months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on research and development efforts and other business initiatives, the rate of growth in the volume of system builds, the expansion of sales and marketing activities, market acceptance

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of our products, the timing of receipt by us of distributions from our PPA entities and overall economic conditions. We do not currently expect to receive significant cash distributions from our PPA entities. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional debt or equity financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. Further, as most of our assets are collateralized in existing debt arrangements, new debt financing may be unsecured which may result in higher interest rate obligations.

Credit Facilities

Bloom Energy Indebtedness

In May 2013, we entered into a $5.0 million credit agreement and a $12.0 million financing agreement to help fund the building of a new facility in Newark, Delaware. The loan bears an annual interest rate of LIBOR, plus 4%. The weighted average interest rate of these borrowings was 4.2% and 4.2% for the years ended December 31, 2015 and 2016, respectively. The loan requires monthly payments and is secured by the manufacturing facility. As of December 31, 2016 and June 30, 2017, the outstanding debt related to these credit agreements was $6.6 million and $5.7 million, respectively. Under the terms of these credit agreements, we are required to comply with various restrictive covenants. As of December 31, 2016 and June 30, 2017, we were in compliance with all of the covenants. In addition, the credit agreements also include a cross-default provision which provides that the remaining balance of borrowings under the agreements will be due and payable immediately if a lien is placed on the Newark facility in the event we default on any indebtedness in excess of $100,000 individually or $300,000 in the aggregate.

Between December 2014 and June 2015, we issued $193.2 million of three-year subordinated secured convertible promissory notes (the 8% Notes) to certain investors. The 8% Notes bear a fixed annual interest rate of 8.0%, compounded monthly, and are due at maturity in December 2017 and payable in cash or in kind at the election of the investor. The accrued interest would be due on each anniversary of the respective original issuance date of the 8% Notes. As of December 31, 2016 and June 30, 2017, the outstanding principal and accrued interest on the 8% Notes was $226.0 million and $235.1 million, respectively. The outstanding principal and accrued interest on each 8% Note will mandatorily convert into shares of our Series G convertible preferred stock at a conversion price per share of $25.76, and each such share of Series G convertible preferred stock will convert automatically into one share of our common stock, immediately prior to completion of an initial public offering.

In December 2015, we entered into two promissory note agreements with J.P. Morgan Securities LLC and Canadian Pension Plan Investment Board (CPPIB) for the issuance of $160.0 million of convertible promissory notes. The notes (the 6% Notes) bear a 6.0% fixed interest rate, compounded monthly, and are due at maturity in December 2020. Interest on these notes is payable in cash or by the issuance of additional 6% Notes. As of December 31, 2016 and June 30, 2017, the debt outstanding under the 6% Notes was $270.8 million and $277.6 million, respectively, including accrued interest. In January 2016, we issued an additional $25.0 million aggregate principal amount of these notes, and in September 2016 we issued an additional $75.0 million aggregate principal amount of these notes. Under the terms of the indenture governing the 6% Notes, we are required to comply with various restrictive covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on investments. As of December 31, 2016 and June 30, 2017, we were in compliance with all of such covenants. In addition, we are required to maintain collateral which secures the 6% Notes in an amount equal to 200% of the principal amount of and accrued and unpaid interest on the outstanding notes. This minimum collateral test is not a negative covenant and does not result in a default if not met. However, the minimum collateral test does restrict us with respect to investing in non-PPA subsidiaries. If we do not meet the minimum collateral test, we cannot invest cash into any non-PPA subsidiary that is not a guarantor of the notes.

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The outstanding principal and accrued interest do not mandatorily convert into common stock in the event of an initial public offering. At the election of the investors, the accrued interest and the unpaid principal can be converted into common stock at any time following an initial public offering with gross proceeds of at least $150.0 million (Qualified IPO) and prior to the maturity date. Following the Qualified IPO, the outstanding amount of the 6% Notes will be convertible into shares of common stock at a conversion price per share equal to the lower of $30.91 and 85% of the offering price of our common stock sold in this offering. These notes are also convertible upon a change of control prior to a Qualified IPO. The notes are also redeemable at our option, in whole or in part, in connection with a change of control or if our common stock trades at a price equal to at least 150% of the public offering price per share for this offering for a period of 20 trading days during a period of 30 consecutive trading days at a redemption price equal to 100% of the principal amount of the notes plus accrued but unpaid interest. The 6% Notes also include a cross-acceleration provision which provides that the holders of at least 25% of the outstanding principal amount of the 6% Notes may cause such notes to become immediately due and payable if we or any of our subsidiaries default on any indebtedness in excess of $15.0 million such that the repayment of such indebtedness is accelerated. In addition, in connection with the issuance of the these additional notes, we agreed to issue to certain purchasers of the notes, upon the occurrence of certain conditions, warrants to purchase up to a maximum of 469,333 shares of our common stock at an exercise price of $0.01 per share. The warrants will automatically be deemed exercised pursuant to their terms immediately prior to the completion of this offering.

In June 2017, we issued $100.0 million of senior secured notes. The notes (the “10% Notes”) mature in June 2024 and bear a 10.0% fixed rate of interest, payable semi-annually. The notes have a continuing security interest in the cash flows payable to us as servicing, operations and maintenance fees, as well as administrative fees from the five active power purchase agreements in our Bloom Electrons program. As of June 30, 2017, the debt outstanding under the 10% Notes was $100.0 million. Under the terms of the indenture governing the 10% Notes, we are required to comply with various restrictive covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on investments. As of June 30, 2017, we were in compliance with all of such covenants. In addition, we are required to maintain collateral which secures the 10% Notes based on debt ratio analyses. This minimum collateral test is not a negative covenant and does not result in a default if not met. However, the minimum collateral test does restrict us with respect to investing in non-PPA subsidiaries. If we do not meet the minimum collateral test, we cannot invest cash into any non-PPA subsidiary that is not a guarantor of the notes.

PPA Entities’ Indebtedness

Bloom Electrons, our PPA financing program, is financed via special purpose investment entities (PPA entities). These entities are financed by third-party investors and us. The capitalization of a PPA entity is generally comprised of tax equity investors, debt providers and us, as a minority shareholder (generally less than 10% of the capital stock). The debt that is invested into the PPA entities is non-recourse to us.

Our PPA entities have available lines of credit with financial institutions that allow them to borrow funds for purchase and construction of equipment, additional working capital, and general corporate purposes. These credit facilities are secured by the PPA entities’ assets and subject to guaranties by Bloom. Each of such PPA entities is obligated to make quarterly principal and interest payments according to a schedule agreed between us, the tax equity investors and the debt providers. The debt is either a “term loan”, where the final maturity date coincides with the expiration of the offtake agreements included in the project, or a “mini-perm loan”, where the final maturity date occurs at some point prior to such expiration; in the case of these “mini-perm loans”, we will need to refinance these loans on or prior to their maturity date by procuring debt from other sources and using the proceeds of such new debt to repay the existing loans.

On March 20, 2013, PPA Company II entered into an agreement to refinance an existing loan. The total amount of the loan was $144.8 million, which included $28.8 million to repay outstanding principal of existing debt, $21.7 million for debt service reserves and transaction costs, and $94.3 million to fund the remaining

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system purchases. The loan is a fixed rate term loan that bears an annual interest rate of 5.22% payable quarterly. The loan has a fixed amortization schedule of the principal, beginning March 30, 2014, which requires repayment in full by March 30, 2025. The loan is also non-recourse and secured by all of the assets of PPA Company II. As of December 31, 2016 and June 30, 2017, the debt outstanding was $105.1 million and $96.6 million, respectively. Under the terms of this credit agreement, PPA Company II is required to comply with various covenants including restrictions on indebtedness, and must also maintain a debt service coverage ratio, as defined in the loan agreement, at the end of each fiscal quarter in order to make any distributions or pay any dividends. As of December 31, 2016 and June 30, 2017, PPA Company II was in compliance with all of the covenants. In addition, the loan also includes a cross-default provision which provides that holders of more than 25% of the outstanding principal amount of the loan may cause the remaining amount under the loan to be due and payable immediately if PPA Company II defaults on any indebtedness in excess of $1.5 million and such default causes the repayment of such indebtedness to be accelerated.

In December 2012, PPA Company IIIa entered into a $46.8 million credit agreement to help fund the purchase and installation of our Energy Servers. The loan requires quarterly payments, is due in September 2028, and bears a fixed interest rate of 7.5% payable quarterly. The loan is secured by PPA Company IIIa’s machinery and equipment, account receivables, inventory and other assets, as well as the 100% equity interest in PPA Company IIIa held by 2012 V PPA Holdco, LLC. As of December 31, 2016 and June 30, 2017, the debt outstanding was $42.8 million and $42.4 million, respectively. Under the terms of this credit agreement, PPA Company IIIa is required to comply with various covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on indebtedness. PPA Company IIIa must also maintain a debt service coverage ratio, as defined in the credit agreement, at the end of each fiscal quarter in order to make any distributions or pay any dividends. As of December 31, 2016 and June 30, 2017, PPA Company IIIa was in compliance with all of the covenants. In addition, the credit agreement also includes a cross-default provision which provides that the lender will no longer be obligated to make any loan commitments and the remaining obligations under the credit agreement shall become due and payable immediately if PPA Company IIIa defaults on any indebtedness in excess of $500,000 or the repayment of any indebtedness is accelerated.

In September 2013, PPA Company IIIb entered into a credit agreement to help fund the purchase and installation of our Energy Servers. In accordance with that agreement, PPA Company IIIb issued floating rate debt based on an annual LIBOR rate, plus a margin of 5.2%. The debt requires quarterly principal payments and is due in October 2020. The weighted average interest rate of these borrowings was 6.0% and 6.0% for the years ended December 31, 2015 and 2016, respectively. The aggregate amount of the debt facility is $32.5 million, which includes $1.45 million to be placed in a debt service reserve account. The loan is secured by PPA Company IIIb’s machinery and equipment, account receivables, inventory and other assets, as well as the 100% equity interest in PPA Company IIIb held by 2013 ESA Holdco, LLC. As of December 31, 2016 and June 30, 2017, the debt outstanding was $26.3 million and $25.9 million, respectively. Under the terms of this credit agreement, PPA Company IIIb is required to comply with various covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on indebtedness. In addition, PPA Company IIIb must also maintain a historical debt service coverage ratio, as defined in the credit agreement, and a prospective debt service coverage ratio, as defined in the credit agreement, at the end of each fiscal quarter in order to make any distributions or pay any dividends. As of December 31, 2016 and June 30, 2017, PPA Company IIIb was in compliance with all of the covenants. In addition, the credit agreement also includes a cross-default provision which provides that the lender may demand that the remaining obligations under the credit agreement be due and payable immediately if PPA Company IIIb defaults in payment on any indebtedness in excess of $500,000 or the repayment of any indebtedness is accelerated.

In July 2014, PPA Company IV issued senior secured notes (PPA IV Notes) amounting to $99.0 million to third parties to help fund the purchase and installation of our Energy Servers. The PPA IV Notes bear a fixed annual interest rate of 6.1%, payable quarterly. The principal amount of the PPA IV Notes is payable quarterly starting in December 2015 and ending in March 2030. The PPA IV Notes are secured by all the assets of the PPA

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Company IV. As of December 31, 2016 and June 30, 2017, the aggregate balance outstanding under the PPA IV Notes was $86.6 million and $86.0 million, respectively. Under the terms of the note purchase agreement, PPA Company IV is required to comply with various covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on indebtedness. In addition, PPA Company IV must also maintain a debt service coverage ratio, as defined in the loan agreement, at the end of each fiscal quarter in order to make any distributions or pay any dividends. As of December 31, 2016 and June 30, 2017, PPA Company IV was in compliance with all of the covenants. In addition, the notes also include a cross-default provision which provides that holders of more than 25% of the principal amount of the notes may cause the loan to be due and payable immediately if PPA Company IV defaults on any indebtedness in excess of $1.5 million such that the repayment of such indebtedness is accelerated.

In June 2015, PPA Company V entered into a $131.2 million credit agreement to help fund the purchase and installation of our Energy Servers. PPA Company V has issued floating rate debt with an interest rate based on LIBOR plus an applicable margin over LIBOR. The applicable margins used for calculating interest expense are 2.25% for years 1-3 following the Term Conversion Date and 2.5% thereafter. The loan was initially in the form of a “construction loan”, with a stated maturity date of February 28, 2017, and was converted into a “term loan” on February 28, 2017 (“Term Conversion Date”). The loan will mature on December 31, 2021. The weighted average interest rate of borrowings was 2.4% and 2.6% for the years ended December 31, 2015 and 2016, respectively. The loan requires quarterly principal payments beginning in March 2017 and is due in December 2021. The loan is secured by PPA Company V’s machinery and equipment, account receivables, inventory and other assets, as well as the 100% equity interest in PPA Company V held by 2015 ESA Holdco, LLC. As of December 31, 2016 and June 30, 2017, the debt outstanding was $131.2 million and $129.6 million, respectively. Under the terms of the credit agreement, PPA Company V is required to comply with various covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on indebtedness, and must also maintain a debt service coverage ratio, as defined in the credit agreement, at the end of each fiscal quarter in order to make any distributions or pay any dividends. As of December 31, 2016 and June 30, 2017, PPA Company V was in compliance with all of the covenants. In addition, the credit agreement also includes a cross-default provision which provides that lender may immediately terminate all lending commitments and request the remaining amount under the loan agreement be due and payable immediately if PPA Company V defaults on any indebtedness such that the repayment of such indebtedness is accelerated.

Pursuant to the loan documents entered into by the applicable PPA entity in connection with each applicable project company, such project company may be required to prepay some or all of the then-outstanding Project Debt associated with the applicable PPA project. The following is intended to be representative of the common pre-payment circumstances that are globally applicable. This is not an exhaustive list of possible scenarios, as individual PPA projects have individually-negotiated prepayment circumstances beyond what is presented here:

• Default: As a general matter, the lenders associated with each PPA project may require the immediate repayment of all outstanding debt upon the occurrence of an event of default by the PPA entity under the loan documents. Events of default are contractually negotiated on an individual basis in each project, but typically include (i) failure to pay when due any sums owed under the loan documents, (ii) the untruth or inaccuracy of material representations and warranties made by the PPA entity under the loan documents, (iii) the failure to perform any covenants of the PPA entity under the loan documents, (iv) bankruptcy events of the PPA entity and (v) loss or abandonment of project assets, including by eminent domain.

• Proceeds of Insurance: The Project Debt documents require that any proceeds of casualty insurance maintained with respect to the project assets be used to prepay the Project Debt unless such funds are used to repair or replace the applicable assets.

• Warranty Proceeds: The Project Debt documents require that any funds paid by us to the applicable PPA entity in connection with refund claims for failure to meet the capacity warranty or efficiency warranty set forth in the applicable O&M Agreement be used to prepay the Project Debt.

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• Termination Value Payments: The Project Debt documents require that any funds received by the PPA entity from a PPA customer in the form of a termination value payment made in connection with such customer’s early termination of an offtake agreement be used to prepay the Project Debt.

• Asset Sales: The Project Debt documents require that any funds received by the PPA entity in connection with the sale of any project assets be used to prepay the Project Debt.

In addition, under PPA Company II’s credit agreement, PPA Company II is obligated to offer to repay all outstanding debt in the event that we obtain an investment grade credit rating unless we provide a guarantee of the debt obligations of the PPA Company II. Upon receipt of such offer, the lenders may elect to require PPA Company II to prepay all remaining amounts owed under PPA Company II’s project debt. Under PPA Company IIIa’s credit agreement, on or before February 19, 2019 PPA Company IIIa is obligated to offer its lenders an insurance policy or performance bond to mitigate the risk that we will fail to perform our obligations under our operation and maintenance obligations to PPA Company IIIa. Upon receipt of such an offer, the lenders may elect to require PPA Company IIIa to obtain such insurance policy or performance bond, at PPA Company IIIa’s expense, or elect to require PPA Company IIIa to prepay all remaining amounts owed under PPA Company IIIa’s project debt. Under PPA Company IV’s credit agreement, PPA Company IV is obligated to offer to repay all outstanding debt in the event that at any time we fail to own (directly or indirectly) at least 50.1% of the equity interest of PPA Company IV not owned by the tax equity investor(s). Upon receipt of such offer, the lenders may elect to require PPA Company IV to prepay all remaining amounts owed under PPA Company IV’s project debt.

Cash Flows

The following table summarizes our cash flows for the periods indicated (in thousands):

	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
	(in thousands)
							(unaudited)
Net cash provided by (used in):
Operating activities	$	(309,691	)	$	(282,826	)	$	(140,854	)	$	(80,109	)
Investing activities		(6,256	)		(8,979	)		(4,995	)		(2,265	)
Financing activities		284,303			283,383			106,625			77,689
Net change in cash and cash equivalents	$	(31,644	)	$	(8,422	)	$	(39,224	)	$	(4,685	)

	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
	(in thousands )
							(unaudited)
Net cash used in operating activities	$	(309,691	)	$	(282,826	)	$	(140,854	)	$	(80,109	)
Net cash used in purchase of property, plant and equipment		(6,256	)		(8,979	)		(4,995	)		(2,265	)
Net cash provided by (used in) PPA operating activities and PPA purchase of property, plant and equipment*		(153,664	)		(272,933	)		(134,633	)		12,791

* The PPA operating cash flows, which is a subset of our consolidated cash flows used in operating activities and represents the stand alone cash flows used in operating activities of the combined PPA companies prepared in accordance with GAAP, consists principally of cash used to run the operations of the PPA companies, including the purchase of Energy Servers from Bloom, which was $121.6 million, $217.2 million,$123.0 million and none for the years ended December 31, 2015 and 2016 and the six months ended June 30, 2016 and 2017 . PPA entities finance the purchase of Energy Servers through investment by equity investors and debt issuances, which are reflected in the consolidated cash flows from operating activities.

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Operating Activities

In the six months ended June 30, 2017, we used approximately $80.1 million in operating activities. This cash outflow primarily resulted from a net loss of $123.0 million, reduced by non-cash items including depreciation of approximately $23.6 million and stock-based compensation of approximately $14.7 million. The cash outflow also resulted from an increase in inventory of $17.6 million, an increase in deferred cost of revenue of $34.9 million, an increase in accounts receivable of $5.3 million and a decrease in accounts payable of $13.3 million. This cash outflow was partially offset by an increase in other long term liabilities of $24.9 million, and an increase in deferred revenue and customer deposits of approximately $35.9 million relating to upfront milestone payments received from customers.

In the six months ended June 30, 2016, we used approximately $140.9 million in operating activities. This cash outflow primarily resulted from a net loss in the year of $111.3 million, reduced by non-cash items including depreciation of approximately $20.1 million, stock-based compensation of approximately $12.4 million. The cash outflow also resulted from an increase in customer financing receivable for purchases of $114.3 million for purchases for Energy Servers by our PPA entities, an increase in inventory of $41.3 million, and an increase in deferred cost of revenue of $12.1 million. This cash outflow was partially offset by a decrease in accounts receivable of $12.9 million, an increase in accounts payable of $35.1 million, an increase in other long-term liabilities of $20.0 million, and an increase in deferred revenue and customer deposits of approximately $65.9 million relating to upfront milestone payments received from customers.

In the year ended December 31, 2016, we used approximately $282.8 million in operating activities. This cash outflow primarily resulted from a net loss of $279.6 million, reduced by non-cash items including depreciation of approximately $43.1 million and stock-based compensation of approximately $28.1 million. The cash outflow also resulted from an increase in customer financing receivables of $211.6 million for purchases of Energy Servers by our PPA entities, an increase in inventory of $0.2 million and an increase in deferred cost of revenue of $84.7 million. This cash outflow was partially offset by an increase in accounts payable of $4.8 million, other current liabilities of $11.2 million, an increase in other long-term liabilities of $46.8 million, and an increase in deferred revenue and customer deposits of approximately $183.6 million relating to upfront milestone payments received from customers.

In the year ended December 31, 2015, we used approximately $309.7 million in operating activities. This cash outflow primarily resulted from a net loss in the year of $341.0 million, reduced by non-cash items including the restructuring charge for the PPA I entity of $41.7 million, depreciation of approximately $35.6 million, stock-based compensation of approximately $20.9 million. The cash outflow also resulted from an increase in customer financing receivable for purchases of $119.1 million for purchases for Energy Servers by our PPA entities, an increase in accounts receivable of $11.3 million, an increase in deferred cost of revenue of $6.1 million. This cash outflow was partially offset by a decrease in inventory of $34.0 million, an increase in other current liabilities of $7.8 million, an increase in other long-term liabilities of $17.5 million, and an increase in deferred revenue and customer deposits of approximately $16.6 million relating to upfront milestone payments received from customers.

Cash provided by (used in) operating activities does not reflect the cash payments from our PPA entities for the Energy Servers at the time of acceptance. These cash receipts are generally included within financing activities, due to the consolidation of the PPA entities into our consolidated financial statements.

In the year ended December 31, 2016 and the six months ended June 30, 2017, we collected cash related to billings for product accepted of $444.1 million and $111.7 million, respectively. In the year ended December 31, 2016 and the six months ended June 30, 2017, we collected cash related to billings for installation costs related to product acceptances of $113.4 million and $42.4 million, respectively. Further, in the year ended December 31, 2016 and the six months ended June 30, 2017, we collected cash related to billings for maintenance services agreements of $68.2 million and $42.3 million, respectively.

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Investing Activities

Our investing activities consist primarily of capital expenditures. Capital expenditures include projects by us to maintain or increase the scope of our manufacturing operations. These capital expenditures also include leasehold improvements to our office space, purchases of office equipment, IT infrastructure equipment and furniture and fixtures.

In the six months ended June 30, 2017, we used approximately $2.3 million in investing activities for the acquisition of factory machinery and equipment. This cash outflow is primarily used for newly purchased capital assets and an investment that improves the useful life of existing capital assets such as manufacturing, testing and tooling equipment.

In the six months ended June 30, 2016, we used approximately $5.0 million in investing activities for the acquisition of factory machinery and equipment.

In the year ended December 31, 2016, we used approximately $8.9 million in investing activities for the acquisition of factory machinery and equipment.

In the year ended December 31, 2015, we used approximately $6.3 million in investing activities for the acquisition of factory machinery and equipment.

Financing Activities

In the six months ended June 30, 2017, we generated approximately $77.7 million from financing activities. We generated approximately $13.6 million of this amount from proceeds from financings in our PPA entities, offset by distributions paid to our PPA tax equity investors of approximately $17.7 million. We received net proceeds of approximately $93.9 million from the issuance of debt, offset by repayments of $12.3 million of long-term debt and a revolving line of credit.

In the six months ended June 30, 2016, we generated approximately $106.6 million from financing activities. We generated approximately $66.5 million of this amount from proceeds from financings in our PPA entities, partially offset by distributions paid to our PPA tax equity investors of approximately $12.9 million. We received net proceeds of approximately $73.5 million from the issuance of debt, offset by repayments of $24.5 million of long-term debt and a revolving line of credit.

In the year ended December 31, 2016, we generated approximately $283.4 million from financing activities. We generated approximately $209.9 million of this amount from proceeds from financings in our PPA entities, offset by distributions paid to our PPA tax equity investors of approximately $45.8 million. We received net proceeds of approximately $148.5 million from the issuance of debt, offset by repayments of $33.1 million of long-term debt and a revolving line of credit.

In the year ended December 31, 2015, we generated approximately $284.3 million from financing activities. We generated approximately $77.1 million of this amount from proceeds from financings in our PPA entities, offset by distributions paid to our PPA tax equity investors of approximately $11.0 million. We received net proceeds of approximately $285.8 million from the issuance of debt, offset by repayments of $57.9 million of long-term debt and a revolving line of credit.

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Contractual Obligations and Other Commitments

The following table summarizes our contractual obligations and the debt of our consolidated PPA entities that is non-recourse to Bloom as of December 31, 2016:

	Payments Due By Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(in thousands)
Contractual Obligations or Other Commitments:
Recourse debt(1)	$	503,470	$	1,694	$	229,411	$	272,365	$	—
Non-recourse debt(2)		392,023		19,245		39,135		184,371		149,272
Operating leases		14,229		5,174		6,956		2,099		—
Sale-leaseback leases from managed services		149,615		14,376		29,659		30,915		74,665
Other sale-leaseback related transactions		22,777		375		22,401		—		—
Natural gas fixed price forward contracts		18,585		—		—		18,585		—
Grant for Delaware facility		12,000		1,524		10,476		—		—
Interest rate swap		6,961		—		828		—		6,133
Preferred Series G stock liability		5,150		—		5,150		—		—
REC purchase commitments		432		432		—		—		—
Asset retirement obligations		500		—		500		—		—
Total	$	1,125,742	$	42,820	$	344,517	$	508,335	$	230,070

⁽¹⁾  Our 6% Notes and our credit agreements related to the building of our facility in Newark, Delaware each contain cross-default or cross-acceleration provisions. See “—Credit Facilities—Bloom Energy Indebtedness” above for more details.

⁽²⁾  Each of the debt facilities entered into by PPA Company II, PPA Company IIIa, PPA Company IIIb, PPA Company IV and PPA Company V contain cross-default provisions. See “—Credit Facilities—PPA Entities’ Indebtedness” above for more details.

Included within the long-term debt balances above is $226.0 million in recourse debt in the form of 8% Notes that will convert into shares of common stock automatically at the completion of this offering. Further, $270.8 million of long-term recourse debt is in the form of 6% Notes, net of the $115.8 million adjustment to fair value of the underlying derivative instrument and net of a discount of $4.9 million, which will be convertible into equity as described above. The remaining $6.7 million of the long-term recourse debt is from the Term Loan. During the year ended December 31, 2016, we generated an additional $133.7 million in sale-leaseback transactions pursuant to incremental managed services arrangements.

In March 2012, we entered into an agreement with the Delaware Economic Development Authority to provide a grant of $16.5 million to us as an incentive to establish a new manufacturing facility in Delaware and to provide employment for full time workers at the facility over a certain period of time. We have two types of milestones that we must complete to retain the entire amount of the grant proceeds. The first milestone is to provide employment for 900 full time workers in Delaware by the end of the current recapture period of September 30, 2017. The second milestone is to pay these full time workers a cumulative total of $108.0 million in compensation by September 30, 2017, the end of the current recapture period. Further, there are two additional recapture periods at which time we must continue to employ 900 full time workers and the cumulative total compensation paid by us is required to be at least $324.0 million by September 30, 2023. As of June 30, 2017, we had 263 full time workers in Delaware and had paid $59.5 million in cumulative compensation. We have so far received $12.0 million of the grant which is contingent upon our meeting the milestones through September 30, 2023. In the event that we do not meet the milestones, we may have to repay the Delaware Economic Development Authority, including up to $3.8 million on September 30, 2017, up to an additional $5.0 million on September 30, 2021 and up to an additional $2.5 million on September 30, 2023. As of December 31, 2016 and June 30, 2017 we had accrued $1.5 million in accrued other current liabilities and

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$10.5 million in other long-term liabilities related to this agreement (see Note 11, Other Long-Term Liabilities, to our consolidated financial statements).

Our PPA entities are structured in a manner such that other than the amount of any equity investment we have made, we do not have any further liability for the debts or other obligations of the PPA entities. In some cases, we were required to guarantee obligations of the PPA entities, such as the performance and operating efficiency warranties of the Energy Servers, representations and warranties made to the other investors in the PPA entity, and the performance of covenants. As a result, we could be obligated to make payments to these PPA entities or the other investors in the event of a breach of these representations, warranties or covenants. As of December 31, 2015, two of our PPA entities, PPA Company IIIb and PPA Company V, had $27.7 million and $57.7 million in principal indebtedness outstanding, respectively. As of December 31, 2016, PPA Company IIIb and PPA Company V had $26.3 million and $131.2 million in principal indebtedness outstanding, respectively. PPA Company IIIb’s indebtedness matures in October 2020, although it has power purchase agreements with terms through 2030. As of June 30, 2017, PPA Company IIIb and PPA Company V had $25.9 million and $129.6 million in principal indebtedness outstanding, respectively. PPA Company V’s indebtedness matures on December 31, 2021 although PPA Company V has power purchase agreements with terms through 2031. Accordingly, this indebtedness will need to be refinanced at its maturity date. If we are unable to refinance this indebtedness on similar or more favorable economic terms, the projects could face increased costs than originally anticipated, which could result in us choosing to make additional payments to the entity to cover these additional costs. If we are unable to repay or refinance this indebtedness, the lenders could declare an event of default under the indebtedness.

Off-Balance Sheet Arrangements

We include in our consolidated financial statements all assets and liabilities and results of operations of our PPA entities that we have entered into and have substantial control. We have not entered into any other transactions that have generated relationships with unconsolidated entities or financial partnerships or special purpose entities. Accordingly, we do not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risks as part of our ongoing business operations, primarily exposure to changes in interest rates and fuel prices. Our sales contracts are primarily denominated in U.S. dollars, and therefore, substantially all of our revenue is not subject to foreign currency risk. In addition, an increasing portion of our operating expenses is incurred outside the United States, is denominated in foreign currencies, and is subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge against the risks associated with currency fluctuations, our financial condition and operating results could be adversely affected.

Interest Rates

Our cash and cash equivalents are invested in money market funds. We believe that we do not have any material exposure to changes in fair value as a result of changes in interest rates due to the short-term nature of our cash equivalents. We have not been exposed to material risks on investment income due to changes in interest rates given the low levels of interest being earned on money market funds.

We are exposed to interest rate risk related to our indebtedness that bears interest at floating rates based on LIBOR plus a specified margin. We generally hedge interest rate risks of floating-rate debt with interest rate swaps. Changes in interest rates are generally offset by the related hedging instruments. For fixed-rate debt, interest rate changes do not affect our earnings or cash flows. We do not believe that an increase or decrease in interest rates of a hypothetical 10% would have a material effect on our operating results or financial condition.

Commodity Price Risk

We are subject to commodity price risk arising from price movements for natural gas that we supply to customers under agreements to operate our Energy Servers. We manage this risk by entering into forward

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contracts as economic hedges of commodity price risk to control the cost of natural gas. As a result, we do not believe that a 10% change in commodity prices would have a material effect on our operating results or financial condition.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our future financial statements will be affected to the extent that our actual results materially differ from these estimates.

We believe that of our significant accounting policies, which are described in Note 2 to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in conformity with U.S. GAAP and reflect our accounts and operations and those of our subsidiaries in which we have a controlling financial interest. We use a qualitative approach in assessing the consolidation requirement for our PPA entities. This approach focuses on determining whether we have the power to direct the activities of the PPA entities that most significantly affect the PPA entities’ economic performance and whether we have the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPAs. For all periods presented, we have determined that we are the primary beneficiary in all of our operational PPA entities because we have a majority of the voting interests of the entities, have the power to direct the activities of the PPA entities and bear the obligation to absorb losses, and the right to receive benefits that could be significant. For additional information, see Note 13, Power Purchase Agreement Programs, to our consolidated financial statements included in this prospectus. We evaluate our relationships with the PPA entities on an ongoing basis to ensure that we continue to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period balances have been reclassified to conform to the current period presentation.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Significant estimates include assumptions used to compute the best estimate of selling-prices (BESP), fair value of lease and non-lease components, such as estimated output, efficiency and residual value of the Energy Servers, estimates for inventory write-downs, estimates for future cash flows and economic useful lives of property, plant and equipment, other long-term assets, valuation of certain accrued liabilities, such as derivative valuations, accrued warranty and extended maintenance and estimates for recapture of U.S. Treasury grants, income taxes and deferred tax asset valuation allowances, warrant liabilities, stock-based compensation costs, and allocation of profit and losses to the noncontrolling interests. Actual results could differ materially from these estimates under different assumptions and conditions.

Revenue Recognition

We primarily earn revenue from the sale and installation of our Energy Servers to direct and lease customers, by providing services under our operations and maintenance services contracts, and by selling electricity to customers under PPA agreements. We offer our customers several ways to finance their purchase of an Energy Server. Customers may choose to purchase our Energy Servers outright. Customers may also lease our Energy Servers through one of our financing partners as a traditional lease or managed services agreement.

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Finally, customers may purchase electricity through our PPA financing arrangements , in which the customer is required to purchase 100% of the electricity produced by the Energy Servers at agreed-upon rates.

Direct Sales

We recognize revenue from contracts with customers for the sales of products and services included within these contracts in accordance with ASC 605-25 (revenue recognition for multiple-element arrangements).

Revenue from the sale and installation of Energy Servers to direct customers is recognized when all of the following criteria are met:

• Persuasive Evidence of an Arrangement Exists. We rely upon non-cancelable sales agreements and purchase orders to determine the existence of an arrangement.

• Delivery and Acceptance has Occurred. We use shipping documents and confirmation from our installations team that the deployed systems are running at full power as defined in each contract to verify delivery and acceptance.

• The Fee is Fixed or Determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction.

• Collectability is Reasonably Assured. We assess collectability based on the customer’s credit analysis and payment history.

Most of our arrangements, other than renewals of maintenance, are multiple-element arrangements with a combination of Energy Servers, installation, and maintenance services. Products and services generally qualify as separate units of accounting. For multiple-element arrangements, we allocate revenue to each unit of accounting based on an estimated selling price at the arrangement inception. The estimated selling price for each element is based upon the following hierarchy: vendor-specific objective evidence (VSOE) of selling price, if available; third-party evidence (TPE) of selling price, if VSOE of selling price is not available; or best estimate of selling price (BESP), if neither VSOE of selling price nor TPE of selling price are available. The total arrangement consideration is allocated to each separate unit of accounting using the relative estimated selling prices of each unit based on the aforementioned selling price hierarchy. We limit the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting any specified performance conditions.

We have not been able to obtain reliable evidence of the selling price. Given that we have never sold an Energy Server without a maintenance service agreement, and vice-versa, we have no evidence of selling prices for either and virtually no customers have elected to cancel their maintenance agreements and continue to operate the Energy Servers. Our objective is to determine the price at which we would transact business if the items were being sold separately. As a result, we estimate our selling price driven primarily by our expected margin on both the Energy Server and maintenance service agreement based on our respective costs or, in the case of maintenance service agreements, the estimated costs to be incurred during the service period.

Costs for Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). We then apply a margin to the Energy Servers to determine the selling price to be used in our BESP model. Costs for maintenance service arrangements are estimated over the life of the maintenance contracts and include estimated future service costs and future product costs. Product costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, we apply a slightly lower margin to our service costs than to our Energy Servers because we intend to transact separate service sales at margins slightly below Energy Server margins.

The determination of BESP is made through consultation with and approval by our management. As our business offerings evolve over time, we may be required to modify our estimated selling prices in subsequent periods, and our revenue could be adversely affected.

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We do not offer extended payment terms or rights of return for our products. Upon shipment of the product, we defer the product’s revenue until the acceptance criteria have been met. Such amounts are recorded within deferred revenue in the consolidated balance sheets. The related cost of such product is also deferred as a component of deferred cost in the consolidated balance sheets until customer acceptance. Prior to shipment of the product, any prepayment made by the customer is recorded as customer deposits. Customer deposits were $21.1 million, $29.5 million and $16.7 million as of December 31, 2015 and 2016 and June 30, 2017, respectively, and were included in deferred revenue and customer deposits in the consolidated balance sheets.

Traditional Leases

Under this financing option, we sell our Energy Servers through a direct sale to a financing partner, who in turn leases the Energy Servers to the customer under a lease agreement between the customer and the financing partner. In addition, we contract with the customer to provide extended maintenance services from the end of the standard one-year warranty period until the remaining duration of the lease term.

Payments received are recorded within deferred revenue and customer deposits in the consolidated balance sheets until the acceptance criteria, as defined within the customer contract, are met. The related cost of such product is also deferred as a component of deferred cost in the consolidated balance sheets, until acceptance.

We also sell extended maintenance services to our customers that effectively extend the standard warranty coverage. Payments from customers for the extended maintenance contracts are received at the beginning of each service year. Accordingly, the customer payment received is recorded as deferred revenue, and revenue is recognized ratably over the extended maintenance contract.

As discussed within the “direct sales” section above, our arrangements with our traditional lease customers are multiple-element arrangements as they include a combination of Energy Servers, installation and extended maintenance services. Accordingly, we recognize revenue from contracts with customers for the sales of products and services included within these contracts in accordance with ASC 605-25 (revenue recognition for multiple-element arrangements).

Operations and Maintenance Services

We typically provide a standard one-year warranty against manufacturing or performance defects and a performance guarantee to our direct sales and traditional lease customers. The performance guarantee has not resulted in any material obligations to date. We also sell to these customers operations and maintenance services that effectively extend the standard warranty coverage under maintenance agreements for up to twenty additional years. These customers generally have an option to renew or cancel the operations and maintenance services on an annual basis. Revenue is recognized from such operations and maintenance services ratably over the term of the service (or annual renewal period).

Managed Services

We are a party to master lease agreements that provide for the sale of Energy Servers to third-parties and the simultaneous leaseback of the systems, which we then sublease to our customers through our managed services program. In sale-leaseback sublease arrangements, we first determine whether the Energy Servers under the sale-leaseback arrangement are “integral equipment.” An Energy Server is determined to be integral equipment when the cost to remove the system from its existing location, including the shipping costs of the Energy Server at the new site, including any diminution in fair value, exceeds 10% of the fair value of the Energy Server at the time of its original installation.

As the Energy Servers are determined not to be integral equipment, we determine if the leaseback is classified as a capital lease or an operating lease. For leasebacks classified as capital leases, we initially record a

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capital lease asset and capital lease obligation in our consolidated balance sheet equal to the lower of the present value of our future minimum leaseback payments or the fair value of the Energy Servers. For capital leasebacks, we do not recognize any revenue but defer the gross profit comprising the net of the revenue and the associated cost of sale. For leasebacks classified as operating leases, we recognize a portion of the revenue and the associated cost of sale and defer the portion of revenue and cost of sale that represents the gross profit that is equal to the present value of the future minimum lease payments over the master leaseback term. For both capital and operating leasebacks, we record the deferred gross profit in our consolidated balance sheet as deferred income and amortize the deferred income over the leaseback term as a reduction to the leaseback rental expense included in operating leases. To date, our managed services has been classified as operating leases.

PPA Sales

Sales-type Leases. Certain arrangements entered into by Bloom Energy 2009 PPA Project Company, LLC (PPA I), PPA Company IIIa and PPA Company IIIb, our affiliates, qualify as sales-type leases in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 840, Leases (ASC 840). A sale is typically recognized when an Energy Server begins generating electricity and has been accepted. We are responsible for the installation, operation and maintenance of the Energy Servers at the customer’s sites, including running the Energy Servers during the term of the PPAs ranging from 10 to 21 years.

The elements included as part of recurring payments from customers are allocated to revenue using the relative fair value method to both the lease and non-lease elements, including service revenue, which is considered an executory cost, fuel revenue, and interest revenue. Revenue and costs related to such elements are generally recognized over the term of the PPA. The customer has the option to purchase the Energy Servers at the then fair market value at the end of the term of the PPA. Service revenue related to sales-type leases of $10.7 million and $6.7 million for the years ended December 31, 2015 and 2016, respectively, and service revenue related to sales-type leases of $4.4 million and $2.1 million for the six months ended June 30, 2016 and 2017, respectively, is included in service revenue in the consolidated statements of operations. Fuel revenue of $2.8 million and $1.9 million for the years ended December 31, 2015 and 2016, respectively, and fuel revenue of $1.4 million and $0.5 million for the six months ended June 30, 2016 and 2017, respectively, is included in electricity revenue in the consolidated statements of operations. The interest component of the leased asset is deferred as unearned income and is recognized over the life of the lease term as a component of electricity revenue. Interest revenue of $2.5 million and $1.8 million for the years ended December 31, 2015, and 2016, respectively, and interest revenue of $0.8 million and $1.0 million for the six months ended June 30, 2016 and 2017, respectively, is included in electricity revenue in the consolidated statements of operations. We make estimates and judgments about the present value of the minimum lease payments which are based on assumptions that are consistent with our plans and estimates. The amount of our minimum lease payments could be materially affected should the actual amounts differ from our estimates.

Product revenue associated with the sale of the Energy Servers under the PPAs that qualify as sales-type leases is recognized at the present value of the minimum lease payments, which approximate fair value, assuming all other conditions for revenue recognition noted above have also been met.

Operating Leases. PPA arrangements entered into by PPA Company IIIa, PPA Company IIIb, PPA Company IV, and PPA Company V that are, in substance, leases but do not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840 are accounted for as operating leases. Revenue under these arrangements is recognized as electricity sales and provided to the customer at rates specified under the contracts. During the years ended December 31, 2015 and 2016, revenue from electricity sales amounted to $12.7 million and $32.3 million, respectively. During the six months ended June 30, 2016 and 2017, revenue from electricity sales amounted to $12.5 million and $23.3 million, respectively.

Tariff Agreements. PPA Company II entered into an arrangement with Delmarva, PJM Interconnection regional transmission organization (PJM), and the State of Delaware under which PPA Company II provides the energy generated from its Energy Servers to PJM, and receives a certain tariff as collected by Delmarva.

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Revenue at the tariff rate is recognized as electricity sales as it is generated over the term of the tariff. Revenue relating to power generation at the Delmarva sites of $36.9 million and $36.7 million for the years ended December 31, 2015 and 2016, respectively, and revenue relating to power generation at the Delmarva sites of $18.1 million and $18.5 million for the six months ended June 30, 2016 and 2017, respectively, is included in electricity sales in the consolidated statements of operations.

See Note 13, Power Purchase Agreement Programs, in our consolidated financial statements for further information.

Incentives and Grants

Self-Generation Incentive Program (SGIP)

Our PPA entities receive payments under the SGIP which is a program specific to the State of California that provides financial incentives for the installation of new, qualifying self-generation equipment that we own. The SGIP funds are recorded as other current assets until received. For sales-type leases, the benefit of the SGIP is recorded as deferred revenue and is recognized as revenue when the Energy Server is accepted. For operating leases, the benefit of the SGIP funds are recorded as deferred revenue and is amortized on a straight-line basis over the PPA contract period. The SGIP issues 50% of the fully anticipated amount in the first year the equipment is placed into service. The remaining incentive is then paid based on the size of the equipment (i.e., nameplate kilowatt capacity) over the subsequent five years. On July 1, 2016, the CPUC announced that fuel cells will continue to benefit from the incentives provided by the SGIP; however, the SGIP has been modified to provide a greater portion of the incentives for storage technology rather than power generation technology, such as our fuel cells, and has further limited the available allocation of incentives that any participant may claim under the SGIP. In addition, the SGIP will require all eligible power generation sources consuming natural gas to use a minimum of 10% biogas to receive SGIP funds beginning in 2017, with this minimum biogas requirement increasing to 25% in 2018, 50% in 2019 and 100% in 2020. The SGIP is currently scheduled to expire on January 21, 2021 absent extension.

We received $2.4 million and $3.3 million of SGIP funds for the years ended December 31, 2015 and 2016, respectively. We received $0.4 million and $1.4 million of SGIP funds for the six months ended June 30, 2016 and 2017, respectively. The SGIP has operational criteria primarily related to fuel mixture and minimum output for the first five years after the qualified equipment is placed in service. If the operational criteria are not fulfilled, it could result in a partial refund of incentives received. There have been no reductions or refunds of SGIP funds as of June 30, 2017 and while $19.5 million is potentially subject to recapture or refund as of June 30, 2017, we do not expect any recaptures or refunds in the future.

For certain PPA entities, we make SGIP reservations on behalf of the PPA entity. The PPA entity receives the SGIP funds directly from the program and, therefore, bears the risk of loss if these funds are not paid.

U.S. Treasury Grants

We are eligible for U.S. Treasury grants on eligible property as defined under Section 1603 of the American Recovery and Reinvestment Act of 2009. However, to be eligible for the U.S. Treasury grants, a fuel cell system must have commenced construction in 2011 either physically or through the occurrence of sufficient project costs. For fuel cell systems under PPA arrangements, U.S. Treasury grants are considered a component of minimum lease payments. For fuel cell systems deployed under tariff legislation, we record the fuel cell systems net of the U.S. Treasury grants. U.S. Treasury grant receivables are classified as other current assets in our consolidated balance sheets. For operating leases, the benefit of the U.S. Treasury grant is recorded as deferred revenue and is amortized on a straight-line basis over the PPA contract period. We placed in service the last property eligible for U.S. Treasury grants in November of 2013 and collected all of its outstanding remaining U.S. Treasury cash grants during 2014 totaling $54.6 million.

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The U.S. Treasury grant program has operational criteria for the first five years after the qualified equipment is placed in service. The criteria includes cash grant recapture provisions if the applicant disposes of the property to a disqualified person or the property ceases to qualify as a specified energy property. If the operational criteria are not fulfilled, it could result in a partial refund of incentives received. Due to the restructuring of our first PPA entity, as discussed in Note 14, PPA I Decommissioning, we indemnified the tax equity investor from any adverse grant recapture consequences. As a result, we accrued $10.0 million in estimated recapture refunds in 2015. In 2016, we recorded a $1.7 million reduction in our estimate of recapture refunds and paid a total of $8.3 million in recapture refunds. As of June 30, 2017, an additional total of $1.0 million in U.S. Treasury grants are potentially subject to recapture or refund under the PPA arrangements for sites that have not been decommissioned to date. None of this amount was paid during the six months ended June 30, 2017.

Investment Tax Credits (ITC)

Our fuel cell systems are eligible for federal investment tax credits, or ITCs, that accrue to eligible property under Internal Revenue Code Section 48. Under PPA arrangements, ITCs are primarily passed through to tax equity investors. Approximately 1% to 10% of the incentives were received by us, with the balance distributed to the remaining investors of the PPA entity. These incentives were accounted for under the flow-through method. This federal tax benefit expired at December 31, 2016.

The ITC program has operational criteria for the first five years after the qualified equipment is placed in service. If the qualified energy property is disposed of, or otherwise ceases to be investment credit property before the close of the five year recapture period is fulfilled, it could result in a partial reduction of the incentives. No ITC recapture has occurred as of December 31, 2015 and 2016, or for the six months ended June 30, 2017, and while $24.2 million is potentially subject to recapture as of June 30, 2017, we do not expect any recaptures in the future.

Renewable Energy Credits (RECs)

RECs, which are tradeable energy credits that represent 1 megawatt hour of electricity generated from an eligible renewable energy resource generated in the U.S. are primarily ‘held for use’ and are presented as part of other current assets in the consolidated balance sheets until the RECs are sold and accounted for as revenue. We account for such RECs as output from the facility where they originate. We value these RECs at the lower of cost or market at the end of each reporting period.

To the extent the PPA entities do not produce enough RECs to satisfy the requirements under our PPA entities’ power purchase agreements, we also acquire RECs under stand-alone purchase agreements with third parties to satisfy these REC obligations. Under power purchase agreements with some customers, our PPA entities are required to deliver a specified quantity of biogas RECs or WECC (Western Electricity Coordinating Council) RECs. In order to meet these obligations, our PPA entities enter into REC purchase agreements with third parties to purchase a fixed quantity of the relevant RECs at a fixed price and on a fixed schedule. The PPA entities utilize the Western Renewable Energy Information System (WREGIS), an independent tracking system for the region covered by the WECC, which allows the PPA entities to manage RECs purchased and deliver the RECs to satisfy the customer obligation. Purchased RECs used to satisfy customer obligations are recorded at cost and are presented as part of other current assets and other long term assets in the consolidated balance sheets. Costs of RECs purchased are expensed as our obligation to provide such RECs to customers occurs.

We estimate the number of excess RECs we will ultimately acquire under the noncancelable purchase contracts over the number required to satisfy our obligations to our customers. We record a purchase commitment loss if the fair value of RECs is less than the fixed purchase price amount. The purchase commitment loss is recorded on the consolidated balance sheets as a component of other long-term liabilities.

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Customer Financing Receivables

Leases are classified as either operating or sales-type leases in accordance with the relevant accounting guidelines. Customer financing receivables are generated by Energy Servers leased to PPA entities’ customers in leasing arrangements that qualify as sales-type leases. Financing receivables represents the gross minimum lease payments to be received from customers and the system’s estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for sales-type leases are recognized as cost of revenue when the Energy Servers are placed in service.

We review our customer financing receivables by aging category to identify significant customer balances with known disputes or collection issues. In determining the allowance, we make judgments about the creditworthiness of a majority of our customers based on ongoing credit evaluations. We also consider our historical level of credit losses and current economic trends that might impact the level of future credit losses. We write off customer financing receivables when they are deemed uncollectible. We have not had to maintain an allowance for doubtful accounts to reserve for potentially uncollectible customer financing receivables as historically, all of our receivables have been paid and we expect our current receivables on the consolidated balance sheets to be paid in full. For additional information, see Note 14 to our consolidated financial statements, PPA I Decommissioning.

Accounts Receivable

Accounts receivable primarily represents trade receivables from sales to customers recorded at net realizable value. As we do for our customer financing receivables, we review our accounts receivable by aging category to identify significant customer balances with known disputes or collection issues. In determining the allowance, we make judgments about the creditworthiness of a majority of its customers based on ongoing credit evaluations. We also consider our historical level of credit losses and current economic trends that might impact the level of future credit losses. We write off accounts receivable when they are deemed uncollectible. We have not had to maintain an allowance for doubtful accounts to reserve for potentially uncollectible accounts receivable as historically, all of our receivables have been paid and we expect our current receivables on the consolidated balance sheets to be paid in full.

Inventories

Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at the lower of cost or market value.

We record inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for product, including product needed to fulfill our warranty obligations. If actual future demand for our products is less than currently forecasted, additional inventory provisions may be required. Once a provision is recorded, it is maintained until the product to which it relates to is sold or otherwise disposed of.

Long-Lived Assets

Our long-lived assets include property, plant and equipment. The carrying amounts of our long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that we consider in deciding when to perform an impairment review would include significant negative industry or economic trends and significant changes or planned changes in our use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any

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impairment is measured as the difference between the carrying value and the fair value of the impaired asset and we would recognize an impairment loss. If the useful life is shorter than originally estimated, we amortize the remaining carrying value over the new shorter useful life. No material impairment of any long-lived assets was identified in the years ended December 31, 2015 or 2016 or in the six months ended June 30, 2017. When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our general ledger, and the resulting gain or loss is reflected in the consolidated statements of operations.

Warranty Costs

We generally warrant our products sold to our direct customers for one year following the date of acceptance of the products (“standard product warranty”). As part of both our standard warranty and maintenance service agreements (“MSA”), we provide output and efficiency guarantees (collectively “performance guarantees”) to our customers when systems operate below contractually specified levels of efficiency and output. Such amounts have not been material to date.

As part of our standard product warranty and MSA obligations, we control the operations of the underlying systems, including their efficiency and output levels. The performance guarantee payments represent our maintenance decisions and are accounted for as costs of goods sold. To estimate the warranty costs, we continuously monitor product returns for warranty failures and maintain the reserve for the related warranty expense based on various factors including historical warranty claims, field monitoring, and results of lab testing. Our obligations under our standard warranty and MSA agreements are generally in the form of product replacement, repair or reimbursement for higher customer electricity costs (also refer to Note 17, Commitments and Contingencies). Further, if the Energy Servers run at a lower efficiency or power output than what we committed under our performance guarantee, then we will reimburse the customer for this underperformance. Our obligation includes ensuring the customer’s equipment operates at least at the efficiency and power output levels set forth in the customer agreement. Our aggregate reimbursement obligation for this performance guarantee for each order is capped at a portion of the purchase price.

Standard Product Warranty

The standard product warranty covers defects in materials and workmanship under normal use and service conditions, and against manufacturing or performance defects. Our warranty accrual represents our best estimate of the amount necessary to settle future and existing claims during the warranty period as of the balance sheet date. We accrue for warranty costs based on estimated costs that may be incurred under our standard obligations including material costs, labor costs, and higher customer electricity costs, should the units not work for extended periods. Estimated costs associated with standard product warranty, including the performance guarantee payments, are recorded at the time of sale as a component of costs of goods sold.

Maintenance Services Agreements

We also sell MSAs to our customers, which are renewable each year, at the option of the customer. The annual MSAs sold to direct customers and the services offered under our Bloom Electrons and managed services arrangements are executory contracts, in which the related maintenance costs, including the costs of performance guarantees are recognized as they are incurred as a component of costs of goods sold.

Prior to fiscal year 2014, certain MSAs with direct customers were accounted for as separately-priced warranty contracts under ASC 605-20-25 Separately Priced Extended Warranty and Product Maintenance Contracts (formerly FTB 90-1), in which we recorded an accrual for any expected costs that exceed the contracted revenues for that one-year service renewal arrangement, and is included as a component of the accrued warranty liability. The related liability was $18.1 million, $15.8 million, and $8.5 million as of December 31, 2015 and 2016, and at June 30, 2017, respectively.

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Stock-Based Compensation

We account for stock options and restricted stock units (RSUs) awarded to employees and nonemployee directors under the provisions of Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718, “Compensation Stock Compensation,” (ASC 718) using the Black-Scholes valuation model to estimate fair value. The Black-Scholes valuation model requires us to make estimates and assumptions regarding the underlying stock’s fair value. Determining the fair value of stock-based awards at the grant date requires judgment. The determination of the grant date fair value of options using the Black-Scholes model is affected by our estimated common stock fair value as well as assumptions regarding a number of other complex and subjective variables. These variables include the fair value of our common stock, our expected stock price volatility over the expected term of the options, risk-free interest rates and expected dividends that are estimated as follows:

• Fair Value of Common Stock. Our board of directors considers numerous objective and subjective factors to determine the fair value of our common stock at each meeting at which awards were approved, as discussed in “Common and Redeemable Preferred Stock Valuations” below.

• Volatility. We determine the price volatility factor based on the historical volatilities of our peer group as we do not have a sufficient trading history for our common stock. Industry peers consist of several public companies in the technology industry that are similar to us in size, stage of life cycle, and financial leverage. We intend to continue to consistently apply this process using the same or similar public companies until a sufficient amount of historical information regarding the volatility of our own common stock share price becomes available, or unless circumstances change such that the identified companies are no longer similar to us, in which case, more suitable companies whose share prices are publicly available would be utilized in the calculation.

• Expected Term. The expected term represents the period that our stock-based awards are expected to be outstanding. We determined the expected term assumption based on our historical exercise behavior combined with estimates of the post-vesting holding period.

• Risk-Free Interest Rate. We base the risk-free interest rate used in the Black-Scholes valuation model on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term of the options for each option group.

• Dividend Yield. The expected dividend assumption is based on our current expectations about our anticipated dividend policy.

In developing estimates used to calculate assumptions, we establish the expected term for employee options and RSUs, as well as expected forfeiture rates, based on the historical settlement experience and after giving consideration to vesting schedules. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Stock-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. Previously recognized expense is reversed for the portion of awards forfeited prior to vesting as and when forfeitures occurred. We typically record stock-based compensation expense under the straight-line attribution method over the vest term, which is generally five years and record stock-based compensation expense for performance-based awards using the graded-vesting method. Stock-based compensation expense is recorded in the consolidated statements of operations based on the employees’ respective function.

Stock-based compensation cost for RSUs is measured based on the fair value of the underlying shares on the date of grant. RSUs are subject to a time-based vesting condition and a performance-based vesting condition, both of which must be satisfied before the RSUs are vested and settled for shares of common stock. The performance-based condition is tied to a liquidity event, such as a sale event or the completion of our initial public offering. The time-based condition ranges between six months to one year from the end of the lock-up period post a liquidity event. No expense related to these awards will be recognized unless the performance condition is satisfied.

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Compensation expense for equity instruments granted to non-employees is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for equity instruments granted to non-employees is periodically remeasured as the underlying instruments vest. The fair value of the equity instruments is charged to earnings over the term of the service agreement.

We record deferred tax assets for awards that result in deductions on our income tax returns, unless we cannot realize the deduction (i.e., we are in a net operating loss (NOL) position), based on the amount of compensation cost recognized and our statutory tax rate. Prior to December 31, 2016, differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on our income tax return are recorded in additional paid-in capital if the tax deduction exceeds the deferred tax asset (excess tax benefit) or in the consolidated statements of operations if the deferred tax asset exceeds the tax deduction and no additional excess tax benefit exists from previous awards. Beginning in the first quarter of fiscal 2017, with the adoption of ASU 2016-09 on a prospective basis, stock-based compensation excess tax benefits or deficiencies are reflected in the consolidated statements of operations as a component of the provision for income taxes. No tax benefit or expense for stock-based compensation has been recorded during the years ended December 31, 2015 and 2016 and in the six month period ended June 30, 2017, since we remain in an NOL position.

During the years ended December 31, 2015, and 2016, we recognized $20.9 million and $28.2 million of employee stock-based compensation expense, respectively. During the six months ended June 30, 2016 and 2017, we recognized $12.4 million and $14.7 million of employee stock-based compensation expense, respectively. The compensation expense is allocated on a departmental basis, based on the classification of the option holder.

No income tax benefits have been recognized in the consolidated statement of operations for stock-based compensation arrangements, and no stock-based compensation costs have been capitalized in the years ended December 31, 2015 and 2016, or in the six months ended June 30, 2017.

The following table summarizes the assumptions relating to our stock options and RSUs as follows:

	Years Ended December 31,		Six Months Ended June 30,
	2015	2016	2016	2017
Risk-free interest rate	1.58% -1.91%	1.23% -1.69%	1.23%-1.70%	2.01%-2.07%
Expected term (in years)	5.49 - 6.33	6.00- 6.54	6.00 -6.46	6.08-6.62
Expected dividend yield	—	—	—	—
Expected volatility	58.7% -65.6%	59.3% -60.9%	60.7%-60.9%	59.8%-61.0%
Weighted average grant date fair value	$11.47	$15.96	$15.65	$14.43

Refer to Note 24, Stock Option Plan, of our consolidated financial statements for further discussion of our stock-based compensation arrangements.

Common and Redeemable Preferred Stock Valuations

Prior to this offering, the fair value of the common and redeemable preferred stock underlying our stock options, RSUs, and warrants was determined by our board of directors. The valuations of our common and redeemable preferred stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions used in the valuation models were based on future expectations combined with management judgment. Members of our board of directors and management team have extensive business, financial, and investing experience. Because there had been no public market for our

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common or redeemable preferred stock, the board of directors with input from management exercised significant judgment and considered numerous objective and subjective factors to determine the fair value of common and redeemable preferred stock as of the date of each option, RSU, and warrant, including the following factors:

• contemporaneous valuations performed by unrelated third-party specialists;

• the prices, rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock;

• our actual operating and financial performance;

• our current business conditions and projections;

• secondary transactions;

• our hiring of key personnel and the experience of our management;

• our history and the timing of the introduction of new products and services;

• our stage of development;

• our likelihood of achieving a liquidity event, such as an initial public offering or a merger or acquisition of our company, given prevailing market conditions;

• the lack of marketability involving securities in a private company;

• the market performance of comparable publicly traded companies; and

• the U.S. and global capital markets conditions.

In valuing our common and redeemable preferred stock, our board of directors utilized the probability-weighted expected return method, or PWERM. Under the PWERM, the value of the common and redeemable preferred stock is estimated based on analysis of future values for the common and redeemable preferred stock assuming relevant events and expected future exit scenarios. The exit scenarios consisted of initial public offering scenarios and a merger and acquisition scenario. The enterprise value derived under each scenario was based primarily on the income approach and our probability weighted expected exit values under each scenario. Additionally, we applied a discount for lack of marketability. Further, we applied certain weights to the PWERM conclusion described above as well as to the weighted average common share price from secondary transactions occurring in the period leading up to the valuation date to conclude the fair value of the common and redeemable preferred stock.

Following this offering, valuation models, including the estimates and assumptions used in such models, will not be necessary to determine the fair value of our common and redeemable preferred stock, as shares of our common stock will be traded in the public market and the redeemable preferred stock will be redeemed to common stock.

Based on an assumed initial public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, the aggregate intrinsic value of stock options, RSUs, and warrants outstanding as of December 31, 2016 was $         million, with $         related to vested stock options.

Income Taxes

We account for income taxes using the liability method under Financial Accounting Standards Board Accounting Standards Codification Topic 740, “Income Taxes,” (ASC 740). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards, and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, we must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. We have provided a full valuation allowance on our deferred tax assets because we believe it is more likely than not that its deferred tax assets will not be realized.

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We record a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on our tax return. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. We establish reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate, as well as applicable interest and penalties accrued on these reserve positions.

The valuation allowance is determined in accordance with the provisions of ASC 740, which requires an assessment of both negative and positive evidence when measuring the need for a valuation allowance. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. The amount of our valuation allowance could be materially affected should the actual amounts differ from our estimates. Any adjustment to the deferred tax asset valuation allowance would be recorded in the statement of operations in the periods when the adjustment is determined to be required.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), to replace the existing revenue recognition criteria for contracts with customers and to establish the disclosure requirements for revenue from contracts with customers. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, to defer the effective date of ASU 2014-09 to interim and annual periods beginning after December 15, 2017, with early adoption permitted. In March, April and May 2016, the FASB issued ASU 2016-08, Principal versus Agent Considerations, ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, to clarify the guidance in ASU 2014-09. Adoption of the ASUs is either retrospective to each prior period presented or retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date. We are currently assessing the impact of the ASUs on our consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Compensation – Stock Compensation (Topic 718), which provides new guidance on accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The update requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition under Accounting Standards Codification Topic 718 Compensation — Stock Compensation, and to apply existing guidance as it relates to awards with performance conditions that affect vesting to account for such awards. The update is effective for the interim and annual periods beginning after December 15, 2015. The adoption of this standard update is not expected to impact our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-13, Consolidation- Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financial Entity (Topic 810). The update requires a reporting entity that consolidates a collateralized financing entity and measures the financial assets and the financial liabilities using the measurement alternative shall disclose the fair value measurement on financial instruments for the financial assets and the financial liabilities of the consolidated collateralized financing entity. The amendments in this Update are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. For entities other than public business entities, the amendments in this Update are effective for annual periods ending after December 15, 2016, and interim periods beginning after December 15, 2016. The adoption of this standard had no material impact our consolidated financial statements.

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In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). The amendments in this Update provide guidance in accounting principles generally accepted in the United States of America about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The ASU is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. Early application is permitted. The Company adopted the ASU prospectively on December 31, 2016, and the adoption had no material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest – Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30), to require debt issuance costs to be presented as an offset against debt outstanding as opposed to an asset. The ASU is effective for annual periods beginning after December 15, 2015 and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted. Adoption of the ASU is retrospective to each prior period presented. As a result, for each prior period presented, we reclassified the debt issuance costs previously recorded within prepaid expenses and other current assets and other long-term assets to current and long-term portion of debt. As of December 31, 2015, we adopted the ASU and reclassified $8.8 million in debt issuance costs.

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330), to specify that inventory should be subsequently measured at the lower of cost or net realizable value, which is the ordinary selling price less any completion, transportation and disposal costs. However, the ASU does not apply to inventory measured using the last-in-first-out or retail methods. The ASU is effective for interim and annual periods beginning after December 15, 2016. We adopted the ASU prospectively in January 2017, and the adoption had no material impact on our consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), amending the accounting for income taxes and requiring all deferred tax assets and liabilities to be classified as non-current on the consolidated balance sheet. The ASU is effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The ASU may be adopted either prospectively or retrospectively. We adopted this standard during 2015 and the adoption resulted in a reclassification of $0.7 million of our net current deferred tax asset to the net non-current deferred tax asset in the consolidated balance sheet as of December 31, 2015.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will replace most existing lease accounting guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize the rights and obligations resulting from leases as assets and liabilities. ASU 2016-02 requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU 2016-02 will be effective for us beginning in fiscal 2019, and requires the modified retrospective method of adoption. Early adoption is permitted. We are in the process of determining the method and timing of adoption and assessing the impact of ASU 2016-02 on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06, Contingent Put and Call Options in Debt Instruments (Topic 815), to clarify when a contingent put or call option to accelerate the repayment of debt is an embedded derivative. The ASU is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. Adoption of the ASU is modified retrospective. We adopted the ASU in January 2017, and the adoption has no material impact on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07, Investments – Equity Method and Joint Ventures (Topic 323), simplifying the transition to the equity method of accounting. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendments are effective for all entities for fiscal years,

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and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. We adopted the ASU prospectively in January 2017, and the adoption had no material impact on our consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation: Improvements to Employee Share-Based Payment Account (Topic 718). The amendment simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, statutory tax withholding requirements, and cash flow statements. For public entities, the update is effective for fiscal years and interim periods within those beginning after December 15, 2016. We adopted the standard prospectively in January 2017. We have elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. Since we remain in the net operating loss position and there are no excess tax benefits in the six months ended June 30, 2017, the adoption has no material impact on our consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients (Topic 606), which provides clarifying guidance in certain narrow areas and adds some practical expedients. The effective dates for these ASU’s is the same as the effective date for ASU 2014-09. We are currently evaluating the impact, if any, that these ASUs will have on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). The pronouncement was issued to provide more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology. This pronouncement is effective for reporting periods beginning after December 15, 2019 using a modified retrospective adoption method. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We are currently evaluating the impact of the adoption of this update on our consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230), which clarifies the classification of the activity in the consolidated statements of cash flows and how the predominant principle should be applied when cash receipts and cash payments have more than one class of cash flows. This pronouncement is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. Adoption will be applied retrospectively to all periods presented. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory (Topic 740), which requires that the entities recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The amendments in this ASU are effective for public business entities in annual reporting periods beginning after December 15, 2017 and for the interim periods therein, and for all other entities in annual reporting periods beginning after December 15, 2018, and interim reporting periods in annual reporting periods beginning after December 15, 2019. Early adoption is permitted only at the beginning of an annual period for which no financial statements (interim or annual) have already been issued or made available for issuance. We are currently evaluating the impact of our its pending adoption of this standard on our consolidated financial statements.

In October 2016, the FASB issued ASU 2016-17, Consolidation – Interests Held through Related Parties That Are under Common Control (Topic 810). The new guidance amends the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. This pronouncement is effective for fiscal years, beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted.

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We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows – Restricted Cash (Topic 230), related to the presentation of restricted cash in the statement of cash flows. The pronouncement requires that a statement of cash flows explain the change during the period in cash, cash equivalents, and amounts generally described as restricted cash. Amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts. This guidance is effective annual periods beginning after December 15, 2017. We elected to early adopt the standard on a retrospective basis in January 2017.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805). It revises the definition of a business and provides a framework to evaluate when an input and a substantive process are present in an acquisition to be considered a business. This guidance is effective for annual periods beginning after December 15, 2017. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This guidance is effective for annual periods beginning after December 15, 2017. We are currently evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.

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BUSINESS

Overview

Our mission is to make clean, reliable energy affordable for everyone in the world. In short, we believe the world needs a better electron. To fulfill this mission, we have developed an advanced distributed electric power solution that is redefining the $2.5 trillion electric power market and transforming how power is generated and delivered, with the commercial and industrial (C&I) segments as our initial focus. Our solution, the Bloom Energy Server, is an on-site stationary power generation platform, built for the digital age and capable of delivering uninterrupted, 24x7 base load power that is fault tolerant, resilient and clean. The Bloom Energy Server converts standard low-pressure natural gas or biogas into electricity through an electrochemical process without combustion, resulting in very high conversion efficiencies and lower greenhouse gas emissions than conventional fossil fuel generation such as coal or oil combustion. A typical configuration produces 250 kilowatts of power in a footprint roughly equivalent to that of half of a standard 30 foot shipping container, or approximately 125 times more space-efficient than solar power generation. 250 kilowatts of power is roughly equivalent to the constant power, or base load, requirement of a typical big box retail store. Any number of these Energy Server systems can be clustered together in various configurations to form solutions from hundreds of kilowatts to many tens of megawatts. The cost of electricity delivered by our solution is often favorable compared to grid-supplied power in the areas where our Energy Servers are deployed. Most importantly, the electricity produced by our systems offers our customers a significant advantage in predictable economics compared to rising and unpredictable grid prices. As a result, our system has been adopted by some of the largest companies in the world, including 24 of the Fortune 100 companies as of June 30, 2017.

The traditional centralized electric grid infrastructure requires significant investment for its maintenance, upgrade and operation, which has been continually driving up the cost of grid power. The electric grid has inherent vulnerabilities and is susceptible to failures due to natural disasters as well as cyber-attacks and physical sabotage. The daisy-chain topology of the centralized grid has a tendency to cascade outages rather than to contain them. Because our on-site stationary power systems are located at the point of consumption, our Energy Servers, when configured with our uninterruptible power module (UPM), largely avoid the existing electric power grid’s inherent vulnerability to outages from weather events and other threats, as well as the additional losses of efficiency associated with the transmission of power over long distances. Our Energy Servers are modular, redundant, and can be “hot swapped,” or serviced without interruption, offering very high availability to our customers.

According to the United Nations Development Programme, 1.3 billion people worldwide live without electricity—more than one in five people around the globe. In emerging countries, where there tends to be an acute shortage of electricity, it is often not economically viable to construct a new centralized grid due to the significant upfront investment required. We believe there is a leap-frogging opportunity in emerging economies to bypass the development or expansion of a centralized electric grid with a network of micro-grids powered by distributed power generation.

The electric grid typically delivers power generated by sources with a high carbon footprint, and there is increasing pressure to reduce resulting carbon dioxide and other greenhouse gas emissions. There is a rising demand for uninterruptible, distributed, clean electricity solutions that overcome the challenges of the traditional grid, and can address the requirements of the digital economy by delivering 24x7 electric power, with very high availability, reliability and quality. Our Energy Servers operate on-site at very high efficiencies using natural gas or biogas, offering significant greenhouse gas reductions, and, unlike prevalent renewable technologies such as wind and solar, provide a viable alternative to base load electricity generated by a central power plant.

We designed our solution as an alternative to the electric grid, with our value proposition centered on reliability, resiliency and sustainability, combined with attractive and predictable economics. Our systems deliver 24x7, clean base load power customized for today’s digital world, with high predictability and certainty of value

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for our customers over the long term. We have invested over $2.2 billion into building our company and developing our solution, and have continuously innovated and evolved our technology over time. Our latest solution is significantly less expensive to produce than our first commercially deployed solution in 2008, allowing us to expand our target markets. Our team has decades of experience in the various specialized disciplines and systems engineering concepts unique to this technology. We had 190 issued patents in the United States and 77 issued patents internationally as of June 30, 2017.

Our solution is capable of addressing customer needs across a wide range of industry verticals, including big box retail and grocery stores, corporate campuses, healthcare facilities, telecommunications and advanced data centers. However, we believe that we are capturing only a small percentage of our largest customers’ total energy spend, which gives us a significant opportunity for growth, particularly as the price of grid power increases in areas where our customers have additional sites. As of June 30, 2017, we had 263 megawatts in total deployed systems and as of December 31, 2016, we had an additional product sales backlog of 87.1 megawatts.

History

Bloom Energy was founded in 2001 with the mission to make clean, reliable energy affordable for everyone in the world. To fulfill this mission, we created the Bloom Energy Server, based on proprietary, advanced solid oxide fuel cell technology, which delivers always-on power that is highly reliable, resilient, clean, accessible and cost predictable. Our team has decades of experience in solid oxide fuel cell technology. In 2002, Kleiner Perkins Caufield Byers became our first venture capital investor. In 2008, we delivered our first commercial installation, which was for a major technology company. As of June 30, 2017, we had 263 megawatts total deployed systems and our customers included 24 of the Fortune 100 companies.

Industry Background

People around the world depend upon access to reliable and affordable electric power for a healthy, functioning economy and for delivery of essential services. According to Marketline, the market for electric power is one of the largest sectors of the global economy with an annual spend of $2.5 trillion in 2014, and is projected to grow at a compound annual growth rate of 7.6% to $3.6 trillion in 2019.

There are numerous challenges driving a transformation in how electricity is produced, delivered and consumed. We believe that this transformation will be similar to the seismic shifts seen in the computer and telecommunications industries, from centralized mainframe computing and landline telephone systems to ubiquitous and highly personalized distributed technologies.

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Some of the key challenges facing the electric power market are:

Increasing costs to maintain and operate the existing electric grid

The U.S. Department of Energy has recently described the U.S. electricity grid as “aging, inefficient, congested, and incapable of meeting the future energy needs of the information economy,” while the American Society of Civil Engineers gave the U.S. energy infrastructure a grade of D+ in 2013. The electric power grid has suffered from insufficient investment in critical infrastructure as a result of complexities surrounding the ownership, operation and regulation of grid infrastructure, compounded by the challenges of large capital costs and lack of adequate innovation. The Edison Electric Institute estimated that between 2015 and 2017, U.S. investor-owned electric utilities will need to make total capital expenditure investments of approximately $300 billion.

Inherent vulnerability of existing grid design

The existing electric grid architecture features centralized, monolithic power plants and mostly above-ground transmission and distribution wires. This design has numerous points of failure and limited redundancy, and the daisy-chain topology can cascade outages rather than contain them. For example, in 2003, an initial failure blamed on a tree branch in Ohio set off outages that cascaded across eight states and parts of Canada, cutting power for 50 million people. Similarly, in 2011, a dropped transmission line in Arizona cascaded and created a massive outage across Southern California.

Furthermore, the limits of this design, coupled with aging and underinvested infrastructure, leaves the grid vulnerable to natural disasters such as hurricanes, earthquakes, drought, wildfires, flooding and extreme temperatures. For example, Hurricane Sandy knocked out power to 8.5 million customers from North Carolina to Maine, and as far west as Illinois and Michigan. The U.S. Council of Economic Advisers and U.S. Department of Energy estimate that weather-related electricity outages cost the U.S. economy up to $335 billion between 2003 and 2012. Some of these natural disasters are increasing in frequency and severity, a trend expected to continue due to climate change and other factors, which will likely increase the cost of grid-supplied power to customers.

There is also increasing concern over the threat of cyber-attack and physical sabotage to the centralized grid infrastructure. In 2011, Secretary of Defense Leon Panetta testified to Congress that “the next Pearl Harbor” could be a cyber-attack on critical U.S. infrastructure, including the electric power grid.

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Lack of access to affordable and reliable electricity in developing countries

According to the United Nations Development Programme, 1.3 billion people worldwide live without electricity—more than one in five people around the globe. For developing countries to grow their economies, they must expand access to reliable and affordable electric power. Building a centralized grid system, in addition to its inherent limitations, can also be infeasible due to the lack of adequate capital for upfront investment. Moreover, in dense urban areas, the costs of building this infrastructure are compounded by a lack of urban planning. In rural areas, using the centralized model to transmit and distribute electricity to low-density populations is economically unviable. As a result, we believe these countries are likely to develop a hybrid solution consisting of both centralized and distributed electrical power infrastructure to accelerate availability of power.

Increasing concern over climate change

In response to rising concern over climate change, the 2015 Paris COP21 climate talks resulted in a global consensus that the rate of release of carbon dioxide and other greenhouse gases must be reduced with an increased sense of urgency. The electric power sector, which today produces more greenhouse gases than any other sector of the global economy, is under increasing pressure to do its part. Policy initiatives to reduce greenhouse gases from power generation are widespread, including renewable portfolio standards, or mandated targets for low-or zero-carbon power generation.

Intermittent generation sources negatively impacting grid stability

According to the Department of Energy’s Quadrennial Energy Review in 2015, electricity generation from wind grew over three-fold while solar grew over 20-fold between 2008 and 2014. While these renewable sources help to reduce greenhouse gas emissions, they provide only intermittent power to the grid, which compromises the grid’s ability to deliver 24x7 reliable electric power. Even with this substantial growth, solar power contributed only 0.7% of total energy generation in the United States in 2015. As the penetration of these resources increases, balancing real-time supply and demand becomes more challenging and costly.

Due to these challenges, we need 24x7 electric power solutions that are reliable, clean and without the shortcomings of the existing grid infrastructure. This need is especially acute in the C&I segments, representing 68% of global electricity consumption, according to Marketline, where cost and reliability have a direct impact on profitability and business sustainability.

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Our Solution

Our Bloom Energy Server is an advanced distributed power generation system that delivers customizable clean, always-on, primary base load power on-site.

The Bloom Energy Server is based on our proprietary solid oxide fuel cell technology, which converts fuel into electricity through an electrochemical process without combustion. The only input to the system is standard low-pressure natural gas or biogas from municipal gas lines. The high-quality electrical output of the Energy Server is connected to the customer’s main electrical feed, capable of avoiding the transmission and distribution losses associated with the centralized grid system. Each Bloom Energy Server is modular and composed of independent 50 kilowatt power modules. A typical configuration includes multiple power modules in a single Energy Server, which produces 250 kilowatts of power in a footprint roughly equivalent to that of half a standard 30 foot shipping container, or approximately 125 times more space-efficient than solar power generation. Any number of these Energy Server systems can be clustered together in various configurations to form solutions from hundreds of kilowatts to many tens of megawatts. Our solution, the Bloom Energy Server, is inspired by the example of smart phones – a single core platform that can be highly customized to the needs of its user through the addition of any of a wide variety of applications that extend features and provide benefits to the user. The Bloom Energy Server provides a single core technology platform that is easily customizable and upgradeable to add new energy features and capabilities. The Bloom Energy Server is easily integrated into corporate environments due to its aesthetically attractive design, compact space requirement, minimal noise profile and lack of harmful emissions.

Pictured below (from left to right) are: a 400 kilowatt office tower set back; multiple Energy Servers comprising a 650 kilowatt solution; and a 27 megawatt utility-scale deployment.

Our Value Proposition

Our value proposition is centered around the ability to easily customize electric power solutions tuned to customer needs on four key dimensions: reliability, resiliency, sustainability and predictable economics. While the relative importance of these attributes can vary by customer, the combination of these four factors is a significant differentiator for us in the marketplace. We provide a complete, integrated “behind-the-meter” solution including installation, equipment, service, maintenance and, in some cases, bundled fuel. The four elements of our value proposition emphasize those areas where there is a strong customer need and where we believe we can deliver superior performance.

Reliability. Our Energy Servers deliver always-on, 24x7 base load power that can be used with or without complementary intermittent power sources. The output of our Energy Servers is designed to meet the requirements of the digital economy, with very high availability of power, mission-critical reliability and grid-independent capabilities. Bloom provides highly customizable power, including quality, voltage, and current, which can be tuned to specific customer requirements, from a single technology platform. The Bloom Energy Server can be configured to eliminate the need for traditional backup power equipment such as diesel generators, batteries or UPS systems.

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Resiliency. Our Energy Servers avoid the vulnerabilities of conventional transmission and distribution lines by generating power on-site. The system operates at very high availability due to its modular and fault-tolerant design, which includes multiple independent power generation modules that are hot swappable. Importantly, our systems utilize the reliable and resilient natural gas infrastructure, which is a mesh network buried underground, unlike the daisy chain, above-ground electric grid architecture. A failure at one point in the natural gas system does not necessarily cause the same kind of cascading failure that can occur on the electrical grid.

Sustainability. Our Energy Servers are fuel-flexible, enabling our customers to choose the fuel source that best fits their needs based on availability, cost and carbon footprint. When running on natural gas, compared to average emissions across the U.S. grid, Bloom Energy Servers deployed since 2012 running on natural gas produce 50% less carbon emissions compared to average incremental electricity production by the U.S. grid. Bloom Energy Servers can also utilize renewable biogas to generate carbon-neutral electricity. In both cases, our Energy Servers emit virtually no criteria air pollutants, including NOx or SOx. As of June 30, 2017, approximately 8% of our deployed fleet of Energy Servers, by megawatts deployed, utilized biogas.

Bloom Energy Servers use virtually no water in normal operation. On average, to produce one megawatt per hour for a year, thermoelectric power generation for the U.S. grid withdraws approximately 156 million gallons of water more than Bloom Energy Servers.

Predictable economics. In contrast to the rising and unpredictable cost outlook for grid electricity, we offer our customers the ability to lock in cost for electric power over the long term. We provide customers with a solution that includes all of the fixed equipment and maintenance costs for the life of the contract. With the addition of an optional integrated storage solution, Bloom can also help customers to load shift and peak shave – reducing their exposure to peak power costs from the grid. We also enable our customers to scale from a few hundred kilowatts to many megawatts on a “pay-as-you-grow” basis.

Factors Driving Customer Adoption

Key factors that are driving the rapid adoption of our solution include:

Customers are driving a growing requirement for customized, high-quality and reliable power in the increasingly pervasive digital economy. The proliferation of cloud services and big data, and the associated explosion in demand for computing power, is reshaping the type and quality of power demanded by the digital economy. For providers and users of cloud services, uninterruptible, high-quality power is essential—requirements that the legacy grid is struggling to meet. Our highly available and scalable solution can replace the current patchwork of solutions, which include surge protectors, UPS and back-up generators.

Customers are seeking an alternative to the unpredictable and rising price of grid power. As illustrated in the following table, grid costs in the United States have been rising for decades and are expected to continue to rise over the long term. In the shorter term, grid prices can be volatile, driven by regulatory judgments, commodity prices and the impact of external events such as weather. In contrast, we offer a complete turn-key solution, including equipment, installation, and operations and maintenance, that can provide customers with a

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competitive and predictable cost for their electricity for periods of up to 20 years. Even if there are significant variations in natural gas prices, we expect our solution to remain competitive with grid costs in our target markets as the wholesale prices of electricity are highly dependent on the price of natural gas and our current generation Energy Server utilizes natural gas at an efficiency that is 14% to 31% better than traditional power plants. Customers also have the option to enter into long term natural gas contracts at fixed prices for up to ten years, which is not an option available for grid electricity.

Average Cost of Electricity in Top 10 States (by total consumption)

Average retail price (cents / kWh)	1990-1994		1995-1999		2000-2004		2005-2009		2010-2014
Texas		6.16		6.11		7.19		10.09		8.90
California*		9.48		9.34		11.20		12.60		13.81
Florida		7.07		7.05		7.55		10.35		10.52
Ohio		6.09		6.31		6.68		8.02		9.24
Pennsylvania		7.90		7.69		7.95		8.99		10.15
Illinois		7.59		7.50		6.89		8.17		8.82
New York*		10.20		10.80		11.82		15.27		15.83
Georgia		6.61		6.41		6.35		8.11		9.51
North Carolina*		6.54		6.50		6.73		7.80		9.01
Virginia*		6.17		6.05		6.21		7.51		8.95

Source: U.S. Energy Information Administration

* States where Bloom Energy Servers are currently deployed.

Our technology is proven with industry-leading customers. Our approach to innovation is evolutionary — every generation of our technology builds on a proven core and factors in lessons learned from our broadly deployed fleet. Our systems have been deployed with Fortune 500 customers since 2008 and have reached 263 megawatts in total as of June 30, 2017. Our systems have operated without disruption through natural disasters such as Hurricane Sandy and the 6.0 Richter scale earthquake near Napa, California in 2014.

The natural gas revolution has provided an economically attractive means for achieving carbon reduction. Natural gas, an important bridge fuel to the lower-carbon future, is now in abundant supply at economically attractive prices. This abundance, coupled with new technologies such as our Energy Servers that convert this fuel into electricity at high efficiency, will play a major role in replacing high-carbon fuels such as coal and oil.

Our Growth Strategy

Our growth strategies include:

Maintain technology leadership and leverage first-mover advantage

Our technology leadership is considerable and we have a well-established track record of continuous improvement. Our priority is to continue to advance our technology and build on this leadership position.

Significant and sustained improvements in “power density.” We have continually added more generation capacity into the same footprint and expect to continue to do so with successive generations of our technology. Today’s Bloom Energy Servers are capable of delivering five times the power of our first-generation system only five years ago, while staying within approximately the same service footprint. It is also an increasingly powerful differentiator versus other solutions such as solar, which requires at least 125 times more space—which is often unavailable—to deliver the same amount of power as one Bloom Energy Server does today.

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Installed Capacity Footprint Comparison: 1 megawatt Solar PV (6,250 m²) vs. 1 megawatt Bloom Energy (50m²)

Continual increases in electrical efficiency. Efficiency is defined as the percentage of the energy in the fuel that is converted to electricity. The higher the efficiency, the less fuel used to generate a given unit of electric power output, resulting in lower fuel costs. Today, our Energy Servers are significantly more efficient than the average of the U.S. grid. The latest generation of our Energy Servers, which began shipping in 2015, is capable of beginning-of-life (BOL) efficiencies of 65%, and we expect to further improve the efficiency in succeeding generations. The BOL efficiency of an Energy Server is expected to decrease over the life of the Energy Server, but we seek to maintain performance in the 53% to 65% range to ensure the Energy Systems fulfill applicable efficiency warranties. Because the Energy Servers are composed of multiple power modules containing many fuel cells, we have the ability to support an Energy Server’s efficiency by replacing the fuel cells in the Energy Server.

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Expanded feature sets and sizing options to address new market opportunities. The Bloom Energy Server was designed to be a technology platform which can support extended capabilities from Bloom and other suppliers. The Bloom Energy Server platform provides the hardware and software building blocks that can be deployed in different configurations to provide market-specific solutions. For example, we are now offering the option of a fully integrated energy storage solution provided by PowerSecure (a unit of The Southern Company) to help customers avoid peak grid electricity power rates, and to provide greater resiliency to grid outages. We may also provide smaller or custom solutions which could allow us to address additional markets, such as powering cell sites in the mobile telephony market and franchise retail, in the future. Our current offering is well suited for multi-tenant housing, a segment that we intend to address in emerging economies as we expand to international markets. The platform components can also be configured to provide larger systems for utility or large industrial applications.

Grow wallet share with existing customers and acquire new customers

We employ a “land and expand” model, in which our strategy is to prove the value of Bloom solutions to our customers, establish incumbency and grow share of wallet as we create more value across more of our customers’ facilities over time. Approximately three quarters of our sales volume since 2011 has been derived from repeat customers. These repeat orders provide better visibility into our sales pipeline and also lower our cost of sales. The quality and staying power of our customers are important factors contributing to our confidence in this strategy. We currently target primarily Fortune 500 customers with very significant electric power spend. Given our customers’ large total electric power spend, we view the current low penetration rate as a significant opportunity for growth.

While we expect that the majority of our near-term volume will continue to be derived from repeat customers, we remain focused on acquiring new customers. The successful adoption of our solution by industry leaders has also encouraged new customers of similar scale and electricity demand to follow suit. As a result, while volume has been driven by repeat customers, the majority of new sales contracts since 2011 are with new customers.

Drive production cost reductions to expand our market

Since our initial commercial deployments eight years ago, we have continually brought the production cost of our systems down. We expect technology innovation to drive further reductions as each successive generation of Bloom Energy Servers builds on the design and field experience of all previous generations. As our production costs continue to decrease this will enable us to expand into new markets. Furthermore, we expect that increased

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production volumes will lead to further cost reductions, enabling improved margins. On a per unit basis, which we measure in dollars-per-kilowatt, we have reduced our material costs by over 75% from the inception of our first generation Energy Server to our current generation Energy Server. Material costs per unit came down by more than 50% over the life of our first generation system and by over 40% over the life of our second generation system. With each successive new generation, we have been able to reduce the material costs compared to the prior generation’s material costs: Our second generation had material costs at the start of production that were approximately 60% lower per kilowatt than our first generation and our third generation had material costs at the start of production that were more than 35% lower per kilowatt than our second generation.

Expand into international markets and new fast-growing segments

International. Most of our current and target customers have global footprints, which we expect will be another avenue for growth while also lowering the cost and risk of new market entry. Today, we have installations in Japan and India.

We also target fast-growing segments where we believe we can deliver significant value including data centers and critical facilities such as distribution centers, which cannot suffer even a momentary disruption to power without significant negative consequences. We will consider using contractors to provide basic installation and operations and maintenance services in international locations.

Data Centers. When equipped with Uninterruptable Power Modules (UPMs), we can provide primary power for data centers with up to Tier III availability and reliability without reliance on traditional back up or power conditioning equipment. A customer-commissioned study by the University of Illinois, Champaign-Urbana projects that a Bloom Energy solution configured to provide mission-critical power would be significantly more reliable than a traditional topology of grid power plus uninterruptible power systems and diesel backup. According to Technavio, a leading market research company, the global data center power market was valued at $9.9 billion in 2014 and is expected to reach $18.7 billion by 2019, growing at a compound annual growth rate of 14%.

Micro-Grids. As communities and organizations look to mitigate the risk of grid power outages, there is significant and growing interest in micro-grids, which combine distributed power generation and storage into a network that can be isolated from the larger grid. Our flexible architecture allows integration of our systems with these other distributed generation sources and technologies, such as solar and storage, by providing the stable always-on primary power—a key requirement for a micro-grid solution. According to Technavio, the global micro-grid market was valued at $9.2 billion in 2014 and is expected to reach $21.8 billion by 2019, growing at a compound annual growth rate of 19%.

We believe many developing countries will leapfrog to a micro-grid, hybrid centralized/distributed infrastructure similar to how many such countries also bypassed fixed landline infrastructure and directly adopted mobile telephony.

We are well-positioned to compete in this market by providing a field-customizable, on-site, always-on base load power generation system—a key requirement for a micro-grid solution.

Provide innovative financing options to our customers

We intend to continue to assist our customers by providing innovative financing options to purchase our solution and grow our market opportunity. We have developed multiple options for our customers to acquire the power our Energy Servers produce. These offerings provide a range of options that enable customers to do business with us and secure power best customized to their needs. Our customers can purchase our systems outright, with operations and maintenance services contracts, or purchase the electricity that our Energy Servers produce without any upfront costs through various financing vehicles, including leases and power purchase

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agreements (PPAs), that combine the cost of our systems, warranty and service, financing, and in some cases fuel into monthly payments based on the electricity produced.

Technology

The fuel cells in our Energy Servers convert fuel, such as natural gas or biogas, into electricity through an electrochemical reaction without burning the fuel. Each individual fuel cell is composed of three layers: an electrolyte sandwiched between a cathode and an anode. The electrolyte is a solid ceramic material, and the anode and cathode are made from inks that coat the electrolyte. Unlike other types of fuel cells, no precious metals, corrosive acids or molten materials are required.

To fuel the electrochemical reaction, natural gas enters the anode side, where it mixes with steam to produce reformed fuel. As the reformed fuel crosses the anode, it attracts oxygen ions from the air on the cathode side. The oxygen ions combine with the reformed fuel to produce electricity, water, heat and small amounts of carbon dioxide. The water and heat get recycled to produce the steam needed to reform the fuel. This enables a highly efficient electrochemical reaction to produce electricity without any requirement for water, other than to start the system.

These fuel cells are the foundational building block of the Bloom Energy Server. We combine a number of the fuel cells into a stack, and then combine a number of the stacks to form 50 kilowatt power modules (depending upon the generation required by the customer). Each module contains hundreds of individual fuel cells that produce DC power. A complete Bloom Energy Server combines the power modules with a fuel processing module and an AC module that contains DC-to-AC converters and transformers. Each power module in a Bloom Energy Server operates independently and can be hot swapped, or decommissioned, replaced or serviced without shutting down the entire system. This modular approach leads to high availability as well as upgradability. In addition, every new generation of our fuel cell technology is designed to be backward compatible for power module replacement and upgrades. This allows us to maintain the existing Bloom Energy Server fleet with the latest generation of technology, while simplifying our manufacturing.

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Any number of these Energy Server systems can be arranged in various configurations to form solutions from hundreds of kilowatts to many tens of megawatts. Regardless of the starting size of a solution, further scaling can be accomplished after the initial solution deployment, creating on-going flexibility and scalability for the customer. This feature allows a customer to “pay as they grow,” conserving on current spending without constraining a future local expansion. In addition, as the power density of our Energy Server has improved we have begun to consider the introduction of a smaller 30-50 kilowatt system, which can be used for powering telecommunications towers, franchise retail stores and other small commercial buildings. With our strong footprint in the communications, media and retail sectors, this represents a significant potential opportunity for growth. We believe these systems could also be attractive to emerging markets.

In a basic configuration, the Bloom Energy Server is interconnected to the customer’s electric grid connection. By regulation, the Bloom Energy Server must stop exporting power in case of a grid outage. However, Energy Servers can be upgraded with a Bloom Energy Uninterruptable Power Module (UPM) as an add-on option at any point in time to enable continuous operation in the event of grid interruption. When using a UPM, the Energy Server continually powers critical loads while the grid serves as a backup. Should there be a disruption to grid power, the critical load, which is already receiving primary power from the Energy Server, experiences no disruption. The combination of primary power from the Energy Server, utilizing the natural gas infrastructure, and secondary feed from the independent electric grid results in a very highly available and reliable solution.

Energy Servers are configured to supply the customer’s most critical energy needs (or “mission-critical power”) when a UPM is provided and connected directly to the customer load. Mission-critical reliability is provided because: the critical load is, in this case, powered by inverters (which are modular and are designed with redundancy); the inverters take power from fuel cell modules of the Energy Server (which also are designed with redundancy); and this power is derived from a natural gas infrastructure. While this is the primary means of providing power to the critical load, the utility grid is powered and available through a fast-activating switch (such as a static switch) to provide power in the event of failure of the full Energy Server.

As of June 30, 2017, approximately 12% of our installed systems, by megawatts deployed, utilize a UPM. However, all Energy Server products installed after 2012 may be retrofitted with the addition of a UPM.

Bloom vs. Legacy Fuel Cells

Basic fuel cell technology is over 100 years old. The Bloom Energy Server is based on advanced solid oxide fuel cell technology which produces electricity directly from oxidizing a fuel. The solid oxide fuel cell has a solid oxide or ceramic electrolyte. The advantages of this technology include high efficiency, long-term stability, elimination of the need for an external fuel reformer, ability to use biogas or natural gas as a fuel, low emissions and relatively low cost. There are a variety of fuel cell technologies, characterized by their electrolyte material, including:

• Proton exchange membrane fuel cells (PEM). PEM fuel cells typically are used in on-board transportation applications, such as powering forklifts, because of their compactness and ability for quick starts and stops. However, PEM technology requires an expensive platinum catalyst which is susceptible to poisoning by trace amounts of impurities in the fuel or exhaust products. These fuel cells require hydrogen as an input source of energy or an external fuel reformer, which adds to the cost, complexity and electrical inefficiency of the product. As a result, they are not an economically viable option for stationary base load power generation.

• Molten carbonate fuel cells (MCFC). MCFCs are high-temperature fuel cells that use an electrolyte composed of a molten carbonate salt mixture suspended in a porous, chemically inert ceramic matrix of beta-alumina solid electrolyte. The primary disadvantages of current MCFC technology are durability and lower electrical efficiency compared to solid oxide fuel cells. Current versions of the product are built for 300 kilowatts, and they are monolithic. Smaller sizes are not economically viable. In many

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applications where the heat produced by these fuel cells is not useable continuously, getting rid of the heat also becomes a liability.

• Phosphoric acid fuel cells (PAFC). PAFCs are a type of fuel cell that uses liquid phosphoric acid as an electrolyte. Developed in the mid-1960s and field-tested since the 1970s, they were the first fuel cells to be commercialized. PAFCs have been used for stationary power generators with output in the 100 kilowatt to 400 kilowatt range. PAFCs are best suited to combined heat and power applications which require carefully matching power and heat requirements, often making the technology difficult to implement. Further disadvantages include low power density and stability.

While solid oxide fuel cell offered the best prospects for base load power generation, the challenges associated with fundamental and applied materials and packaging problems served as a roadblock to developing and commercializing this technology. Our advanced solid oxide fuel cell technology enables both low cost and very high levels of reliability, paving the way for broad commercial application. Compared with legacy fuel cell alternatives, Bloom Energy Servers feature significant advantages:

• Highest electrical efficiency. The latest generation of our Energy Servers has greater than 65% BOL electrical efficiency, approximately 40% to 60% higher than that of legacy fuel cells, improving both cost and carbon dioxide emissions.

• Greater reliability and availability. Our Energy Servers have high reliability and availability of up to 99.99% in mission critical configurations, which is superior to legacy systems.

• Greater flexibility and simplicity. Our Energy Servers can use natural gas or biogas as a fuel with no modification to their fuel cell chemistry. It is the only fuel cell product that does not require an external fuel reformer. No complex heating/cooling integration is required as waste heat is used internally to maximize efficiency, making Bloom Energy Servers easy to deploy.

• Appealing design. Our Energy Servers’ pleasing aesthetics and minimal noise are better suited for corporate campuses and increase customer options for siting.

• No water needed for continuous operation. Bloom Energy Servers require no water during normal operation after initial start-up. The system is air-cooled and operates over a wide range of ambient temperatures.

Manufacturing and Supply Chain

We believe our tightly integrated in-house research and development, engineering and manufacturing capabilities, and facilities provide us with a significant competitive advantage.

Manufacturing Expertise. We design most of our key fuel cell and stack manufacturing equipment and build some of the significant equipment in-house. Our manufacturing team has experience with leading companies in the automotive and semiconductor manufacturing industries, which are known for high-volume production, rapid cost reduction and the highest-quality output. As such, our teams have implemented lean manufacturing processes to systematically eliminate waste and inefficiency throughout our manufacturing and supply chain operations.

Facilities. Our current manufacturing processes reflect a rapid rate of learning and adoption of new ideas from our decade of manufacturing experience. Our primary manufacturing locations for the fuel cells and system assembly are in Sunnyvale, California and Newark, Delaware. The 178,400 square foot manufacturing facility in Newark is the first purpose-built Bloom manufacturing center and was designed specifically for copy-exact duplication as we expand, which we believe will help us scale more efficiently. We believe our current manufacturing facilities are adequate to support our business for the next few years. Our Newark facility includes an additional 50 acres available for factory expansion and/or the co-location of supplier plants. Both of our two principal manufacturing facilities are powered by Bloom Energy Servers.

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Supply Chain. We have multiple sources for most of the critical raw materials, capital equipment and components necessary to build our systems. Many of the key components and materials, including a large percentage of power electronics and controls system components, are commercially available.

In some cases we have entered into long-term supply agreements with suppliers based on our forecasted inventory demand pursuant to which these suppliers are contractually obligated to purchase the forecasted inventory, and we maintain the right to cancel such orders at a minimum of 90 days prior to delivery. All of our suppliers must undergo a rigorous qualification process, and we continually evaluate suppliers.

Services

We offer operations and maintenance services agreements for our Energy Servers, which are renewed on an annual basis. The customer agrees to pay an on-going service fee and in return Bloom monitors, maintains and operates the systems on their behalf.

Our in-house service organization has 52 dedicated field service personnel in 10 locations. Standard customer contracts include service covering all on-going system operation, maintenance—including periodic refresh of power modules – and 24x7 remote monitoring and control of the systems.

Each Bloom Energy Server includes a secure connection to redundant Remote Monitoring and Control Center (RMCC) facilities that are geographically well separated. Together these RMCC facilities provide constant monitoring of over 500 system performance parameters and predictive factors. Using proprietary, internally developed software, the RMCC Operators can optimize fleet performance remotely from either RMCC facility. As needed, the operators can dispatch field services to the site to locally restore and enhance performance. The RMCC facilities communicate through a secure network, and can operate together or independently to provide full services for the fleet.

We currently service and maintain all of our Energy Servers; however we may engage third-party service organizations to provide routine field maintenance domestically, such as replacing air filters. Internationally, we intend to create strategic partnerships for local service and support of customer installations.

Competition

We primarily compete against the grid based on superior reliability, resiliency, sustainability, cost predictability and operational flexibility. As we are able to drive our costs down, we expect our economic value proposition to continue to improve relative to grid power. Other sources of competition include:

• Intermittent solar power. Solar power is intermittent and best suited for addressing peak power requirements, while Bloom provides stable base load generation. Storage technology is intended to address the intermittency of solar, but the low power density and efficiency of solar technology makes the combined solution impractical for most C&I customers. As a point of comparison, our Energy Servers provide the same power output in 1/125th of the footprint of solar, allowing us to address far more commercial applications based on a customer’s available space.

• Wind power. Typically wind power is deployed for utility-side, grid-scale applications but not as a customer-side, distributed power alternative.

• Traditional co-generation systems. These systems deliver a combination of electric power and heat. We believe that we compete favorably because of our superior electrical efficiencies, significantly less complex deployment (avoiding heating systems integration), better performance on emissions and noise, superior availability, aesthetic appeal, ease of permits and reliability.

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• Traditional backup equipment. As our Energy Servers deliver always-on power, they can obviate the need for traditional backup equipment such as diesel generators and batteries. We generally compete by offering a better integrated, more reliable and cost-effective solution versus these grid-plus-backup systems.

• Other commercially available fuel cells. These are described in the section titled “—Technology.”

The customer has no single alternative solution that provides all of the important attributes – reliability, resiliency, sustainability and cost predictability.

Sales and Marketing

We market our Energy Servers primarily through a national direct sales organization, supported by project finance, business development, government affairs and marketing teams. In addition to our internal resources, we also work with multiple partners to generate customer leads and develop projects. Most recently we announced an alliance with The Southern Company, the second largest utility company in the U.S., in August 2016. This alliance includes a development agreement between us and Southern’s PowerSecure affiliate for the development of a single hybrid fuel cell and storage offering, the financing of 50 megawatts of Energy Servers for customers, which was completed in the second quarter of 2017, and a co-marketing agreement. For project financing, we work with partners such as Key Bank, Bank of America, Credit Suisse, Constellation Energy, a subsidiary of Exelon Corporation, and WGL Energy.

Research and Development

Our research and development organization has addressed complex applied materials, processing and packaging challenges through the invention of many proprietary advanced material science solutions. Over a decade, Bloom has built a world-class team of solid oxide fuel cell scientists and technology experts. Our team comprises technologists with degrees in Materials Science, Electrical Engineering, Chemical Engineering, Mechanical Engineering, Civil Engineering and Nuclear Engineering, and includes more than 25 PhDs. This team has continued to develop innovative technology improvements for our Energy Servers, achieving increased power density and electrical efficiency, reduced cost and improved reliability.

Intellectual Property

Intellectual property is an essential differentiator for our business, and we seek protection for our intellectual property whenever possible. We rely upon a combination of patents, copyrights, trade secrets, and trademark laws, along with employee and third party non-disclosure agreements and other contractual restrictions to establish and protect our proprietary rights.

We have developed a significant patent portfolio to protect elements of our proprietary technology. As of June 30, 2017, we had 190 issued patents and 76 patent applications pending in the United States and we had an international patent portfolio comprised of 77 issued patents and 69 patent applications pending with filings in 15 countries under two multinational conventions, which are generally counterparts of the U.S. patents and patent applications. Our U.S. patents are expected to expire between 2023 and 2035.

We continually review our development efforts to assess the existence and patentability of new intellectual property. We pursue the registration of our domain names and trademarks and service marks in the United States and in some locations abroad. In an effort to protect our brand, as of June 30, 2017, we had ten registered trademarks in the United States, 23 registered trademarks in Australia, the European Union, United Kingdom and Japan, and six pending application in India. We have six trademarks registered with the World Intellectual Property Organization as International Registrations.

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Sustainability

The largest environmental impact we can provide is to maximize the deployment of Bloom systems, which reduce carbon emissions and save water compared to traditional power generation systems. Thus, our primary sustainability goal is to maximize sales of Bloom systems and provide the longest and most economically sustainable life cycle possible for the Bloom fuel cells through reliability enhancement programs.

We also seek to minimize our environmental footprint and extend system operating life while reducing consumption of new material in our Energy Servers. We have an end-to-end recycling approach to recover components from end-of-life units for maximum reuse or recycling. We have dedicated facilities in our manufacturing locations in Delaware and California to inspect and dismantle end-of-life Energy Servers and components removed during scheduled maintenance. We have an audit program to identify improvement opportunities at suppliers and also work with them to reduce one-way packaging to minimize materials going to landfills.

These strategies in combination provide a robust and comprehensive sustainment strategy that looks both at our external impact on the wider environment and internally on responsible design, cradle-to-cradle materials management and recycling.

Permits and Approvals

Each Bloom Energy installation must be designed, constructed and operated in compliance with applicable federal, state and local regulations, codes, standards, guidelines, policies and laws. To install and operate our systems, we, our customers or our partners are required to obtain applicable permits and approvals from local authorities having jurisdiction to install the Bloom Energy Servers and to interconnect the systems with the local electrical utility.

Bloom Energy Servers generate electricity without combustion and are certified by the California Air Resources Board (CARB) to meet its stringent emissions standards for NOx, CO and VOCs, and therefore are exempt from certain permit requirements of air pollution control and air quality management districts.

Government Policies

There are varying policy frameworks across the United States and abroad designed to support and accelerate the adoption of clean and/or reliable distributed generation technologies such as Bloom Energy Servers. These policy initiatives come in the form of tax incentives, cash grants, performance incentives and/or specific gas or electric tariffs.

The U.S. federal government provided businesses with a 30% ITC available under Section 48 of the Internal Revenue Code, available to the owner of our Energy Server for systems purchased and placed into service by December 31, 2016. The credit was equal to 30% of expenditures, and the credit for fuel cells was capped at $1,500 per 0.5 kilowatt of capacity. This federal tax benefit expired on December 31, 2016.

Our Energy Servers are currently installed in 10 states in the United States, each of which has its own enabling policy framework. Some states have utility procurement programs and/or renewable portfolio standards for which our technology is eligible. Our Energy Servers currently qualify for tax exemptions, incentives or other customer incentives in many states, including the states of California, New Jersey, Connecticut and New York. These incentives are subject to change. For example, in July 2016, the Energy Division staff of the California Public Utilities Commission (CPUC) modified a renewable energy incentive program for which our Energy Servers currently qualify, the SGIP, to provide a smaller allocation of the incentives available to generating technologies such as our Energy Servers and a larger allocation to storage technologies. As modified, the SGIP will require all eligible power generation sources consuming natural gas to use a minimum of 10% biogas to receive an SGIP incentive beginning in 2017, with this minimum biogas requirement increasing to 25% in 2018, 50% in 2019 and 100% in 2020. In addition, the CPUC provided a further limitation on the available allocation of incentives that any one participant may claim under the SGIP. The SGIP will expire on January 21, 2021 absent extension.

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Although we generally are not regulated as a utility, federal, state, and local government statutes and regulations concerning electricity heavily influence the market for our product and services. These statutes and regulations often relate to electricity pricing, net metering, incentives, taxation, competition with utilities, and the interconnection of customer-owned electricity generation. In the United States, governments continuously modify these statutes and regulations. Governments, often acting through state utility or public service commissions, change and adopt different rates for commercial customers on a regular basis. These changes can have a positive or negative impact on our ability to deliver cost savings to customers for the purchase of electricity.

To operate our systems we obtain interconnection agreements from the applicable local primary electricity and gas utilities. In almost all cases, interconnection agreements are standard form agreements that have been pre-approved by the local public utility commission or other regulatory body with jurisdiction over interconnection agreements. As such, no additional regulatory approvals are typically required once interconnection agreements are signed.

Our operations are subject to stringent and complex federal, state and local laws and regulations governing the occupational health and safety of our employees and wage regulations. For example, we are subject to the requirements of the federal Occupational Safety and Health Act, as amended, or OSHA, and comparable state laws that protect and regulate employee health and safety.

Product safety standards for stationary fuel cell generators have been established by the American National Standards Institute (ANSI). These standards are known as ANSI/CSA “FC-1”. Our products are designed to meet this standard. Further, we utilize UL to certify compliance with the standard.

Energy Server installation guidance is provided by NFPA 853: Standard for the Installation of Stationary Fuel Cell Power Systems. Installations at sites are carried out to meet the requirements of this standard.

Employees

As of June 30, 2017, we had 1,409 global employees and contractors. We have not experienced any work stoppages and we consider our relationship with our employees to be good.

Facilities

Our corporate headquarters is located in Sunnyvale, California. This facility comprises approximately 31,000 square feet of space. Our current lease, entered into in September 2010, expires in February 2018. We also lease manufacturing facilities in Sunnyvale and Moffett Field, California. These plants together comprise approximately 74,000 square feet of space. Our current lease for our Sunnyvale manufacturing facilities, entered into in April 2005, expires in 2020, and our current lease for our manufacturing facilities at Moffett Field, entered into in December 2011, expires in December 2017. We also own a manufacturing facility in Newark, Delaware comprising approximately 178,400 square feet of space, and lease additional office space around the world, including in the United States, India, China and Taiwan. We believe our facilities are adequate to support our business for the next few years.

Legal Proceedings

From time to time, we are involved in various legal proceedings or subject to claims arising in the ordinary course of our business. Although the results of legal proceedings and claims cannot be predicted with certainty,

we are not currently party to any legal proceedings the outcome of which, in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.

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MANAGEMENT

Executive Officers, Other Key Employees and Directors

The following table sets forth certain information concerning our executive officers, directors and other key employees as of June 30, 2017:

Name	Age		Position(s)
Executive Officers and Other Key Employees:
KR Sridhar(1)		56	Founder, President, Chief Executive Officer and Director
Randy Furr		63	Executive Vice President and Chief Financial Officer
Bill Kurtz		60	Executive Vice President and Chief Commercial Officer
Susan Brennan		54	Executive Vice President and Chief Operations Officer
Swaminathan Venkataraman		57	Executive Vice President of Engineering and Chief Technology Officer
Matt Ross		57	Executive Vice President and Chief Marketing Officer
William Thayer		56	Executive Vice President of Sales
David Barber		56	Executive Vice President and Chief People Officer
Shawn Soderberg		56	Executive Vice President, General Counsel and Secretary
Glen Griffiths		55	Executive Vice President of Quality, Reliability and Sustainability
Non-Employee Directors:
L. John Doerr(2)(5)(7)		66	Director
Colin L. Powell(5)(7)		80	Director
T.J. Rodgers(6)		69	Director
Scott Sandell(1)(4)(7)		52	Director
Peter Teti		50	Director
Eddy Zervigon(6)		48	Director
Mary K. Bush(3)		69	Director

⁽¹⁾  Chairman of the board of directors.

⁽²⁾  Lead Independent Director.

⁽³⁾  Chair of the audit committee

⁽⁴⁾  Chair of the compensation and organization development committee

⁽⁵⁾  Member of the compensation and organization development committee.

⁽⁶⁾  Member of the audit committee.

⁽⁷⁾  Member of the nominating and corporate governance committee.

Executive Officers and Other Key Employees

KR Sridhar is our founder and has served as a member of our board of directors since January 2001 and as our Chief Executive Officer since April 2002. Prior to founding Bloom Energy, Mr. Sridhar was director of the Space Technologies Laboratory at the University of Arizona where he was also a professor of Aerospace and Mechanical Engineering. Mr. Sridhar has served as an advisor to NASA and has led major consortia of industry, academia, and national labs. Mr. Sridhar also serves as a strategic limited partner at Kleiner Perkins Caufield & Byers, a venture capital firm, and as a special advisor to New Enterprise Associates, a venture capital firm. He has also served on many technical committees, panels and advisory boards and has several publications and patents. Mr. Sridhar received a B.S. in Mechanical Engineering from the National Institute of Technology, Tiruchirappali, India, as well as a M.S. in Nuclear Engineering and Ph.D. in Mechanical Engineering from the University of Illinois, Urbana-Champaign. Mr. Sridhar was selected to serve as a member of our board of directors due to the perspective and experience he brings as our founder and Chief Executive Officer.

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Randy Furr has served as our Chief Financial Officer since April 2015. Prior to joining Bloom Energy, Mr. Furr served as Corporate Executive Vice President and Chief Financial Officer for Spansion, Inc., a manufacturer of flash memory semiconductors, from June 2009 to March 2015. Mr. Furr held senior executive positions as executive Vice President and Chief Financial Officer at Magellan Navigation, Inc., a portable GPS navigation consumer electronics company, from August 2008 to June 2009, and as Chief Operating Officer and Chief Financial Officer at Aliph, Inc., a consumer Bluetooth telephony device company, from April 2008 to August 2008. Prior to that, Mr. Furr was at Adobe Systems, Inc., a computer software company, where he served as a Senior Vice President from May 2007 to January 2008, interim Chief Information Officer from November 2006 to May 2007, and as Executive Vice President and Chief Financial Officer from May 2006 to November 2006. Before joining Adobe Systems, Inc., Mr. Furr spent 13 years at Sanmina-SCI Corporation, an electronics manufacturing services provider, where he served as President and Chief Operating Officer from 1996 to 2005 and as Executive Vice President and Chief Financial Officer from 1992 to 1996. Mr. Furr served as a Director of Sanmina-SCI Corporation from 1998 until 2005. Mr. Furr holds a bachelor’s degree in Business Administration from the University of Oklahoma and is a Certified Public Accountant.

Bill Kurtz has served as our Chief Commercial Officer since April 2015 and served as our Chief Financial Officer from March 2008 to April 2015. Previously, Mr. Kurtz served in the roles of Chief Operations Officer or Chief Financial Officer of several technology companies, including Scient Corporation, a provider of professional services, 3PARdata, Inc., a data storage company, and Novellus Systems, Inc., a global semiconductor equipment company, and also held senior financial management positions at AT&T Inc., a telecommunications company. Mr. Kurtz was a member of the board of directors of PMC-Sierra Inc., including as the chair of the audit committee, until it was acquired by Microsemi Corporation in January 2016. Mr. Kurtz holds a bachelor’s degree in Commerce from Rider University and a M.S. in Management Sciences from Stanford University.

Susan Brennan has served as our Chief Operations Officer since November 2013. Prior to joining Bloom Energy, Ms. Brennan served as Vice President of Manufacturing – Smyrna and Decherd at Nissan North America, Inc., an automobile company, from October 2008 to November 2013. She also previously served as Director of Global Manufacturing at Ford Motor Company, an automobile company, and in other corporate and manufacturing management roles at Ford Motor Company, Visteon Corporation, a global automotive electronics supplier, and Douglas & Lomason Company, an automotive parts supplier. Ms. Brennan has served as a member of the board of directors of Senior PLC since January 2016. Ms. Brennan holds a B.S. in Microbiology from the University of Illinois, Urbana-Champaign and an M.B.A. from the University of Nebraska, Omaha.

Swaminathan Venkataraman has served as our Executive Vice President of Engineering and Chief Technology Officer since December 2003. He has authored or co-authored several patents in the areas of solid oxide fuel cell technology, fuel processing and heat integration and control systems. Prior to joining Bloom Energy, Mr. Venkataraman was a Principal Technologist at Aspen Technology, Inc., a provider of supply chain management software and professional services, from 1987 to 2003, where he led the commercial development of high end design, simulation and optimization software for the chemical and petrochemical industries. Mr. Venkataraman holds a bachelor’s degree in Chemical Engineering from the National Institute of Technology, Tiruchirappali and a Ph.D. in Chemical Engineering from Clarkson University.

Matt Ross has served as our Chief Marketing Officer since October 2011. He previously served in various executive roles at several global marketing services providers. These include McCann Worldgroup, where he served as chief executive officer of Global Microsoft Brands and president of McCann Worldgroup San Francisco, and Ogilvy & Mather Worldwide, where he held roles including chief operating officer and managing director of IBM Brand Services. Mr. Ross holds a B.S. in Business Administration from San Francisco State University.

William Thayer has served as our Executive Vice President of Sales since September 2005. Before joining Bloom Energy, Mr. Thayer served as the Vice President, Sales North America at American Power Conversion

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Corporation, a provider of end-to-end Network Critical Physical Infrastructure (NCPI). Prior to this role, Mr. Thayer served in a variety of senior leadership, management and sales roles at American Power Conversion Corporation, including Vice President and General Manager of Asia Pacific. Mr. Thayer graduated from the U.S. Naval Academy with a B.S. in General Engineering and served for ten years as a Surface Warfare Officer in the U.S. Navy before being assigned to the Naval War College. He also holds an M.B.A. from the University of Rhode Island.

David Barber has served as our Executive Vice President and Chief People Officer since July 2008. Prior to joining Bloom Energy, Mr. Barber served as Vice President of Human Resources at Good Technology, Inc., a mobile device management products company, from 2004 to 2008 and as Vice President of Human Resources at Medicalogic / Medscape, Inc., a provider of digital health records software and healthcare information, from 1999 to 2002. From 1986 to 1999 he held a variety of Human Resources-related positions at Calico Commerce, Netscape Communication and Apple Computers. Mr. Barber holds a B.S. in Finance from San Jose State University.

Shawn Soderberg has served as our Executive Vice President, General Counsel and Secretary since January 2016. Before joining us, Ms. Soderberg was the Executive Vice President, General Counsel and Secretary of Bio-Rad Laboratories, a global medical technology provider for the life science and clinical diagnostics industries from 2013 to 2016. Prior to that, Ms. Soderberg was the Senior Vice President, General Counsel and Secretary of Aricent Group, a global design and software engineering services and product company, from 2006 to 2013; Managing Director and General Counsel of H&Q Asia Pacific, a private equity firm, from 2000 to 2006; Vice President, General Counsel and Secretary of Oak Technology, a semiconductor and embedded solutions provider for the optical storage and the digital home entertainment market, from 1996 to 2000; and Vice President and General Counsel of Microtec Research, Inc., a software provider for embedded systems, from 1994 to 1996. Prior to Ms. Soderberg’s General Counsel experience, she practiced in a law firm environment. Ms. Soderberg holds a B.S. in Accounting from the University of Santa Clara, a J.D. from Seattle University School of Law and an LL.M. in Taxation from New York University.

Glen Griffiths has served as our Executive Vice President of Quality, Reliability and Sustainability since December 2014. Before joining Bloom Energy, Mr. Griffiths served as the Chief Quality Officer of Hewlett Packard, a technology company specializing in printing, personal computing, software, services and IT infrastructure, from December 2011 until December 2014 and as the Vice President of Global Engineering from December 2008 to December 2011. He holds a B.Sc. in Engineering from UK Open University, a M.Sc. in Reliability, Maintainability and Supportability Engineering from Exeter University and an M.B.A. from UK Open University.

Non-Employee Directors

L. John Doerr has served as a member of our board of directors since May 2002. Mr. Doerr has been a General Partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since August 1980. Mr. Doerr has also been a member of the board of directors of Google Inc., a global technology company, since May 1999; Amyris, Inc., a renewable products company, since May 2006; and Zynga, Inc., a provider of social game services, since April 2013. Mr. Doerr was previously a director of Amazon.com, Inc., an e-commerce company, from 1996 to 2010. Mr. Doerr holds a B.S. in Electrical Engineering and an M.S. in Electrical Engineering and Computer Science from Rice University and an M.B.A. from Harvard Business School. Mr. Doerr was selected to serve as a member of our board of directors due to his extensive experience with technology companies.

General Colin L. Powell, USA (Retired) has served a member of our board of directors since January 2009. General Powell served as the 65^th U.S. Secretary of State from January 2001 to January 2005. He served 35 years in the U.S. Army, rising to the rank of Four-Star General and from 1989 to 1993 served as the 12^th Chairman of the Joint Chiefs of Staff. General Powell has also been a member of the board of directors of Salesforce.com, Inc., a global cloud computing company, since January 2015. He is the founder of the Colin Powell Center for

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Policy Studies at his alma mater, the City College of New York. He is also the Founder and Chairman Emeritus of the America’s Promise Alliance, a nonprofit organization advocating for the strength and well-being of America’s children and youth. General Powell was selected to serve as a member of our board of directors due to his extensive leadership experience.

T.J. Rodgers has served as a member of our board of directors since February 2003. Mr. Rodgers is founder and a director, and a former Chief Executive Officer and President, of Cypress Semiconductor Corporation, a semiconductor company. He also was a member of the board of directors of Cypress’s internal subsidiaries, AgigA Tech, Inc. and Deca Technologies Inc. until April 2016. He has also been a member of the board of directors of Enovix Corp., an energy storage technology company, since 2012. He is a former member of the Board of Trustees of Dartmouth College, his alma mater. Mr. Rodgers was a Sloan scholar at Dartmouth, where he graduated as salutatorian with a double major in physics and chemistry. He attended Stanford University on a Hertz fellowship, earning a M.S. and a Ph.D. in Electrical Engineering. At Stanford, Mr. Rodgers invented, developed and patented VMOS technology. He managed the MOS memory design group at American Megatrends Incorporation, a company specializing in computer hardware and firmware, from 1975 to 1980 before moving to Advanced Micro Devices (AMD), a developer of computer processors and related technologies for business and consumer markets, where he ran AMD’s static RAM product group until 1982, when he founded Cypress Semiconductor Corporation. Mr. Rodgers was selected to serve as a member of our board of directors due to his extensive experience with technology companies, expert technical and analytical skills and long-term executive experience.

Scott Sandell has served as a member of our board of directors since August 2003. Mr. Sandell is a General Partner at New Enterprise Associates, Inc., or NEA, a venture capital firm, and head of NEA’s technology investing practice. Mr. Sandell also leads NEA’s investing activities in China. Prior to joining NEA in 1996, Mr. Sandell worked as a Product Manager for Windows 95 at Microsoft Corporation, a software products and services company. Mr. Sandell started his career at the Boston Consulting Group, a global management consulting firm, and later joined C-ATS Software, Inc., a software development company. Mr. Sandell currently serves on the boards of various private companies. He previously served on the boards of NetIQ Corporation, WebExCommunications, Inc., Data Domain, Inc., Tableau Software, Inc., Fusion-io, Inc. and Spreadtrum Communications, Inc. Mr. Sandell is a member of the board of directors of the National Venture Capital Association, a trade organization for venture capital and private equity firms. Mr. Sandell holds an A.B. from Dartmouth College and an M.B.A. from Stanford University. Mr. Sandell was chosen to serve as a member of our board of directors due to his extensive experience with a wide range of technology companies and the venture capital industry.

Mary K. Bush has served as a member of our board since November 2016. The Honorable Mary K. Bush has served as President of Bush International, LLC, an advisor to U.S. corporations and foreign governments on international capital markets, strategic business and economic matters, since 1991. She has held several Presidential appointments including the U.S. Government’s representative on the IMF Board and Director of Sallie Mae. She also was head of the Federal Home Loan Bank System during the aftermath of the Savings and Loan crisis and was advisor to the Deputy Secretary of the U.S. Treasury Department. Earlier in her career, she managed global banking and corporate finance relationships at New York money center banks including Citibank, Banker’s Trust, and Chase. In 2006, President Bush appointed her Chair of the congressionally-chartered HELP Commission on reforming foreign aid. In 2007, she was appointed by the Secretary of the Treasury to the U.S. Treasury Advisory Committee on the Auditing Profession. She is a member of the board of directors of Discover Financial Services, ManTech International Corporation, and T. Rowe Price Group, Inc. Ms. Bush also was a director of Briggs & Stratton, Inc. from 2004 to April 2009, of United Airlines from 2006 to 2010 and of the Pioneer Family of Mutual Funds from 1997 to 2012. She also serves on the Kennedy Center’s Community Advisory Board and on the U.S. Advisory Board of the Global Leadership Foundation. Ms. Bush was chosen to serve as a member of our board of directors due to her extensive and wide ranging experience in finance, audit and the global financial markets.

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Peter Teti has served as a member of our board of directors since November 2015. Mr. Teti was nominated to serve on our board by Alberta Investment Management Corporation, an institutional investment fund management company, where he is the Senior Vice President of Private Equity and Relationship Investing. Prior to joining Alberta Investment Management Corporation in 2012, Mr. Teti served as Managing Director, Investment Banking at N.M. Rothschild & Sons, an investment banking company, from 2002 to 2012. Mr. Teti holds a B.A. in Commerce from Queen’s University. Mr. Teti was chosen to serve as a member of our board of directors due to his extensive experience with a wide range of technology companies and his experience in private equity.

Eddy Zervigon has served as a member of our board of directors since October 2007. Mr. Zervigon is currently a Principal at the investment firm Alta Loma Energy. From 1997 to 2012, Mr. Zervigon was a Managing Director at Morgan Stanley & Co. LLC, a global financial services firm, in its Principal Investments Group for fourteen years. Prior to joining Morgan Stanley, Mr. Zervigon was a Certified Public Accountant at Coopers & Lybrand (now PricewaterhouseCoopers LLP), a public accounting firm. He is currently a director of DigitalGlobe, Inc., a builder and operator of satellites for digital imaging, where he has served as a member of the audit and compensation committees since 2014. He has previously served as a board member of MMCinemas, Impsat Fiber Networks, Inc., TVN Entertainment Corporation and Stadium Capital. Mr. Zervigon has a B.A. in accounting and a master’s degree in tax from Florida International University and an M.B.A. from the Amos Tuck School of Business at Dartmouth College. Mr. Zervigon was chosen to serve on our board of directors because he brings to our board of directors his significant institutional knowledge regarding our company and significant financial and transactional experience.

Election of Officers

Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no familial relationships among our directors and executive officers.

Board of Directors Composition

Current Board of Directors

Under our bylaws as in effect prior to the completion of this offering, our board of directors may set the authorized number of directors. Our board of directors has set the authorized number of directors as eight. Our board of directors currently consists of seven members with one vacancy.

Pursuant to our eighth amended and restated voting agreement dated as of June 30, 2011, Messrs. Doerr, Sandell, Zervigon, Powell, Rodgers, Teti, Sridhar and Ms. Bush have been designated to serve as members of our board of directors. Pursuant to that agreement, Mr. Doerr was designated as the representative of our Series A preferred stock, Mr. Sandell was designated as the representative of our Series B preferred stock, Mr. Zervigon was designated as the representative of our Series E preferred stock, Mr. Teti was designated as the representative of our Series G preferred stock, Mr. Sridhar was designated as the person currently serving as our Chief Executive Officer, and Messrs. Powell and Rodgers were designated jointly by agreement of the director representatives of our Series A and Series B preferred stock as independent industry representatives. The eighth amended and restated voting agreement will terminate in connection with this offering and there will be no contractual obligations regarding the election of our directors.

After this offering, the number of directors will be fixed by our board of directors, subject to the terms of our restated certificate of incorporation and amended and restated bylaws that will become effective immediately prior to the completion of this offering. Currently serving members of our board of directors will continue to serve as directors until their death, resignation, or removal or until their successors are duly elected by the holders of our common stock.

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Classified Board of Directors

Our restated certificate of incorporation that will be in effect immediately prior to the completion of this offering provides that, immediately after the completion of this offering, our board of directors will be divided into three classes with staggered three-year terms. Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. As a result, only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or his or her earlier death, resignation or removal. Our current directors will be divided among the three classes as follows:

• the Class I directors will be                ,                and                 , and their terms will expire at the annual meeting of stockholders to be held in 2017;

• the Class II directors will be                 and                , and their terms will expire at the annual meeting of stockholders to be held in 2018; and

• the Class III directors will be                and                , and their terms will expire at the annual meeting of stockholders to be held in 2019.

So long as our board of directors is classified, only our board of directors may fill vacancies on our board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the total number of directors.

The classification of our board of directors may have the effect of delaying or preventing changes in our control or management. See the section titled “Description of Capital Stock—Anti-Takeover Provisions— Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Provisions” for additional information.

Director Independence

The listing rules of the                generally require that a majority of the members of a listed company’s board of directors be independent within specified periods following the closing of an initial public offering. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and governance committees be independent.

With the exception of General Powell (Retired), our board of directors has determined that none of our non-employee directors has a material relationship with us and that each of these directors is “independent” as that term is defined under the rules of the                . In making this determination, our board of directors considered the relationships that each nonemployee director has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director, and the transactions described in the section titled “Related-Party Transactions.”

Lead Independent Director

Our board of directors has appointed L. John Doerr to serve as our lead independent director upon the completion of this offering. As lead independent director, Mr. Doerr will preside over periodic meetings of our independent directors, serve as a liaison between the chairperson of our board of directors and the independent directors, and perform such additional duties as our board of directors may otherwise determine and delegate.

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Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation and organization development committee and a nominating and governance committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignations or until otherwise determined by our board of directors. Prior to the completion of this offering, our board of directors will adopt a charter for each of these committees. Following the completion of this offering, copies of the charters for each committee will be available without charge on the Investor Relations portion of our website.

Audit Committee

Our audit committee is comprised of the Honorable Mary K. Bush, who is the chair of the audit committee, Mr. Zervigon and Mr. Rodgers . Each member of our audit committee is independent under the current and SEC rules and regulations and we intend to comply with the requirement to have a minimum of three members on our audit committee within the applicable transition period. Each member of our audit committee is financially literate as required by current                listing standards. In addition, our board of directors has determined that Ms. Bush is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act. Our audit committee will, among other things:

• select a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;

• help to ensure the independence and performance of the independent registered public accounting firm;

• discuss the scope and results of the audit with the independent registered public accounting firm, and review, with management and the independent accountants, our interim and year-end operating results;

• develop procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

• review our policies on risk assessment and risk management;

• obtain and review a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues;

• approve (or, as permitted, pre-approve) all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm; and

• review related-party transactions and proposed waivers of our code of conduct.

Compensation and Organization Development Committee

Our compensation and organization development committee is comprised of Mr. Scott Sandell, who is the chair of the compensation and organization development committee, Mr. Doerr and General Powell. The composition of our compensation and organization development committee meets the requirements for independence under current                and SEC rules and regulations. Each member of this committee is also a nonemployee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, (the Exchange Act), and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. The purpose of our compensation and organization development committee is to discharge the responsibilities of our board of directors relating to compensation of our executive officers and evaluation of the performance of our senior leadership team. Our compensation and organization development committee will, among other things:

• evaluate the performance of our executive officers, including the chief executive officer;

• periodically review and make recommendations regarding the reporting structure within our executive officer team, and the effectiveness and efficiency of the team;

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• determine, or make recommendations to our board of directors regarding, the compensation of our executive officers;

• administer our stock and equity incentive plans;

• make recommendations to our board of directors regarding incentive compensation and equity plans; and

• review general policies relating to compensation and benefits of our employees.

Nominating and Governance Committee

The nominating and governance committee is comprised of Mr.                , who is the chair of the nominating and governance committee, General Powell, Mr. Sandell and Mr. Doerr. The composition of our nominating and governance committee meets the requirements for independence under current                and SEC rules and regulations. Our nominating and governance committee will, among other things:

• identify, evaluate, select and make recommendations to our board of directors regarding nominees for election to our board of directors and its committees;

• evaluate the performance of our board of directors and of individual directors;

• consider and make recommendations to our board of directors regarding the composition of our board of directors and its committees;

• review developments in corporate governance practices;

• evaluate the adequacy of our corporate governance practices and reporting; and

• develop and make recommendations to our board of directors regarding corporate governance guidelines and matters.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that is applicable to all of our employees, officers and directors, and we have also adopted a code of ethics for principal executives and senior financial officers.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation and organization development committee is or has been an officer or employee of our company. None of our executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our board of directors or compensation and organization development committee during 2015.

Non-Employee Director Compensation

No compensation was paid to our non-employee members of our board of directors during 2015 other than $200,000 in consulting fees to General Powell (Retired).

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EXECUTIVE COMPENSATION

2016 Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, and paid to our principal executive officer and each of our named executive officers during the last completed fiscal year. These individuals are our named executive officers for 2016.

Name and Principal Position	Salary(1) ($)		Bonus ($)		Stock Awards(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation(4) ($)		Total ($)
KR Sridhar, Founder and Chief Executive Officer		500,000		722,600		6,672,825		—		—		2,322		7,897,748
Matt Ross, Chief Marketing Officer		320,000		221,683		2,058,221		712,998		—		1,242		3,314,145
Randy Furr, Chief Financial Officer		350,000		335,107		1,211,362		831,831		—		3,564		2,731,864

⁽¹⁾  The amounts reported in the Salary column include regular salary and retroactive pay for salary increases during the year.

⁽²⁾  The amounts reported represent the aggregate grant date fair value of RSUs granted to the named executive officer during 2016 as computed in accordance with Accounting Standards Codification (ASC) 718. The grant date fair value of the RSUs is set forth in Note 24 to our consolidated financial statements. Note that the amounts reported in this column reflect the accounting cost for these RSUs, and do not correspond to the actual economic value that our named executive officers may receive from the RSUs.

⁽³⁾  The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive officers during 2016 as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 24 to our consolidated financial statements. Note that the amounts reported in this column reflect the accounting cost for these stock options, and do not correspond to the actual economic value that our named executive officers may receive from the options.

⁽⁴⁾  Represents group term life insurance premiums.

Offer Letters and Employment Arrangements

All of our named executive officers are employed on an at-will basis, with no fixed term of employment. The initial terms and conditions of employment for each of our named executive officers are set forth in written offer letters. Each of our named executive officers has also executed our standard form of confidential information, arbitration and invention assignment agreement. In addition, certain of our named executive officers have been granted awards under our 2002 Equity Incentive Plan and 2012 Equity Incentive Plan, which provide for certain accelerated vesting in connection with a change of control. Such accelerated vesting is described in greater detail in “—Potential Payments Upon Termination or Change in Control” and “—Employee Benefit Plans”.

Potential Payments Upon Termination or Change in Control

Under the terms of employment agreement with Randy Furr, if his employment is terminated without cause or by him for good reason within 12 months following a change of control, any unvested equity incentive awards at such time shall immediately accelerate and vest for an additional 12 months, unless additional acceleration is provided in the change in control agreement.

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2016 Outstanding Equity Awards at Fiscal Year-End Table

The following table presents, for each of our named executive officers, information regarding outstanding equity awards held as of December 31, 2016.

				Option Awards								Stock Awards
Name	Grant Date			Option Awards – Number of Securities Underlying Unexercised Options (#) Exercisable		Option Awards – Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Awards – Option Exercise Price ($)		Option Awards – Option Expiration Date		Stock Awards – Number of Unearned Shares That Have Not Vested (#)		Stock Awards – Market or Payout Value of Unearned Shares That Have Not Vested ($)
KR Sridhar		8/13/2007	(1)		922,029		—		1.26		8/13/2017		—		—
		6/10/2008	(1)		771,363		—		1.45		6/10/2018		—		—
		6/2/2011	(1)		350,000		—		13.70		6/2/2021		—		—
		8/2/2012	(1)		1,081,666		18,334		20.23		8/2/2022		—		—
		9/11/2015	(2)		283,333		116,667		20.59		9/10/2025		—		—
		1/14/2016	(4)		—		—		—		—		3,805		78,345
		5/5/2016	(6)		—		—		—		—		319,500		6,594,480
Matt Ross		12/15/2011	(1)		200,000		—		20.19		12/14/2021		—		—
		2/6/2014	(1)		12,000		8,000		20.54		02/06/2024		—		—
		9/11/2015	(1)		11,332		28,668		20.59		09/10/2025		—		—
		9/11/2015	(5)		—		—		—		—		20,000		411,800
		11/12/2015	(5)		—		—		—		—		15,000		308,850
		1/14/2016	(4)		—		—		—		—		1,639		33,747
		5/5/2016	(6)		—		—		—		—		58,085		1,198,874
		10/3/2016	(7)		—		60,000		20.64		10/02/2026		—		—
		10/3/2016	(6)		—		—		—		—		40,000		825,600
Randy Furr		5/14/2015	(3)		194,443		155,557		20.59		5/13/2025		—		—
		5/14/2015	(4)		—		—		—		—		5,835		120,143
		9/11/2015	(1)		27,777		22,223		20.59		9/10/2025		—		—
		5/5/2016	(6)		—		—		—		—		28,690		592,162
		10/3/2016	(7)		—		70,000		20.64		10/02/2026		—		—
		10/3/2016	(6)		—		—		—		—		30,000		619,200

⁽¹⁾  These stock options vest evenly over a five-year period with 1/60th of the shares of common stock underlying the options vesting each month from the vesting commencement date, subject to continuous service to us.

⁽²⁾  These stock options vest evenly over a two-year period with 1/24 of the total shares of common stock underlying the option vesting each month from the vesting commencement date, subject to continuous service to us.

⁽³⁾  These stock options vest over a five-year period as follows: 20% of the shares of common stock underlying the options vest on the first anniversary of the vesting commencement date and 1/60th of the shares of common stock underlying the options vest monthly thereafter, subject to continuous service to us.

⁽⁴⁾  The shares are represented by restricted stock units pursuant to which 100% of the units vest upon the earlier of the six-month anniversary of our initial public offering or the closing of a sale event, subject to continuous service to us.

⁽⁵⁾  The shares are represented by restricted stock units pursuant to which 50% of the units vest upon the earlier of the six-month anniversary of our initial public offering or the closing of a sale event, 25% of the units vest on the one year anniversary, and the remaining 25% of the units vest on the second anniversary of the initial vesting event, subject to continuous service to us.

⁽⁶⁾  The shares are represented by restricted stock units pursuant to which 1/3^rd of the units vest upon the earlier of the six-month anniversary of our initial public offering or the closing of a sale event, 1/3rd of the units

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vest on the one year anniversary, and the remaining 1/3^rd of the units vest on the second anniversary of the initial vesting event, subject to continuous service to us.

⁽⁷⁾  These stock options vest over three years with 1/3rd of the options vesting on the first, second and third anniversary of the vesting commencement, subject to continuous service to us.

Employee Benefit Plans

2002 Stock Plan

Our board of directors adopted and the stockholders approved our 2002 Stock Plan (the 2002 Plan) in April 2002. The 2002 Plan was amended in June 2011. The 2002 Plan was terminated in August 2012, upon our adoption of the 2012 Equity Incentive Plan (2012 Plan).

The 2002 Plan provides for the grant of both incentive stock options, which qualify for favorable tax treatment to their recipients under Section 422 of the Code, and non-statutory stock options, as well as for the issuance of restricted stock. We may grant incentive stock options only to our employees. We may grant non-statutory stock options, as well as issue shares of restricted stock, to our employees, officers, directors and consultants.

The exercise price of each incentive stock option must be at least equal to the fair market value of our common stock on the date of grant. The maximum permitted term of options granted under our 2002 Plan is ten years. However, the exercise price of incentive stock options granted to 10% stockholders must be at least equal to 110% of the fair market value of our common stock on the date of grant and the maximum permitted term of options granted to 10% stockholders is five years.

In the event we are a party to a merger or consolidation, the 2002 Plan provides that (i) if the surviving entity agrees to assume the outstanding awards under the 2002 Plan, such awards shall be so assumed, provided that any outstanding award which remains entirely unvested shall be partially accelerated and vested, and (ii) if the surviving entity declines to assume the outstanding awards under the 2002 Plan, all such outstanding awards shall be accelerated in full and fully vested and exercisable.

In August 2012, in connection with our adoption of the 2012 Plan, shares authorized for issuance under the 2002 Plan were cancelled (except for those shares reserved for issuance upon exercise of outstanding stock options). Subject to adjustment for certain changes in our capital structure, the maximum aggregate number of shares of common stock reserved for issuance under the 2002 Plan is 16,193,334. As of June 30, 2017, options to purchase 5,060,924 shares were outstanding under the 2002 Plan and no shares were available for future grant. As of June 30, 2017, the weighted average exercise price of outstanding options under the 2002 Plan was $10.13 per share. Any outstanding stock options granted under the 2002 Plan will remain outstanding, subject to the terms of our 2002 Plan and applicable award agreements, until such shares are issued under those awards (by exercise of stock options) or until the awards terminate or expire by their terms.

2012 Equity Incentive Plan

Our board of directors adopted our 2012 Equity Incentive Plan in August 2012. Our stockholders approved the 2012 Plan in July 2013.

The 2012 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, RSU awards, performance-based stock awards and other forms of equity compensation, or collectively, stock awards, all of which may be granted to employees, including officers, and to non-employee directors and consultants. We may grant incentive stock options only to our employees. We may grant non-statutory stock options, RSUs and stock appreciation rights, as well as issue shares of restricted stock, to our employees, officers, directors and consultants.

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The exercise price of each incentive stock option must be at least equal to the fair market value of our common stock on the date of grant. However, the exercise price of incentive stock options granted to 10% stockholders must be at least equal to 110% of the fair market value of our common stock on the date of grant. The maximum permitted term of options granted under our 2012 Plan is ten years. However, the maximum permitted term of options granted to 10% stockholders is five years.

RSUs are awards representing the right to receive shares of our common stock at a specified date in the future, subject to forfeiture of that right because of a termination of employment or service or failure to achieve certain performance conditions.

Stock appreciation rights provide for a payment, or payments, in cash or shares of our common stock, to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shares. Stock appreciation rights may vest based on time or achievement of performance conditions.

In the event we are a party to a merger or consolidation, the 2012 Plan provides that our board of directors, in its discretion, may take one or more of the following actions: (i) provide for the acceleration of any time period relating to the exercise or realization of an award, (ii) provide for the purchase of an award upon the participant’s request for an amount of cash or other property that could have been received upon the exercise or realization of an award immediately prior to the consummation of the merger or consolidation, had the award been currently exercisable or payable, (iii) adjust the terms of the award in a manner determined by the board of directors, (iv) cause the award to be assumed, or new rights substituted therefor, by another entity or (v) make such other provision as the board of directors may consider equitable and in our best interests.

The number of shares of our common stock reserved for issuance under the 2012 Plan increases automatically to include (i) any shares issued under the 2002 Plan after the effective date of the 2012 Plan pursuant to the exercise of stock options that are, after the effective date of the 2012 Plan, forfeited, (ii) any shares issued under the 2002 Plan that are repurchased by us at the original issue price and (iii) any shares that are subject to stock options or other awards under the 2002 Plan that are used to pay the exercise price of an option or to satisfy the tax withholding obligations related to any award. The maximum number of shares that may be issued pursuant to the exercise of stock options under the 2012 Plan is 30,000,000 shares.

As of June 30, 2017, we had reserved 18,785,563 shares of our common stock for issuance under our 2012 Plan. As of June 30, 2017, options to purchase 11,210,513 and restricted stock units to convert to 4,688,879 of these shares remained outstanding under the 2012 Plan. The stock options outstanding had a weighted average exercise price of $20.55 per share. As of June 30, 2017, 2,811,517 shares remained available for future grant.

Our 2012 Plan will be terminated upon the date immediately prior to the date of this prospectus. As a result, we will not grant any additional stock options under the 2012 Plan following that date, and the 2012 Plan will terminate at that time. However, any outstanding stock options, stock appreciation rights and RSUs granted under the 2012 Plan will remain outstanding, subject to the terms of our 2012 Plan and applicable award agreements, until such shares are issued under those awards (by exercise of stock options or settlement of RSUs or stock appreciation rights) or until the awards terminate or expire by their terms.

2016 Equity Incentive Plan

In                 , 2016, our board of directors adopted and our stockholders approved our 2016 Equity Incentive Plan (2016 Plan). The 2016 Plan will become effective on the date of this prospectus and will serve as the successor to our 2012 Plan. We reserved                 shares of our common stock to be issued under our 2016 Plan. The number of shares reserved for issuance under our 2016 Plan will increase automatically on the first day of January of each of 2017 through 2026 by the number of shares of common stock equal to    % of the total

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outstanding shares of our common stock as of the immediately preceding December 31 (rounded to the nearest whole share). However, our board of directors may reduce the amount of the increase in any particular year. In addition, the following shares of our common stock will be available for grant and issuance under our 2016 Plan:

• shares subject to awards granted under our 2016 Plan that cease to be subject to the awards for any reason other than exercises of stock options or stock appreciation rights;

• shares issued or subject to awards granted under our 2016 Plan that are subsequently forfeited or repurchased by us at the original issue price;

• shares surrendered, cancelled, or exchanged for cash or a different award (or combination thereof);

• shares reserved but not issued or subject to outstanding awards under our 2012 Plan on the date immediately prior to the date of this prospectus; and

• shares subject to awards under our 2012 Plan that are used to pay the exercise price of a stock option or withheld to satisfy the tax withholding obligations related to any award.

Our 2016 Plan authorizes the award of stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards and stock bonuses. No person will be eligible to receive more than         shares in any calendar year under our 2016 Plan other than a new employee, who will be eligible to receive no more than                shares under the plan in the calendar year in which the employee commences employment.

Our 2016 Plan will be administered by our compensation and organization development committee, all of the members of which are outside directors as defined under applicable federal tax laws, or by our board of directors acting in place of our compensation and organization development committee. The compensation and organization development committee will have the authority to construe and interpret our 2016 Plan, grant awards and make all other determinations necessary or advisable for the administration of the plan.

Our 2016 Plan will provide for the grant of awards to our employees, directors, consultants, independent contractors and advisors, provided the consultants, independent contractors, directors and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of stock options must be at least equal to the fair market value of our common stock on the date of grant.

We anticipate that in general, stock options will vest over a four-year period. Stock options may vest based on time or achievement of performance conditions. Our compensation and organization development committee may provide for stock options to be exercised only as they vest or to be immediately exercisable with any shares issued on exercise being subject to our right of repurchase that lapses as the shares vest. The maximum term of stock options granted under our 2016 Plan is ten years.

A restricted stock award is an offer by us to sell shares of our common stock subject to restrictions, which may vest based on time or achievement of performance conditions. The price, if any, of a restricted stock award will be determined by the compensation and organization development committee. Unless otherwise determined by the compensation and organization development committee at the time of award, vesting will cease on the date the holder no longer provides services to us and unvested shares will be forfeited to or repurchased by us. Stock appreciation rights provide for a payment, or payments, in cash or shares of our common stock, to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price at grant up to a maximum amount of cash or number of shares. Stock appreciation rights may vest based on time or achievement of performance conditions.

RSUs represent the right to receive shares of our common stock at a specified date in the future, subject to forfeiture of that right because of termination of employment or failure to achieve certain performance conditions. If a RSU has not been forfeited, then on the date specified in the RSU agreement, we will deliver to the holder of the RSU whole shares of our common stock (which may be subject to additional restrictions), cash or a combination of our common stock and cash.

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Performance awards cover a number of shares of our common stock that may be settled upon achievement of the pre-established performance conditions in cash or by issuance of the underlying shares. These awards are subject to forfeiture prior to settlement due to termination of employment or failure to achieve the performance conditions.

Stock bonuses may be granted as additional compensation for service or performance, and therefore, may not be issued in exchange for cash.

In the event there is a specified type of change in our capital structure without our receipt of consideration, such as a stock split, appropriate adjustments will be made to the number of shares reserved under our 2016 Plan, the maximum number of shares that can be granted in a calendar year and the number of shares and exercise price, if applicable, of all outstanding awards under our 2016 Plan.

Awards granted under our 2016 Plan may not be transferred in any manner other than by will or by the laws of descent and distribution or as determined by our compensation and organization development committee. Unless otherwise permitted by our compensation and organization development committee, stock options may be exercised during the lifetime of the optionee only by the optionee or the optionee’s guardian or legal representative. Stock options granted under our 2016 Plan generally may be exercised for a period of three months after the termination of the optionee’s service to us, for a period of 12 months in the case of death or for a period of six months in the case of disability, or such longer period as our compensation and organization development committee may provide. Stock options generally terminate immediately upon termination of employment for cause.

Our 2016 Plan provides that, in the event of a sale, lease or other disposition of all or substantially all of our assets or specified types of mergers or consolidations, or a corporate transaction, outstanding awards under our 2016 Plan may be assumed or replaced by any surviving or acquiring corporation; the surviving or acquiring corporation may substitute similar awards for those outstanding under our 2016 Plan; outstanding awards may be settled for the full value of such outstanding award (whether or not then vested or exercisable) in cash, cash equivalents or securities of the successor entity with payment deferred until the date or dates the award would have become exercisable or vested; or outstanding awards may be terminated for no consideration. Our board of directors has the discretion to provide that a stock award under our 2016 Plan will immediately vest as to all or any portion of the shares subject to the stock award at the time of a corporate transaction or in the event a participant’s service with us or a successor entity is terminated actually or constructively within a designated period following the occurrence of the transaction. Stock awards held by participants under our 2016 Plan will not vest automatically on such an accelerated basis unless specifically provided in the participant’s applicable award agreement. In the event of a corporate transaction, the vesting of all awards granted to non-employee directors shall accelerate and such awards shall become exercisable (as applicable) in full upon the consummation of the corporate transaction.

Our 2016 Plan will terminate ten years from the date our board of directors approves the plan, unless it is terminated earlier by our board of directors. Our board of directors may amend or terminate our 2016 Plan at any time. If our board of directors amends our 2016 Plan, it does not need to ask for stockholder approval of the amendment unless required by applicable law.

2016 Employee Stock Purchase Plan

On                 , 2016, our board of directors adopted and our stockholders approved our 2016 Employee Stock Purchase Plan (ESPP). The ESPP will become effective on the date of this prospectus. The purpose of the ESPP is to enable eligible employees to purchase shares of our common stock at a discount following the date of this offering. Purchases will be accomplished through participation in discrete offering periods. Our ESPP is intended to qualify under Section 423 of the Code. We initially reserved                 shares of our common stock for issuance under our ESPP. The number of shares reserved for issuance under our ESPP will increase

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automatically on the 1st day of January of each of the first nine years following the first offering date by the number of shares equal to % of the total outstanding shares of our common stock as of the immediately preceding December 31 (rounded to the nearest whole share). However, our board of directors may reduce the amount of the increase in any particular year. The aggregate number of shares issued over the term of our ESPP will not exceed                 shares of our common stock.

Our compensation and organization development committee will administer our ESPP. Our employees generally are eligible to participate in our ESPP if they are employed by us for at least 20 hours per week and more than five months in a calendar year. Employees who are 5% stockholders, or would become 5% stockholders as a result of their participation in our ESPP, are ineligible to participate. We may impose additional restrictions on eligibility. Under our ESPP, eligible employees will be able to acquire shares of our common stock by accumulating funds through payroll deductions between         % and         % of their base compensation. We will also have the right to amend or terminate our ESPP at any time. Our ESPP will terminate on the tenth anniversary of the last day of the first purchase period, unless terminated earlier by our board of directors.

When an initial offering period commences, eligible employees, who participate in the offering period, will automatically be granted a non-transferable option to purchase shares in that offering period. For subsequent offering periods, new participants will be required to enroll in a timely manner. Once an employee is enrolled, participation will be automatic in subsequent offering periods. An employee’s participation automatically ends upon termination of employment for any reason.

Except for the first offering period, each offering period will run for no more than         months, with purchases occurring every         months. The first offering period will begin upon the date of this prospectus and will end approximately years following the date of this prospectus. Except for the first purchase period, each purchase period will be for         months. An employee’s participation automatically ends upon termination of employment for any reason.

No participant will have the right to purchase shares of our common stock in an amount, when aggregated with purchase rights under all our employee stock purchase plans that are also in effect in the same calendar year, that have a fair market value of more than $            , determined as of the first day of the applicable purchase period, for each calendar year in which that right is outstanding. In addition, no participant will be permitted to purchase more than         shares of our common stock during any one purchase period or a lesser amount determined by our compensation and organization development committee. The purchase price for shares of our common stock purchased under our ESPP will be         % of the lesser of the fair market value of our common stock on (i) the first trading day of the applicable offering period and (ii) the last trading day of each purchase period in the applicable offering period.

If we experience a change in control transaction, any offering period that commenced prior to the closing of the proposed change in control transaction will be shortened and terminated on a new purchase date. The new purchase date will occur prior to the closing of the proposed change in control transaction, and our ESPP will then terminate on the closing of the proposed change in control.

401(k) Plan

We maintain a tax-qualified 401(k) retirement plan for all employees who satisfy certain eligibility requirements, including requirements relating to age. Under our 401(k) plan, employees may elect to defer up to 60% of eligible compensation, subject to applicable annual Code limits. We do not match any contributions made by our employees, including executives, but have the discretion to do so. We intend for our 401(k) plan to qualify under Section 401(a) and 501(a) of the Code so that contributions by employees to our 401(k) plan, and income earned on those contributions, are not taxable to employees until withdrawn from our 401(k) plan.

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Limitation of Liability and Indemnification

Our restated certificate of incorporation, which will become effective immediately prior to the completion of this offering, contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except for liability:

• for any breach of their duty of loyalty to our company or our stockholders;

• for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

• for any transaction from which they derived an improper personal benefit.

Any amendment to or repeal of these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

Our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our amended and restated bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

We have also entered into indemnification agreements with each of our directors and executive officers that are broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements require us, among other things, to indemnify our directors and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit, or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

The limitation of liability and indemnification provisions in our restated certificate of incorporation and amended and restated bylaws or in these indemnification agreements may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees, or other agents or is or was serving at our request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these officers and directors pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers, be insured or indemnified against certain liabilities incurred in their capacity as members of our board of directors.

The underwriting agreement will provide for indemnification by the underwriters of us and our officers, directors, and employees for certain liabilities arising under the Securities Act or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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RELATED PARTY TRANSACTIONS

In addition to the director and executive compensation arrangements discussed above under “Executive Compensation,” the following is a description of those transactions since January 1, 2013, that we have participated in where the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or any member of the immediate family of or entities affiliated with any of the foregoing persons, had or will have a direct or indirect material interest.

Private Placements

Series G Convertible Preferred Stock Financing

Between June 2012 and January 2014, we sold an aggregate of 27,936,562 shares of Series G convertible preferred stock at a per share purchase price of $25.76 pursuant to a series of stock purchase agreements. Each share of our Series G convertible preferred stock will convert automatically into one share of our common stock immediately prior to completion of this offering.

The following table summarizes the Series G convertible preferred stock purchased by members of our board of directors or their affiliates and holders of more than 5% of our outstanding capital stock:

Name of Stockholder	Bloom Energy Director		Number of Series G Shares		Total Purchase Price ($)
Entities affiliated with New Enterprise Associates(1)		Scott Sandell		975,947		25,140,395
KPCB Holdings, Inc., as nominee(2)		L. John Doerr		390,804		10,067,111
Entities affiliated with Kuwait Investment Authority(3)		—		8,152,172		209,999,951
Entities affiliated with Alberta Investment Management Corporation(4)		Peter Teti		6,022,981		155,151,991
Entities affiliated with Advanced Equities Financial Corp.(5)		—		291,270		7,503,115

⁽¹⁾  New Enterprise Associates 10, L.P. and NEA Ventures 2003, LP (collectively, the NEA Funds), together, hold more than 5% of our outstanding capital stock. Scott Sandell, a member of our board of directors, is the managing general partner of New Enterprise Associates, an affiliate of the NEA Funds.

⁽²⁾  KPCB Holdings, Inc., as nominee, holds more than 5% of our outstanding capital stock. The shares are held in the name of “KPCB Holdings, Inc., as nominee”. L. John Doerr, a member of our board of directors, is a manager of the managing members of certain funds affiliated with Kleiner Perkins Caulfield & Byers that hold shares of our outstanding capital stock (KPCB Funds) and, therefore, may be deemed to share voting and investment power over the shares held by the KPCB Funds. KPCB Holdings, Inc. has no voting, dispositive or pecuniary interest in any such shares.

⁽³⁾  Includes 3,105,589 shares held by the Kuwait Investment Office and 5,046,583 shares held by the Kuwait Investment Authority, which together hold more than 5% of our outstanding capital stock.

⁽⁴⁾  Includes 2,162,249 shares held by 1536053 Alberta Ltd. and 3,860,732 shares held 1536057 Alberta Ltd. (the AIMco Series G Funds). The AIMco Series G Funds, along with other affiliates of Alberta Investment Management Corporation, together hold more than 5% of our outstanding capital stock. Peter Teti, a member of our board of directors, is the Senior Vice President of Private Equity and Relationship Investing of Alberta Investment Management Corporation.

⁽⁵⁾  Affiliates of Advanced Equities Financial Corp., under the management of Spruce Investment Advisors, LLC, whose shares of our Series G convertible preferred stock are aggregated for purposes of the table above include (i) Advanced Equities GreenTech Investments I, LLC, (ii) Advanced Equities GreenTech Investments III-2, LLC, (iii) AEI 2006 Venture Investments I, LLC, (iv) AEI 2006 Venture Investments II, LLC, (v) AEI 2010 CleanTech Ventures I, LLC, (vi) AEI 2010 CleanTech Ventures II, LLC, (vii) AEI Bloom Secondary II, LLC, (viii) AEI Bloom Secondary, LLC, (ix) AEI Bloom X, LLC, (x) AEI GreenTech Investments IV, LLC, (xi) AEI GreenTech Investments VII, LLC, (xii) AEI Project X, LLC and (xiii) AEI

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Trilogy Fund I, LLC (the AEI Series G Funds). The AEI Series G Funds, along with other affiliates of Advanced Equities Financial Corp., together hold more than 5% of our outstanding capital stock.

Debt and Convertible Promissory Note Financing

For the years ended December 31, 2015, 2016 and the six months ended June 30, 2017, we issued none, $25.0 million, and none, respectively, in debt and convertible notes from investors that are members of our board of directors or their affiliates or holders of more than 6% of our outstanding capital stock.

Over the years ended December 31, 2013 and 2014, we obtained $36.7 million and $8.2 million, respectively, in term loans due September 2028 from Alberta Investment Management Corporation to fund the purchase and installation of Energy Servers related to PPA IIIa. The loan bears a fixed interest rate of 8%.

In December 2014, we issued and sold 8% convertible promissory notes to Alberta Investment Management Corporation, KPCB Holdings, Inc. and New Enterprise Associates at a purchase price of $10.0 million aggregate principal amount. In addition, in September 2016 we issued $12.5 million in principal amount of our 6% Notes to KPCB Holdings, Inc. and $12.5 million in principal amount of our 6% Notes to New Enterprise Associates pursuant to a note purchase agreement. For further information of our 6% Notes, see “Description of Capital Stock—6.0% Convertible Senior Secured Notes due 2020”.

We paid $1.0 million, $1.0 million, and $0.4 million of outstanding debt principal to Alberta Investment Management Corporation in 2015, 2016, and in the six months ended June 30, 2017, respectively. We recorded $5.6 million in accrued interest for the 8% Notes and the 6% Notes to KPCB Holdings, Inc. and New Enterprise Associates and $3.9 million in accrued interest to Alberta Investment Management Corporation. The paid-in-kind interest was converted to debt principal in each of the respective years. As of June 30, 2017, the total debt balance was $54.7 million for Alberta Investment Management Corporation, $25.3 million for KPCB Holdings, Inc., and $25.3 million for New Enterprise Associates.

Registration Rights Agreement

We have entered into an amended and restated registration rights agreement with certain holders of our preferred stock, including T.J. Rodgers, a member of our board of directors, as well as entities affiliated with KPCB Holdings, Inc., New Enterprise Associates, Kuwait Investment Authority, Alberta Investment Management Corporation and Advanced Equities Financial Corp. L. John Doerr, Scott Sandell and Peter Teti, members of our board of directors, are affiliated with KPCB Holdings, Inc., New Enterprise Associates and Alberta Investment Management Corporation, respectively. These stockholders are entitled to rights with respect to the registration of their shares following this offering. See the section titled “Description of Capital Stock—Registration Rights” for additional information.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, will require us to indemnify our directors to the fullest extent not prohibited by Delaware law. Subject to certain limitations, our amended and restated bylaws also require us to advance expenses incurred by our directors and officers. See the section titled “Executive Compensation—Limitation of Liability and Indemnification” for additional information.

Consulting Arrangement

In January 2009, we entered into a consulting agreement with General Colin L. Powell (Retired), a member of our board of directors, pursuant to which General Powell performs certain strategic planning and advisory services for us. Pursuant to this consulting agreement, General Powell receives compensation of $200,000 per year and reimbursement for reasonable expenses.

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Review, Approval, or Ratification of Transactions with Related Parties

Our related-person transactions policy adopted by our board of directors and the charter of our audit committee to be adopted by our board of directors and in effect immediately prior to the completion of this offering require that any transaction with a related person that must be reported under applicable rules of the SEC must be reviewed and approved or ratified by our audit committee, unless the related person is, or is associated with, a member of that committee, in which event the transaction must be reviewed and approved by our nominating and governance committee.

Our related-person transactions policy will apply to transactions, arrangements or relationships in which we are a participant, in which the amount involved exceeds $120,000 and in which a related person has or will have a direct or indirect material interest. A related person is: (i) any of our directors, nominees for director or executive officers, (ii) any immediate family member of a director, nominee for director or executive officer, and (iii) any person, and his or her immediate family members, or entity that is known by us to be a beneficial owner of 5% or more of any of our outstanding equity securities at the time the transaction occurred or existed.

In the course of its review and approval of related party transactions, our audit committee will consider the relevant facts and circumstances to decide whether to approve such transactions. Our audit committee will approve only those related-person transactions that it determines, in light of known circumstances, are in, or not inconsistent with, our best interests and the best interests of our stockholders, as the audit committee determines in the good faith exercise of its discretion.

For the purposes of our related-person transactions policy, our audit committee has determined that, in the absence of facts or circumstances indicating special or unusual benefits to the related person, a related person does not have a direct or indirect material interest in the following categories of transactions, and therefore such following categories of transactions need not be approved by the audit committee under the related-person transactions policy:

• our employment of any executive officer, if the compensation related to such executive officer’s employment is required to be reported in our proxy statement under Item 402 of the SEC’s compensation disclosure requirements, or if such executive officer is not an immediate family member of another of our executive officers or directors and our nomination and corporate governance committee approved such compensation;

• any compensation paid to a director if the compensation is required to be reported in our proxy statement under Item 402 Regulation SK;

• any transaction with another company at which a related person’s only relationship is as an employee (other than as an executive officer), director or beneficial owner of less than 10% of that company’s shares or as a limited partner holding interests of less than 10% in the limited partnership (or similar interests in an alternative form of entity), if the aggregate amount involved does not exceed the greater of $1,000,000, or 2% of that company’s (or other entity’s) total annual revenues, provided that if the related person is such only because of the ownership of more than 5% of our outstanding voting securities, then such person shall not be deemed to have an indirect material interest in the transaction if such person’s relationship with the other company is the ownership of less than a majority of such other company’s outstanding voting shares;

• any transaction where the related person’s interest arises solely from the ownership of our common stock and all holders of our common stock received the same benefit on a pro rata basis (e.g. dividends);

• any transaction with a related person where the rates or charges involved are determined by competitive bids;

• any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or

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• any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or similar services.

Prior to the adoption of our related-person transactions policy, we had no formal, written policy or procedure for the review and approval of related-person transactions. However, our practice has been to have all related-person transactions reviewed and approved by a majority of the disinterested members of our board of directors, including the transactions described above.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table presents information regarding the beneficial ownership of our common stock as of June 30, 2017, and as adjusted to reflect the sale of the common stock by us and the selling stockholders in this offering assuming no exercise of the underwriters’ option to purchase additional shares, by:

• each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

• each of our directors;

• each of our named executive officers;

• all of our current directors and executive officers as a group; and

• each other selling stockholder.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, to our knowledge, based on the information furnished to us, the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. We have deemed shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of June 30, 2017 to be outstanding and to be beneficially owned by the person holding the option for the purpose of computing the percentage ownership of that person but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person.

We have based percentage ownership of our common stock before this offering on 132,799,5150 shares of common stock outstanding as of June 30, 2017. Percentage ownership of our common stock after this offering also assumes the sale by us and the selling stockholders of                 shares of common stock in this offering. An asterisk (*) below denotes beneficial ownership of less than 1%.

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Unless otherwise indicated, the address of each of the individuals and entities named below is: c/o Bloom Energy Corporation, 1299 Orleans Drive, Sunnyvale, California 94089.

Beneficial Owner	Beneficial Ownership Prior to This Offering					Number of Shares Being Offered	Beneficial Ownership After This Offering
	Shares		%				Shares	%
Named Executive Officers and Directors
KR Sridhar(1)		4,686,337		3.46	%
Matt Ross(5)		231,332		*
Randy Furr(2)		311,109		*
Mary K. Bush(3)		12,500		*
L. John Doerr(4)		20,938,318		15.77
Colin Powell(5)		225,000		*
T. J. Rodgers(6)		487,500		*
Scott Sandell(7)		11,581,346		8.72
Peter Teti(8)		9,986,406		7.48
Eddy Zervigon(9)		43,195		*
All current executive officers and directors as a group (16 persons)(10)		50,769,122		38.12
Other 5% Stockholders:
Entities affiliated with Alberta Investment Management Corporation(11)		9,986,406		7.48
Entities affiliated with Advanced Equities Financial Corp.(12)		8,695,287		6.55
KPCB Holdings, Inc. as nominee(13)		20,938,318		15.77
Entities affiliated with Kuwait Investment Authority(14)		13,890,320		10.46
Entities affiliated with New Enterprise Associates(15)		11,581,346		8.72
Other Selling Stockholders:

^(*)  Less than one percent (1%).

⁽¹⁾  Represents (i) 2,064,974 shares held by Mr. Sridhar; (ii) 49,704 shares held by KR Sridhar, as Trustee of the KR Sridhar 2008 Annuity Trust AS dated December 18, 2008, (iii) 49,704 shares held by KR Sridhar, as Trustee of the KR Sridhar 2008 Annuity Trust KS dated December 18, 2008, (iv) 83,445 shares held by KR Sridhar, as Trustee of the KR Sridhar 2010 Annuity Trust AS dated April 27, 2010, (v) 83,445 shares held by KR Sridhar, as Trustee of the KR Sridhar 2010 Annuity Trust KS dated April 27, 2010, (vi) 488,280 shares held by The KR Sridhar and Sudha Sarma 2012 Irrevocable Trust and (vii) 2,621,363 shares underlying stock options exercisable within 60 days of June 30, 2017 held by Mr. Sridhar.

⁽²⁾  Represents 311,109 shares underlying stock options exercisable within 60 days of June 30, 2017 held by Mr. Furr.

⁽³⁾  Represents 12,500 shares underlying stock options exercisable within 60 days of June 30, 2017 held by Ms. Bush.

⁽⁴⁾  Consists of the shares of common stock referenced in footnote (13) below.

⁽⁵⁾  Represents (i) 9,114 shares held by Mr. Powell, (ii) 21,744 shares held by The CLP 3-Year GRAT u/a dtd 9/28/2012, Colin L. Powell, Trustee, (iii) 69,142 shares held by The CLP 4-Year GRAT u/a dtd 10/16/2016, Colin L. Powell, Trustee; and (iv) 125,000 shares underlying stock options exercisable within 60 days of June 30, 2017 held by Mr. Powell.

⁽⁶⁾  Represents (i) 300,000 shares held by Mr. Rodgers and (ii) 187,500 shares underlying stock options exercisable within 60 days of June 30, 2017 held by Mr. Rodgers.

⁽⁷⁾  Consists of the shares of common stock referenced in footnote (15) below.

⁽⁸⁾  Consists of the shares of common stock referenced in footnote (11) below.

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⁽⁹⁾  Represents (i) 41,695 shares held by Mr. Zervigon and (ii) 9,000 shares held by Eddy Zervigon IRA Account.

⁽¹⁰⁾  Represents (i) 43,668,423 shares, (ii) 5,019,252 shares underlying stock options exercisable within 60 days of June 30, 2017, (iii) 702,823 shares underlying warrants exercisable within 60 days of June 30, 2017 and (iv) 1,429,289 shares issuable upon conversion of the outstanding principal and interest accrued as of June 30, 2017 on 8% Notes held by our executive officers and directors as a group.

⁽¹¹⁾  Represents (i) 3,161,986 shares held by 1536053 Alberta Ltd., (ii) 5,645,779 shares held by 1536057 Alberta Ltd., (iii) 330,749 shares underlying warrants exercisable within 60 days of June 30, 2017 held by PE 12GVVC (US Direct) Ltd., (iv) 372,074 shares underlying warrants exercisable within 60 days of June 30, 2017 held by PE 12PXVC (US Direct) Ltd., (v) 223,920 shares issuable upon conversion of the outstanding principal and interest accrued as of June 30, 2017 on 8% Notes held by PE 12GVVC (US Direct) Ltd. and (vi) 251,898 shares issuable upon conversion of the outstanding principal and interest accrued as of June 30, 2017 on 8% Notes held by PE 12PXVC (US Direct) Ltd. (collectively, the AIMCo Funds). Peter Teti, one of our directors, is the Senior Vice President of Private Equity and Relationship Investing of Alberta Investment Management Corporation and, therefore, may be deemed to share voting and investment power over the shares held by the AIMCo Funds. The address of these entities is 1100-10830 Jasper Avenue, Edmonton, Alberta T5J 2B3, Canada.

⁽¹²⁾  Represents (i) 70,735 shares held by Advanced Equities Financial Corp., (ii) 1,652,305 shares held by Advanced Equities GreenTech Investments I, LLC, (iii) 1,274 shares held by Advanced Equities GreenTech Investments III, LLC, (iv) 139,651 shares held by Advanced Equities GreenTech Investments III-2, LLC, (v) 82,770 shares held by Advanced Equities GreenTech Investments IV, LLC, (vi) 247,240 shares held by AEI 2006 Venture Investments I, LLC, (vii) 715,860 shares held by AEI 2006 Venture Investments II, LLC, (viii) 82,729 shares held by AEI 2010 CleanTech Ventures I, LLC, (ix) 4,929 shares held by AEI 2010 CleanTech Ventures I-2, LLC, (x) 174,172 shares held by AEI 2010 CleanTech Ventures II, LLC, (xi) 446,948 shares held by AEI Bloom Secondary II, LLC, (xii) 64,212 shares held by AEI Bloom Secondary, LLC, (xiii) 112,879 shares held by AEI Bloom X, LLC, (xiv) 346,939 shares held by AEI GreenTech Investments III, LLC, (xv) 3,531,920 shares held by AEI GreenTech Investments IV, LLC, (xvi) 424,088 shares held by AEI GreenTech Investments V, LLC, (xvii) 194,079 shares held by AEI GreenTech Investments VII, LLC, (xviii) 346,773 shares held by AEI Project X, LLC, (xix) 95,661 shares held by AEI Trilogy Fund I, LLC and (xx) 533 shares underlying warrants exercisable within 60 days of September 30, 2016 held by Advanced Equities Financial Corp. The address of these entities is 311 S. Wacker Drive, Suite 1650, Chicago, IL 60606.

⁽¹³⁾  Consists of (i) 7,953,418 shares of common stock held by Kleiner Perkins Caufield & Byers IX-A, L.P., or KPCB IX-A, (ii) 245,539 shares of common stock held by Kleiner Perkins Caufield & Byers IX-B, L.P., or KPCB IX-B, (iii) 7,000,929 shares of common stock held by Kleiner Perkins Caufield & Byers X-A, L.P., or KPCB X-A, (iv) 197,455 shares of common stock held by Kleiner Perkins Caufield & Byers X-B, L.P., or KPCB X-B, (v) 5,064,242 shares of common stock held by individuals and entities associated with Kleiner Perkins Caufield & Byers, including 987,074 shares of common stock held directly by L. John Doerr, a director of the issuer and (vi) 476,735 shares issuable upon conversion of the outstanding principal and interest accrued as of September 30, 2016 on 8% Notes held by KPCB Holdings, Inc., as nominee. All shares are held for convenience in the name of KPCB Holdings, Inc., as nominee, for the accounts of such individuals and entities who each exercise their own voting and dispositive control over such shares. KPCB IX Associates, LLC, or KPCB IX Associates, is the general partner of KPCB IX-A and KPCB IX-B. KPCB X Associates, LLC, or KPCB X Associates, is the general partner of KPCB X-A and KPCB X-B. Brook H. Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond J. Lane and Theodore E. Schlein, the managers of KPCB IX Associates, share voting and dispositive control over the shares held by KPCB IX-A and KPCB IX-B. Brook H. Byers, L. John Doerr, Kevin Compton, Doug Mackenzie, Raymond J. Lane and Theodore E. Schlein, the managers of KPCB X Associates, share voting and dispositive control over the shares held by KPCB X-A and KPCB X-B. Each manager of KPCB IX Associates and KPCB X Associates disclaims beneficial ownership of the shares held by KPCB IX-A, KPCB IX-B, KPCB X-A and

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KPCB X-B. The address for the funds affiliated with Kleiner Perkins Caufield & Byers is 2750 Sand Hill Road, Menlo Park, CA 94025.

⁽¹⁴⁾  Represents (i) 6,017,378 shares held by Kuwait Investment Authority, a Kuwaiti public authority established under Kuwaiti Law No. 47/1982 for the purpose of managing, in the name and for the account of the Government of the State of Kuwait, the investments of the State of Kuwait (KIA), (ii) 3,105,589 shares held by Kuwait Investment Office (being the London office) of the Kuwait Investment Authority of the Government of the State of Kuwait and (iii) 4,767,353 shares issuable upon conversion of the outstanding principal and interest accrued as of June 30, 2017 on 8% Notes held by KIA. The address for the registered office for Kuwait Investment Authority is Block No. 3, Ministries Complex, City of Kuwait, Kuwait (KIA).

⁽¹⁵⁾  Represents (i) 29,508 shares held by NEA Ventures 2003, LP, (ii) 11,075,103 shares held by New Enterprise Associates 10, LP and (iii) 476,735 shares issuable upon conversion of the outstanding principal and interest accrued as of June 30, 2017 on 8% Notes held by New Enterprise Associates 10, LP (collectively, the NEA Funds). The General Partner for NEA Ventures 2003, LP is J. Daniel Moore. The General Partner for New Enterprise Associates 10, LP is NEA Partners 10, LP. The individual general partners of NEA Partners 10, LP are M. James Barrett, Peter Barris, C. Richard Kramlich, Charles W. Newhall, III, Mark W. Perry, Scott D. Sandell and Eugene A. Trainor, III. Neither NEA Partners 10, LP nor any of its general partners has voting or dispositive power over the shares directly held by NEA Ventures 2003, LP, and each disclaims beneficial ownership of such shares except to the extent of their proportionate pecuniary interest therein, if any. Mr. Sandell, one of our directors, is the managing general partner of New Enterprise Associates and, therefore, may be deemed to share voting and investment power over the shares held by the NEA Funds. The address of these entities is 2855 Sand Hill Road, Menlo Park, CA 94025.

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DESCRIPTION OF CAPITAL STOCK

General

Upon completion of this offering, our authorized capital stock will consist of                 shares of common stock, $0.0001 par value per share, and                 shares of undesignated preferred stock, $0.0001 par value per share. The following description summarizes the terms of our capital stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description, you should refer to our amended and restated certificate of incorporation and amended and restated bylaws, which are included as exhibits to the registration statement of which this prospectus forms a part, and to the applicable provisions of Delaware law.

Pursuant to the provisions of our certificate of incorporation all of the outstanding convertible preferred stock will automatically convert into common stock in connection with the completion of this offering. Assuming effectiveness of this conversion, the automatic conversion of our 8% Notes into common stock effective upon the completion of this offering and the exercise of warrants for an aggregate of 619,333 shares of our common stock on or prior to the completion of this offering, as of June 30, 2017, there were 132,799,150 shares of our common stock issued, held by approximately 700 stockholders of record, and no shares of our preferred stock outstanding. Our board of directors is authorized, without stockholder approval, to issue additional shares of our capital stock.

Common Stock

Dividend Rights

Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine. See “Dividend Policy” for more information.

Voting Rights

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. We have not provided for cumulative voting for the election of directors in our amended and restated certificate of incorporation. Accordingly, holders of a majority of the shares of our common stock will be able to elect all of our directors. Our amended and restated certificate of incorporation that will become effective in connection with the completion of this offering establishes a classified board of directors, to be divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.

No Preemptive or Similar Rights

Our common stock is not entitled to preemptive rights, and is not subject to conversion, redemption or sinking fund provisions.

Right to Receive Liquidation Distributions

Upon our liquidation, dissolution or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our common stock and any participating preferred stock outstanding at that time, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights of and the payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

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Preferred Stock

Following this offering, our board of directors will be authorized, subject to limitations prescribed by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series and to fix the designation, powers, preferences and rights of the shares of each series and any of its qualifications, limitations or restrictions, in each case without further vote or action by our stockholders. Our board of directors can also increase or decrease the number of shares of any series of preferred stock, but not below the number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and might adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. We have no current plan to issue any shares of preferred stock.

Options

As of June 30, 2017, we had outstanding options to purchase 16,271,437 shares of our common stock, with a weighted average exercise price of $17.31, granted pursuant to our 2002 Equity Incentive Plan and our 2012 Equity Incentive Plan.

Restricted Stock Units

As of June 30, 2017, we had outstanding restricted stock units that may be settled for 4,688,879 shares of our common stock, granted pursuant to our 2012 Equity Incentive Plan.

Warrants

As of June 30, 2017, we had outstanding the following warrants to purchase shares of our capital stock:

Type of Capital Stock	Total Number of Shares Subject to Warrants		Exercise Price Per Share		Expiration Dates
Common Stock		50,000	$	25.76		06/27/2019
Series F convertible preferred stock		18,951		18.52		12/31/2020	(2)
Series F convertible preferred stock		702,823		18.52		07/01/2021	(2)
Series F convertible preferred stock		150,000		18.52		07/19/2023	(1)(3)
Series G convertible preferred stock		400,000		25.76		06/26/2019	(2)
Series G convertible preferred stock		11,646		25.76		09/27/2022	(2)
Series G convertible preferred stock		7,764		25.76		12/31/2022	(2)

⁽¹⁾  Unless exercised earlier, all of these warrants automatically expire in accordance with their terms immediately prior to the completion of this offering.

⁽²⁾  Unless exercised earlier and after the completion of this offering, all of these warrants will become exercisable to purchase such number shares of our common stock into which such number of Series F convertible preferred stock or Series G convertible preferred stock, as applicable, subject to the purchase rights under the warrants would have been converted immediately prior to the completion of this offering as a result of the automatic conversion of our outstanding preferred stock. The exercise prices of these warrants may be paid either in cash or by surrendering the right to receive shares of our common stock having a value equal to the exercise price.

⁽³⁾  We expect these warrants will be exercised prior to the completion of this offering.

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Securities Acquisition Agreement

In June 2014, we entered into a securities acquisition agreement as part of a dispute settlement with a securities placement agent pursuant to which a total of 200,000 shares of our common stock will be issued 180 days after the date of this prospectus.

Common Stock Award Agreement

In September 2015, we entered into a common stock award agreement with one of our customers pursuant to which up to a total of 400,000 shares of our common stock will be issued to such customer on the occurrence of certain installation milestones. The share issuances are recorded as a reduction of product revenue when the milestones are achieved and are recorded as additional paid-in capital when the shares are issued. As of December 31, 2015 and 2016, and the six months ended June 30, 2017, no shares, 88,000 shares and 176,000 shares of our common stock had been issued to such customer pursuant to this agreement, respectively.

6.0% Convertible Senior Secured PIK Notes due 2020

On December 15, 2015, we issued $160.0 million aggregate principal amount of our 6.0% Convertible Senior Secured PIK Notes due 2020 (6% Notes) pursuant to a note purchase agreement with certain accredited investors and qualified institutional buyers and pursuant to an indenture dated as of December 15, 2015. The 6% Notes are secured by our working capital, fixed assets, intellectual property and other assets, subject to limited exceptions. The 6% Notes bear a fixed interest rate of 6.0%, compounded monthly and payable in cash or in kind at our election, and are due on December 1, 2020. Under the terms of the indenture, we are required to comply with various restrictive covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on investments. In addition, we are required to maintain collateral which secures the 6% Notes in an amount equal to 200% of the principal amount of and accrued and unpaid interest on the outstanding 6% Notes. As of December 31, 2016 and June 30, 2017, the outstanding principal and accrued interest on the 6% Notes was $270.8 million and $277.6 million, respectively. During the six months ended June 30, we executed an indenture for up to $150.0 million that can be drawn upon through June 29, 2018. On the issue date of June 27, 2017, we issued to certain investors $100.0 million of secured notes. The notes (the “10% Notes”) bear a 10.0% fixed interest rate, compounded monthly, and are due biannually until maturity in June 2024. The 10% Notes securitize the operations and maintenance (O&M) payments from the PPA entities. The O&M payments were collateral for the 6% Notes. Due to the restructuring of the collateral for the 6% Notes, a 1.0% interest increase was negotiated for the 6% Notes from 5% to 6% effective July 1, 2017.

Following the completion of this offering, the outstanding principal and accrued interest on the 6% Notes will be convertible at any time at the option of the holders thereof into shares of our common stock at an initial conversion price equal to the lower of $30.91 and 85% of the initial public offering price of our common stock sold in this offering, or $         per share based on the midpoint of the price range on the cover of this prospectus. The initial conversion price applicable to the 6% Notes following the completion of this offering may be adjusted from time to time on the occurrence of any stock split or combination of shares affecting our common stock, any dividends or distributions on shares of our common stock, issuances of rights, options or warrants, or payments by us with respect to tender or exchange offers for our common stock.

On or after the date that is two years following the consummation of this offering, if the closing price of our common stock is equal to or greater than 150% of the initial public offering price of our common stock sold in this offering for at least 20 trading days out of a period of 30 consecutive trading days, we may at our election redeem all or part of the 6% Notes at a redemption price payable in cash equal to 100% of the principal amount of the 6% Notes to be redeemed, plus accrued but unpaid interest. Upon any such election, any holder of the 6% Notes may elect to convert such holder’s 6% Notes into shares of our common stock at an adjusted ‘make whole’ conversion rate, as determined pursuant to the indenture. The adjusted “make whole” conversion rate will be

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equal to the conversion rate in effect at the time of such election, as adjusted based on (i) the average of the last reported sale prices of our common stock over the five trading day period ending on, and including, the trading day immediately preceding the date of notice of our election to redeem the notes, and (ii) make-whole provisions, as determined in good faith by Morgan Stanley & Co. LLC in a commercially reasonable manner, consistent in all material respects with make-whole provisions that are customary for indentures governing convertible notes issued in market registered offerings, and consistent with the following methodology and inputs: maturity, coupon, conversion premium (as calculated using the relationship between the IPO price and the adjusted conversion price), assuming LIBOR plus 600 bps credit spread, 1.75% 5-year swap rate, 40% volatility and 0.25% borrowing cost in the Kynex convertible bond model.

The value of the make-whole shares is intended to be equal to the loss of value to the holder’s convertible bond’s embedded option resulting from the reduced volatility and value, if any, of the underlying asset.

In addition, any holder of the 6% Notes may require us to repurchase for cash any or all of such holder’s 6% Notes at a repurchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, or alternatively may elect to convert any or all of such holder’s 6% Notes into shares of our common stock at an adjusted ‘make whole’ conversion rate, as determined pursuant to the indenture, upon the occurrence of any of the following events following the consummation of this offering:

(i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than us, our direct or indirect wholly-owned subsidiaries and the employee benefit plans thereof, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner”, as defined in Rule 13d-3 under the Exchange Act, of our common equity representing more than 50% of the voting power of our common equity;

(ii) the consummation of (a) any recapitalization, reclassification or change of our common stock as a result of which our common stock would be converted into, or exchanged for, stock or other securities, other property or assets, (b) any share exchange, consolidation, merger or similar transaction involving us pursuant to which our common stock will be converted into cash, securities or other property or assets; or (iii) any sale, conveyance, lease or other transfer or similar transaction in one transaction or a series of transactions of all or substantially all of our consolidated assets and our subsidiaries, taken as a whole, to any person other than one or more of our direct or indirect wholly-owned subsidiaries;

(iii) our stockholders approve any plan or proposal for our liquidation or dissolution; or

(iv) our common stock ceases to be listed or quoted on the .

In connection with a holder’s election to convert such holder’s 6% notes following one of the above events, the adjusted “make whole” conversion rate described above will apply.

In addition, in connection with the issuance of the 6% Notes, we agreed to issue to certain purchasers of the 6% Notes, upon the occurrence of certain conditions, warrants to purchase up to a maximum of 469,333 shares of our common stock at an exercise price of $0.01 per share (the Note Warrants). The Note Warrants will automatically be deemed exercised immediately prior to the completion of this offering.

Registration Rights

Following the completion of this offering, the holders of                 shares of our common stock issuable upon conversion of our convertible preferred stock or their permitted transferees are entitled to rights with respect to the registration of these shares under the Securities Act. In addition, holders of our 6% Notes and holders of our warrants exercisable for Series F convertible preferred stock and Series G convertible preferred stock will also be entitled to rights with respect to registration of shares issuable upon the conversion of the 6% Notes or the exercise of such warrants, respectively, under the Securities Act. These rights are provided under the terms of our eighth amended and restated registration rights agreement, as amended, (the Rights Agreement)

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between us and the holders of these shares, which was entered into in connection with our convertible preferred stock financings, and include demand, Form S-3 and piggyback registration rights. In any registration made pursuant to such Rights Agreement, all fees, costs, and expenses of underwritten registrations, including fees and disbursements of special counsel to the selling stockholders, will be borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the holders of the shares being registered.

The registration rights terminate five years following the completion of this offering, or, with respect to any particular stockholder, at such time as we have completed this offering and such stockholder can sell all of its shares during any three month period pursuant to Rule 144 of the Securities Act.

Demand Registration Rights

Under the terms of our Rights Agreement, we will be required, upon the written request of holders of at least 33% of the shares that are entitled to registration rights under the Rights Agreement, to register, as soon as practicable, all or a portion of these shares for public resale, if the amount of registrable securities to be registered has an anticipated aggregate offering price of at least $10 million.

We are required to effect only two registrations pursuant to this provision of our Rights Agreement. We may postpone the filing of a registration statement no more than once in a 12-month period for up to 120 days and once for up to 90 days if our board of directors determines that the filing would be seriously detrimental to us and our stockholders. We are not required to effect a demand registration under certain additional circumstances specified in our Rights Agreement, including at any time earlier than 180 days after the effective date of this offering.

Form S-3 Registration Rights

The holders of shares of our common stock having registration rights or their permitted transferees are also entitled to short-form registration rights. Such holders can request that we register all or part of their shares on Form S-3 if we are eligible to file a registration statement on Form S-3 and if the aggregate price to the public of the shares offered is at least $3.0 million. Such holders may require us to effect no more than three registration statements on Form S-3 within a 12-month period. We may postpone the filing of a registration statement on Form S-3 no more than once during any 12-month period for up to 120 days and once for up to 90 days if our board of directors determines that the filing would be seriously detrimental to us and our stockholders. We are not required to effect a registration statement on Form S-3 under certain additional circumstances specified in our Rights Agreement.

Piggyback Registration Rights

If we register any of our securities for public sale, holders of shares of our common stock having registration rights or their permitted transferees will have the right to include their shares in the registration statement. However, this right does not apply to a registration relating to employee benefit plans, a registration relating to a corporate reorganization, a shelf registration statement on Form S-3 for the primary issuance of securities by us pursuant to Rule 15 of the Securities Act or a registration related to stock issued upon conversion of debt securities. The underwriters of any underwritten offering will have the right to limit the number of shares registered by these holders if they determine in good faith that marketing factors require limitation, in which case the number of shares to be registered will be apportioned, first, to us for our own account and, second, pro rata among these holders, according to the total amount of securities each holder is entitled to include. However, the number of shares to be registered by these holders cannot be reduced below 30% of the total shares covered by the registration statement.

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Anti-Takeover Provisions

The provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws to be in effect upon the completion of this offering could have the effect of delaying, deferring or discouraging another person from acquiring control of our company. These provisions, which are summarized below, may have the effect of discouraging takeover bids. They are designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Delaware Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder for a period of three years following the date on which the person became an interested stockholder unless:

• prior to the date of the transaction, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

• the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who are directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or subsequent to the date of the transaction, the business combination is approved by the board of directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a business combination includes a merger, asset or stock sale, or other transaction or series of transactions together resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve in advance.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws Provisions

Our amended and restated certificate of incorporation and our amended and restated bylaws, each as will be in effect upon the completion of this offering, include a number of provisions that could deter hostile takeovers or delay or prevent changes in control of our company, including the following:

• Board of directors vacancies. Our amended and restated certificate of incorporation and amended and restated bylaws will authorize only our board of directors to fill vacant directorships, including newly created seats. In addition, the number of directors constituting our board of directors is permitted to be set only by a resolution adopted by a majority vote of our entire board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This makes it more difficult to change the composition of our board of directors but promotes continuity of management.

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• Classified board. Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our board is classified into three classes of directors, each with staggered three year terms. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time-consuming for stockholders to replace a majority of the directors on a classified board of directors. See “Management—Classified Board of Directors.”

• Stockholder action; special meetings of stockholders. Our amended and restated certificate of incorporation will provide that our stockholders may not take action by written consent, but may only take action at annual or special meetings of our stockholders. As a result, a holder controlling a majority of our capital stock would not be able to amend our amended and restated bylaws or remove directors without holding a meeting of our stockholders called in accordance with our amended and restated bylaws. Further, our amended and restated bylaws will provide that special meetings of our stockholders may be called only by a majority of our board of directors, the chairman of our board of directors, our Chief Executive Officer or our President, thus prohibiting a stockholder from calling a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders controlling a majority of our capital stock to take any action, including the removal of directors.

• Advance notice requirements for stockholder proposals and director nominations. Our amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate candidates for election as directors at our annual meeting of stockholders. Our amended and restated bylaws also will specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.

• No cumulative voting. The Delaware General Corporation Law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation and amended and restated bylaws will not provide for cumulative voting.

• Directors removed only for cause. Our amended and restated certificate of incorporation will provide that stockholders may remove directors only for cause.

• Amendment of charter provisions. Any amendment of the above expected provisions in our amended and restated certificate of incorporation would require approval by holders of at least two-thirds of our outstanding common stock.

• Issuance of undesignated preferred stock. Our board of directors has the authority, without further action by the stockholders, to issue up to 10,000,000 shares of undesignated preferred stock with rights and preferences, including voting rights, designated from time to time by our board of directors. The existence of authorized but unissued shares of preferred stock would enable our board of directors to render more difficult or to discourage an attempt to obtain control of us by a merger, tender offer, proxy contest or other means.

• Choice of forum. Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine.

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Transfer Agent and Registrar

Upon the completion of this offering, the transfer agent and registrar for our common stock will be America Stock Transfer & Trust Company, LLC. The transfer agent’s address is 6201 15th Avenue, Brooklyn, New York 11219.

Exchange Listing

We have applied to list our common stock on the                 under the symbol “BE.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has not been any public market for our common stock, and we make no prediction as to the effect, if any, that market sales of shares of common stock or the availability of shares of common stock for sale will have on the market price of common stock prevailing from time to time. Nevertheless, sales of substantial amounts of common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of common stock and could impair our future ability to raise capital through the sale of equity securities.

When this offering is complete, we will have an aggregate of                 shares of common stock outstanding, assuming (1) the automatic conversion of all outstanding shares of our convertible preferred stock into an aggregate of 107,610,244 shares of common stock effective upon the closing of this offering, (2) the automatic conversion of all of our outstanding 8% Notes into shares of our Series G convertible preferred stock and the subsequent automatic conversion of such shares of Series G convertible preferred stock into an aggregate of 9,125,606 shares of common stock effective upon the closing of this offering, (3) the issuance and exercise of warrants to purchase 469,333 shares of our common stock at an exercise price of $0.01 per share to certain purchasers of our 6% Notes, as described in “Description of Capital Stock—6.0% Convertible Senior Secured PIK Notes due 2020”, which warrants will automatically be deemed exercised pursuant to their terms immediately prior to the completion of this offering, (4) the issuance of 200,000 shares of common stock 180 days from the date of this prospectus as part of a dispute settlement with a securities placement agent, as described in “Description of Capital Stock—Securities Acquisition Agreement”, (5) no exercise of outstanding warrants, except for an aggregate of 150,000 shares of common stock that we expect to issue upon the exercise of outstanding warrants exercisable for shares of our Series F convertible preferred stock, which warrants would otherwise expire immediately prior to the completion of this offering, (6) no exercise of outstanding options to purchase common stock, (7) no settlements of outstanding RSUs, (8) no issuance of the total of 224,000 shares of our common stock issuable to one of our customers upon the occurrence of certain installation milestones, and (9) the underwriters do not exercise their option to purchase additional shares from us.

Of the outstanding shares, all of the                 shares sold in this offering, plus any additional shares sold upon exercise of the underwriters’ option to purchase additional shares from us, will be freely tradable, except that any shares purchased by “affiliates” (as that term is defined in Rule 144 under the Securities Act) may only be sold in compliance with the limitations described below. The remaining                 shares of common stock will be deemed “restricted securities” as defined in Rule 144. Restricted securities may be sold in the public market only if registered or if they qualify for an exemption from registration under Rule 144 or Rule 701, promulgated under the Securities Act, which rules are summarized below.

As a result of the contractual restrictions described below and the provisions of Rules 144 and 701, the restricted shares will be available for sale in the public market as follows:

• no shares will be eligible for sale when this offering is complete;

• shares will be eligible for sale upon the expiration of the lock-up agreements with the underwriters or market standoff provisions in agreements with us, as described below, beginning 180 days after the date of this prospectus; and

• shares will be eligible for sale upon the exercise of vested options 180 days after the date of this prospectus, subject to extension in certain circumstances.

In addition, of the 16,271,437 shares of our common stock that were subject to stock options outstanding as of June 30, 2017, options to purchase 10,288,817 shares of common stock were vested as of June 30, 2017 and will be eligible for sale 180 days following the effective date of this offering, subject to extension as described in the section entitled “Underwriting.”

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Lock-Up Agreements and Obligations

All of our directors, executive officers, and the holders of substantially all of our outstanding equity securities are subject to lock-up agreements with the underwriters or market standoff provisions in agreements with us that, subject to certain exceptions, prohibit them from offering for sale, selling, contracting to sell, granting any option for the sale of, transferring, or otherwise disposing of any shares of our common stock, options, or warrants to acquire shares of our common stock, or any security or instrument related to this common stock, option, or warrant for a period of 180 days following the date of this prospectus, without the prior written consent of J.P. Morgan Securities LLC or us, as the case may be. We have agreed with the underwriters not to release any security holder from market standoff provisions in agreements with us without the consent of J.P. Morgan Securities LLC. See the section titled “Underwriting” for additional information.

Rule 144

In general, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation or notice provisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates, then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

In general, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately shares immediately after this offering; or

• the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 generally allows a stockholder who purchased shares of our common stock pursuant to a written compensatory plan or contract and who is not deemed to have been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but without being required to comply with the public information, holding period, volume limitation, or notice provisions of Rule 144. Rule 701 also permits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirements of Rule 144. All holders of Rule 701 shares, however, are required to wait until 90 days after the date of this prospectus before selling such shares pursuant to Rule 701.

Stock Options

We intend to file registration statements on Form S-8 under the Securities Act covering all of the shares of our common stock subject to options outstanding or reserved for issuance under our stock plans, 2016 Employee Stock Purchase Plan and shares of our common stock issued upon the exercise of options by employees. We

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expect to file this registration statement as soon as permitted under the Securities Act. Shares covered by this registration statement will be eligible for sale in the public market, upon the expiration or release from the terms of the lock-up agreements, and subject to vesting of such shares.

Registration Rights

When this offering is complete, the holders of an aggregate of                 shares of our common stock, or their transferees, will be entitled to rights with respect to the registration of their shares under the Securities Act. In addition, holders of our 6% Notes and holders of our warrants exercisable for Series F convertible preferred stock and Series G convertible preferred stock will also be entitled to rights with respect to registration of shares issuable upon the conversion of the 6% Notes or the exercise of such warrants, respectively, under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradeable without restriction under the Securities Act immediately upon the effectiveness of such registration. For a further description of these rights, see “Description of Capital Stock—Registration Rights.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material U.S. federal income tax considerations of the ownership and disposition of our common stock sold pursuant to this offering to non-U.S. holders, as defined below, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code, U.S. Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below.

This summary does not address the tax considerations arising under the laws of any non-U.S., state or local jurisdiction or under U.S. federal gift and estate tax laws. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

• banks, insurance companies or other financial institutions;

• partnerships or entities or arrangements treated as partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities);

• persons subject to the alternative minimum tax;

• pension funds

• real estate investment trusts;

• regulated investment companies;

• tax-qualified retirement plans;

• tax-exempt organizations;

• persons who acquired our common stock through exercise of compensatory stock options or otherwise as compensation for services;

• controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• persons that own, or are deemed to own, more than five percent of our capital stock, except to the extent specifically set forth below;

• certain former citizens or long-term residents of the United States;

• persons who hold our common stock as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction;

• persons who do not hold our common stock as a capital asset within the meaning of Section 1221 of the Internal Revenue Code (generally, for investment purposes); or

• persons deemed to sell our common stock under the constructive sale provisions of the Internal Revenue Code.

If a partnership, including any entity or arrangement classified as a partnership for U.S. federal income tax purposes, holds our common stock, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold our common stock, and partners in such partnerships, should consult their tax advisors with respect to the U.S. federal income tax consequences of the ownership and disposition of our common stock.

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YOU ARE URGED TO CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Non-U.S. Holder Defined

For purposes of this discussion, you are a “non-U.S. holder” if you are a beneficial owner of our common stock, other than a partnership or entity classified as a partnership for U.S. federal income tax purposes, that is not:

• an individual citizen or resident of the United States;

• a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or any political subdivision thereof;

• an estate whose income is subject to U.S. federal income tax regardless of its source; or

• a trust (x) whose administration is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (y) which has made an election to be treated as a U.S. person.

If you are a non-U.S. citizen who is an individual, you may, in many cases, be treated as a U.S. resident by virtue of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least 183 days during a three-year period ending in the current calendar year. For these purposes, all the days you are present in the current year, one-third of the days you were present in the immediately preceding year, and one-sixth of the days you were present in the second preceding year are counted. If you are a U.S. resident, you will be subject to U.S. federal income tax in the same manner as U.S. citizens, and this discussion will not apply to you. You should consult your tax advisor if you are unsure whether you are a U.S. resident, and regarding the U.S. federal income tax considerations of the ownership or disposition of our common stock.

Distributions

We have not made any distributions on our common stock and we do not plan to make any distributions for the foreseeable future. However, if we do make distributions on our common stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent those distributions exceed both our current and our accumulated earnings and profits, they will constitute a return of capital and will first reduce your basis in our common stock, but not below zero, and then, to the extent they exceed your basis, will be treated as gain from the sale of stock (see “—Gain on Disposition of Common Stock,” below).

Any dividend paid to you generally will be subject to U.S. withholding tax at a rate of 30% of the gross amount of the dividend, or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate of withholding tax, you must provide us with a valid and properly completed IRS Form W-8BEN, IRS Form W-8BEN-E or other appropriate version of IRS Form W-8 (or successor of such forms), including a U.S. taxpayer identification number and certifying qualification for the reduced rate. A non-U.S. holder of shares of our common stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service. If the non-U.S. holder holds the stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to the agent, which then will be required to provide certification to us or our paying agent, either directly or through other intermediaries.

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Dividends you receive that are effectively connected with your conduct of a U.S. trade or business, are generally exempt from such withholding tax. In order to obtain this exemption, you must provide us with a valid and properly completed IRS Form W-8ECI (or successor form) or other applicable IRS Form W-8 properly certifying such exemption. Although not subject to withholding tax, dividends you receive that are effectively connected with your conduct of a U.S. trade or business (and, if an income tax treaty applies, are attributable to a permanent establishment you maintain in the United States) generally are taxed at the same graduated rates applicable to U.S. persons, net of certain deductions and credits. In addition, if you are a corporate non-U.S. holder, dividends you receive that are effectively connected with your conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate of 30%, or such lower rate as may be specified by an applicable income tax treaty.

Gain on Disposition of Common Stock

You generally will not be required to pay U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

• the gain is effectively connected with your conduct of a U.S. trade or business, and, if an income tax treaty applies, the gain is attributable to a permanent establishment you maintain in the United States;

• you are an individual who is present in the United States for a period or periods aggregating 183 days or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

• our common stock constitutes a U.S. real property interest by reason of our status as a “United States real property holding corporation” (USRPHC), for U.S. federal income tax purposes, at any time within the shorter of the five-year period preceding the disposition or your holding period for our common stock.

We believe that we are not currently and will not become a USRPHC. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property relative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future. Even if we become a USRPHC, however, as long as our common stock is regularly traded on an established securities market, our common stock will be treated as a U.S. real property interest only if you actually or constructively hold more than five percent of such common stock at any time during the applicable period described above. There can be no assurance that our common stock will be (or will continue to be) regularly traded on an established securities market.

If you are a non-U.S. holder described in the first bullet above, you will generally be required to pay tax on the gain derived from the sale, net of certain deductions or credits, under regular graduated U.S. federal income tax rates. Corporate non-U.S. holders described in the first bullet above may also be subject to branch profits tax at a 30% rate, or such lower rate as may be specified by an applicable income tax treaty. If you are an individual non-U.S. holder described in the second bullet above, you will be required to pay a flat 30% tax on the gain derived from the sale even though you are not considered a resident of the United States. The gain so described may be offset by certain U.S. source capital losses. You should consult your tax advisor to determine whether you meet the conditions of this tax, and whether any applicable income tax or other treaties provide for different rules.

Backup Withholding and Information Reporting

The Internal Revenue Code and the U.S. Treasury regulations require those who make specified payments to report the payments to the Internal Revenue Service. Among the specified payments are dividends and proceeds from stock dispositions paid by brokers to their customers. The required information returns enable the Internal Revenue Service to determine whether the recipient properly included the payments in income. This reporting

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regime is reinforced by “backup withholding” rules. These rules require the payers to withhold tax from payments subject to information reporting if the recipient fails to cooperate with the reporting regime by failing to provide his taxpayer identification number to the payer, by furnishing an incorrect identification number, or by failing to report interest or dividends on his returns. The backup withholding tax rate is currently 28%. The backup withholding rules generally do not apply to payments to corporations.

Payments to non-U.S. holders of dividends on common stock generally will not be subject to backup withholding, and payments of proceeds made to non-U.S. holders by a broker upon a sale of common stock will not be subject to information reporting or backup withholding, in each case so long as the non-U.S. holder certifies its non-U.S. status or otherwise establishes an exemption (and we or our paying agent do not have actual knowledge or reason to know the holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied). The certification procedures to claim treaty benefits described under “Distributions,” above, will generally satisfy the certification requirements necessary to avoid the backup withholding tax. We must report annually to the Internal Revenue Service any dividends paid to each non-U.S. holder and the tax withheld, if any, with respect to these dividends. Copies of these reports may be made available to tax authorities in the country where the non-U.S. holder resides.

Under the U.S. Treasury regulations, the payment of proceeds from the disposition of shares of our common stock by a non-U.S. holder made to or through a U.S. office of a broker generally will be subject to information reporting and backup withholding unless the beneficial owner certifies, under penalties of perjury, among other things, its status as a non-U.S. holder or otherwise establishes an exemption (and the broker does not have actual knowledge or reason to know the holder is a U.S. person or that the conditions of any other exemption are not, in fact, satisfied). The payment of proceeds from the disposition of shares of our common stock by a non-U.S. holder made to or through a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except as noted below. Information reporting, but not backup withholding, will apply to a payment of proceeds, even if that payment is made outside of the United States, if you sell our common stock through a non-U.S. office of a broker that is:

• a U.S. person (including a foreign branch or office of such person);

• a “controlled foreign corporation” for U.S. federal income tax purposes;

• a foreign person 50% or more of whose gross income from certain periods is effectively connected with a U.S. trade or business; or

• a foreign partnership if at any time during its tax year (a) one or more of its partners are U.S. persons who, in the aggregate, hold more than 50% of the income or capital interests of the partnership or (b) the foreign partnership is engaged in a U.S. trade or business;

unless the broker has documentary evidence that the beneficial owner is a non-U.S. holder and certain other conditions are satisfied, or the beneficial owner otherwise establishes an exemption (and the broker has no actual knowledge or reason to know to the contrary).

Backup withholding is not an additional tax. Any amounts withheld from a payment to a holder of common stock under the backup withholding rules can be credited against any U.S. federal income tax liability of the holder and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service in a timely manner.

Foreign Account Tax Compliance Act

Pursuant to the “Foreign Account Tax Compliance Act” (FATCA), a U.S. federal withholding tax of 30% may apply to dividends and the gross proceeds of a sale or other disposition of our common stock paid to a “foreign financial institution,” as specially defined under these rules, unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax

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authorities substantial information regarding U.S. account holders of such institution, which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners. Pursuant to FATCA, a U.S. federal withholding tax of 30% will also apply to dividends and the gross proceeds of a sale or other disposition of our common stock paid to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding all such direct and indirect U.S. owners. The withholding taxes described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from the rules. The 30% federal withholding tax described in this paragraph generally cannot be reduced under existing tax treaties with the United States, although under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. In addition, an intergovernmental agreement between the U.S. and an applicable foreign country may modify the requirements described in this paragraph.

Withholding under FATCA (i) generally applies to payments of dividends on our common stock and (ii) will apply to payments of gross proceeds from the sale or disposition of our common stock occurring on or after January 1, 2019.

Prospective investors are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on their investment in our common stock.

THE PRECEDING DISCUSSION OF U.S. FEDERAL TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY. IT IS NOT TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE PARTICULAR U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

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UNDERWRITING

We and the selling stockholders are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC are acting as joint book-running managers of the offering and as representatives of the underwriters. We and the selling stockholders have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we and the selling stockholders have agreed to sell to the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Name	Number of Shares
J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
Credit Suisse Securities (USA) LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Pacific Crest Securities, a division of KeyBanc Capital Markets Inc.
Cowen and Company, LLC
HSBC Securities (USA) Inc.
Raymond James & Associates, Inc.
RBC Capital Markets, LLC
Robert W. Baird & Co. Incorporated
Total

The underwriters are committed to purchase all the common shares offered by us and the selling stockholders if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or the offering may be terminated.

The underwriters propose to offer the common shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $         per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $         per share from the initial public offering price. After the initial public offering of the shares, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up                 to additional shares of common stock from us and up to                 shares from the selling stockholders to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option. If any shares are purchased with this option, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

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The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $         per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Paid by us		Paid by the selling stockholders
	Without option exercise	With full option exercise	Without option exercise	With full option exercise
Per Share	$	$	$	$
Total	$	$	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $        . We have agreed to reimburse the underwriters for expenses of $         relating to the clearance of this offering with the Financial Industry Regulatory Authority.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the Securities and Exchange Commission a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold hereunder and any shares of our common stock issued upon the exercise of options granted under our existing stock-based compensation plans.

Our directors, executive officers and holders of substantially all of our common stock and securities convertible into or exchangeable for our common stock have entered into lock-up agreements with the underwriters prior to the commencement of this offering pursuant to which each of these persons or entities, with limited exceptions, for a period of 180 days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC, (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers and stockholders in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

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The restrictions in the immediately preceding paragraph shall not apply to:

• the sale of shares of our common stock pursuant to the underwriting agreement;

• transfers of shares of our common stock or other securities acquired in open market transactions after the completion of this offering;

• transfers of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock (i) as a bona fide gift, or gifts, or for bona fide estate planning purposes, (ii) upon death or by will, testamentary document or intestate succession, (iii) to an immediate family member of the locked-up party or to any trust for the direct or indirect benefit of the locked-up party or one or more immediate family members of the locked-up party, (iv) not involving a change in beneficial ownership, or (v) if the locked-up party is a trust, to any trustee or beneficiary of the locked-up party or the estate of any such trustee or beneficiary;

• transfers or distributions of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock by a stockholder that is a corporation, partnership, limited liability company or other business entity (i) to another corporation, partnership, limited liability company or other business entity that controls, is controlled by or managed by or is under common control with such stockholder or (ii) as part of a transfer or distribution to an equity holder of such stockholder or to the estate of any such equity holder;

• the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that (i) such plan does not provide for the transfer of our common stock or any securities convertible into or exercisable or exchangeable for our common stock during the 180-day restricted period and (ii) no public announcement or filing is required of or voluntarily made by or on behalf of the locked-up party or us regarding the establishment of such plan;

• (i) the receipt by the locked-up party from us of shares of our common stock upon (A) the exercise or settlement of options or restricted stock units granted under a stock incentive plan or other equity award plan, which plan is described in this prospectus or (B) the exercise of warrants or conversion of convertible notes outstanding and which are described in this prospectus, or (ii) the transfer of shares of our common stock or any securities convertible into our common stock to us upon a vesting or settlement event of our securities or upon the exercise of options or warrants to purchase our securities on a “cashless” or “net exercise” basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a “net settlement” or otherwise) so long as such “cashless exercise” or “net exercise” is effected solely by the surrender of outstanding options or warrants (or our common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price and/or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon exercise or settlement of the option, restricted stock unit, or warrant or conversion of convertible notes are subject to the restrictions above;

• the transfer of our common stock or any security convertible into or exercisable or exchangeable for our common stock that occurs pursuant to a qualified domestic order in connection with a divorce settlement or other court order;

• the conversion of our outstanding preferred stock into shares of our common stock in connection with the closing of this offering, provided that such shares of common stock shall remain subject to the restrictions above;

• any transfer of our common stock to us pursuant to arrangements under which we have (i) the option to repurchase such shares or securities at the lower of cost or fair market value in connection with the termination of employment or service of the locked-up party with us or (ii) a right of first refusal with respect to transfers of such shares or securities; or

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• the transfer of shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by our board of directors, made to all holders of our common stock involving the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (other than an underwriter pursuant to this offering), of our voting securities if, after such transfer, such person or group of affiliated persons would hold more than 50% of our outstanding voting securities (or the surviving entity), after the completion of this offering, provided that in the event such transfer, tender offer, merger, consolidation or other similar transaction is not completed, such shares shall remain subject to the restrictions above;

provided that in the case of any transfer or distribution pursuant to the third, fourth or seventh bullet points above, each transferee, donee or distributee shall sign and deliver a lock-up agreement with the same restrictions as set forth above; and

provided, further, that in the case of any transfer or distribution pursuant to the second, third, fourth, sixth or ninth bullet points above, no filing by any party (donor, donee, transferor or transferee) under the Exchange Act or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 180-day restricted period); and

provided, further, that in the case of any transfer pursuant to the seventh bullet point above, any filing under the Exchange Act shall state that such transfer is pursuant to a qualified domestic order or in connection with a divorce settlement and that such common stock or such security convertible into or exercisable or exchangeable for our common stock, as applicable, remains subject to the restrictions above. If the locked-up party is one of our officers or directors, the locked-up party further agrees that the foregoing provisions shall be equally applicable to any company-directed securities that such person may purchase in this offering.

We and the selling stockholders have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We will apply to have our common stock approved for listing on                 under the symbol “BE”.

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this offering, and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares from us, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase

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common stock in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the                 , in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC acted as joint placement agents in connection with the private placement of $160.0 million aggregate principal amount of our 6% Notes. In June 2014, J.P. Morgan Securities LLC arranged $99.0 million principal amount of privately placed project financing for us, and in March 2013, J.P. Morgan Securities acted as lead placement agent of $144.8 million principal amount of our senior secured notes. Morgan Stanley & Co. LLC acted in an advisory role in our fundraising for PPA IV and PPA V. An affiliate of Credit Suisse Securities (USA) LLC invested $100.0 million in PPA I and $140.0 million in PPA II. We repurchased the interest of the affiliate of Credit Suisse Securities (USA) LLC in PPA I in January 2016 for $25.0 million principal amount of our 6% Notes. For more information, see “Description of Capital Stock—5.0% Convertible Senior Secured PIK Notes due 2020.” Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and HSBC Securities (USA) Inc. or their respective affiliates are holders of our convertible preferred stock. An affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated has a vendor finance program with us, which has financed more than $129.2 million of customer purchases as of June 30, 2017 and is not committed to financing additional purchases as of June 30, 2017. An affiliate of Pacific Crest Securities has a vendor finance program with us, which has financed more than $286.4 million of customer purchases as of June 30, 2017 and is committed to financing an additional $1.4 million in the future. In addition, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Credit Suisse Securities (USA) LLC have ordinary course customer relationships with us in connection with installations of our products.

The underwriters and their affiliates may continue to provide from time to time commercial banking, financial advisory, investment banking and other services to us and our affiliates for which they may continue to receive customary fees and commissions.

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In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Selling Restrictions

General

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

We, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State

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of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons).

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, us or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

Notice to Prospective Investors in the Dubai International Financial Centre (DIFC)

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the Dubai Financial Services Authority (DFSA). This document is intended for distribution only to persons of a type

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specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in Australia

This document:

• does not constitute a disclosure document under Chapter 6D.2 of the Corporations Act 2001 (Cth) (Corporations Act);

• has not been, and will not be, lodged with the Australian Securities and Investments Commission (ASIC), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document under Chapter 6D.2 of the Corporations Act; and

• may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, or Exempt Investors, available under section 708 of the Corporations Act.

The shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the shares you undertake to us that you will not, for a period of 12 months from the date of issue of the shares, offer, transfer, assign or otherwise alienate those securities to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in Hong Kong

The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are

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likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (SFA), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(b) where no consideration is or will be given for the transfer;

(c) where the transfer is by operation of law;

(d) as specified in Section 276(7) of the SFA; or

(e) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Notice to Prospective Investors in Japan

The shares have not been and will not be registered under the Financial Instruments and Exchange Act. Accordingly, the shares may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in New Zealand

This prospectus has not been registered with the office of the Registrar of Companies in New Zealand and is not a registered prospectus or investment statement for the purposes of New Zealand law.

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The provision of this prospectus to any person in New Zealand does not constitute an offer of the shares of our common stock to that person or an invitation to that person to subscribe for the shares of our common stock other than (i) to any or all of the following persons only (A) to persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money, and/or (B) persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the shares of our common stock, and/or (C) any other person who in all the circumstances can properly be regarded as having been selected other than as members of the public; or (ii) to eligible persons only in accordance with section 5(2CB) of the Securities Act 1978 (New Zealand).

No investor shall subscribe for, offer, sell or deliver any shares of our common stock or distribute this prospectus or any advertisement relating to the shares of our common stock in breach of the Securities Act 1978 and, in particular, no investor shall offer for sale shares of our common stock to any member of the public in New Zealand in breach of the Securities Act 1978. By subscribing for the shares of our common stock, each investor: (a) warrants it is a person described in paragraph (i) or (ii) above and (b) undertakes to comply with the above selling restrictions.

Notice to Prospective Investors in Chile

The shares are not registered in the Securities Registry (Registro de Valores) or subject to the control of the Chilean Securities and Exchange Commission (Superintendencia de Valores y Seguros de Chile). This prospectus and other offering materials relating to the offer of the shares do not constitute a public offer of, or an invitation to subscribe for or purchase, the shares in the Republic of Chile, other than to individually identified purchasers pursuant to a private offering within the meaning of Article 4 of the Chilean Securities Market Act (Ley de Mercado de Valores) (an offer that is not “addressed to the public at large or to a certain sector or specific group of the public”).

Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

EXPERTS

The consolidated financial statements of Bloom Energy Corporation as of December 31, 2015 and 2016, and for each of the two years in the period ended December 31, 2016, included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Fenwick & West LLP, Mountain View, California. Davis Polk  & Wardwell LLP, Menlo Park, California, is acting as counsel to the underwriters.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to this offering of our common stock. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement, including the exhibits and the financial statements and notes filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. A copy of the registration statement, including the exhibits and the consolidated financial statements and related notes filed as a part of the registration statement, may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon the payment of fees prescribed by it. You may call the SEC at (800) SEC-0330 for more information on the operation of the public reference facilities. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding companies that file electronically with it.

As a result of this offering, we will become subject to the information and reporting requirements of the Exchange Act, and, in accordance with this law, will file periodic reports, proxy statements, and other information with the SEC. These periodic reports, proxy statements, and other information will be available for inspection and copying at the SEC’s public reference facilities and the website of the SEC referred to above. We also maintain a website at www.bloomenergy.com. Upon the completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.

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BLOOM ENERGY CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Comprehensive Loss	F-5
Consolidated Statements of Convertible Redeemable Preferred Stock and Stockholders’ Deficit	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Bloom Energy Corporation

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, convertible redeemable preferred stock and stockholders’ deficit, and cash flows present fairly, in all material respects, the financial position of Bloom Energy Corporation and its subsidiaries as of December 31, 2016 and 2015, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/  PricewaterhouseCoopers LLP

San Jose, California

June 16, 2017

F-2

Bloom Energy Corporation

Consolidated Balance Sheets

(dollars in thousands, except for share and per share data)

	December 31,						June 30,
	2015			2016			2017
							(unaudited)
Assets
Current assets
Cash and cash equivalents ($8,966, $13,319 and $12,786, respectively)	$	135,030		$	156,577		$	153,256
Restricted cash ($31,956, $5,901 and $5,824, respectively)		43,733			19,867			19,384
Accounts receivable ($6,382, $7,462 and $7,388, respectively)		34,465			35,166			40,439
Inventories, net ($93, $0 and $0, respectively)		82,946			83,155			100,767
Deferred cost of revenue		72,629			69,059			61,328
Customer financing receivable, net ($5,906, $4,841 and $5,022, respectively)		5,906			4,841			5,022
Prepaid expenses and other current assets ($7,497, $8,628 and $5,830, respectively)		16,179			23,420			24,588
Total current assets		390,888			392,085			404,784
Property, plant and equipment, net ($270,889, $462,825 and $446,334, respectively)		354,540			538,445			516,628
Customer financing receivable, net, non-current ($86,941, $77,886 and $75,361, respectively)		86,941			77,886			75,361
Restricted cash ($31,923, $30,764 and $30,458, respectively)		47,574			41,471			40,590
Deferred cost of revenue, non-current		24,903			113,132			155,799
Other long-term assets ($6,505, $5,669 and $4,828, respectively)		39,655			41,028			38,436
Total assets	$	944,501		$	1,204,047		$	1,231,598
Liabilities, Convertible Redeemable Preferred Stock and Stockholders’ Deficit
Current liabilities
Accounts payable ($1,229, $356 and $483, respectively)	$	36,698		$	41,505		$	28,174
Accrued warranty		26,843			23,857			17,267
Accrued other current liabilities ($16,944, $3,235 and $2,677, respectively)		51,976			75,871			74,108
Deferred revenue and customer deposits ($313, $786 and $786, respectively)		72,217			98,921			90,357
Current portion of debt ($30,539, $18,333 and $16,049, respectively)		35,041			20,027			58,537
Current portion of debt from related parties ($966, $912 and $1,129, respectively)		966			912			1,129
Total current liabilities		223,741			261,093			269,572
Preferred stock warrant liabilities		17,027			12,885			13,121
Derivative liabilities ($23,375, $5,183 and $5,867, respectively)		88,050			135,715			137,637
Deferred revenue and customer deposits ($4,258, $10,267 and $9,878, respectively)		80,276			237,135			281,595
Long-term portion of debt, net ($262,536, $322,222 and $314,327, respectively)		535,168			670,923			747,594
Long-term portion of debt from related parties ($36,335, $36,188 and $35,940, respectively)		68,806			102,423			104,112
Other long-term liabilities ($4,698, $644 and $936, respectively)		25,584			42,985			51,513
Total liabilities		1,038,652			1,463,159			1,605,144
Commitments and contingencies (Note 17)
Redeemable noncontrolling interest		62,419			59,320			55,814
Convertible redeemable preferred stock: 120,692,417 shares authorized at December 31, 2015 and 2016 and at June 30, 2017, respectively; and 107,425,783, 107,610,244 and 107,610,244 shares issued and outstanding at December 31, 2015 and 2016 and at June 30, 2017, respectively (Aggregate liquidation preference of $1,437,498, $1,441,757 and $1,441,757 at December 31, 2015 and 2016 and at June 30, 2017, respectively)		1,459,506			1,465,841			1,465,841
Stockholders’ deficit
Common stock: $0.0001 par value; and 170,000,000 shares authorized at December 31, 2015 and 2016 and at June 30, 2017, respectively; and 14,907,904, 15,198,330 and 15,423,967 shares issued and outstanding at December 31, 2015 and 2016 and at June 30, 2017, respectively		1			2			2
Additional paid-in capital		102,449			108,647			124,859
Accumulated other comprehensive loss		(844	)		(542	)		(466	)
Accumulated deficit		(1,788,390	)		(2,068,048	)		(2,191,055	)
Total stockholders’ deficit		(1,686,784	)		(1,959,941	)		(2,066,660	)
Noncontrolling interest		70,708			175,668			171,459
Total deficit		(1,553,657	)		(1,724,953	)		(1,839,387	)
Total liabilities, convertible redeemable preferred stock and deficit	$	944,501		$	1,204,047		$	1,231,598

Asset and liability amounts in parentheses represent the portion of the consolidated balance attributable to the variable interest entities.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Bloom Energy Corporation

Consolidated Statements of Operations

(in thousands, except for per share data)

	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
							(unaudited)
Revenue
Product	$	61,853		$	76,478		$	30,729		$	67,600
Installation		18,781			16,584			6,280			26,647
Service		36,944			43,118			21,572			22,799
Electricity		55,311			72,360			32,789			41,934
Total revenue		172,889			208,540			91,370			158,980
Cost of revenue
Product		163,143			103,157			47,973			86,392
Installation		24,588			17,725			7,040			28,300
Service		135,470			154,994			60,038			39,506
Electricity		31,372			36,153			15,454			19,786
Total cost of revenue		354,573			312,029			130,505			173,984
Gross profit (loss)		(181,684	)		(103,489	)		(39,135	)		(15,004	)
Operating expenses
Research and development		43,933			46,848			22,217			23,591
Sales and marketing		19,543			29,101			14,073			16,508
General and administrative		58,976			61,545			27,011			27,204
Total operating expenses		122,452			137,494			63,301			67,303
Loss from operations		(304,136	)		(240,983	)		(102,436	)		(82,307	)
Interest expense		(40,633	)		(81,190	)		(37,525	)		(49,917	)
Other income (expense), net		(2,891	)		(379	)		(297	)		133
Gain (loss) on revaluation of warrant liabilities and embedded derivatives		2,686			(13,035	)		1,453			(453	)
Net loss before income taxes		(344,974	)		(335,587	)		(138,805	)		(132,544	)
Income tax provision		707			729			425			442
Net loss		(345,681	)		(336,316	)		(139,230	)		(132,986	)
Net loss attributable to noncontrolling interests and redeemable noncontrolling interests		(4,678	)		(56,658	)		(27,960	)		(9,979	)
Net loss attributable to common stockholders	$	(341,003	)	$	(279,658	)	$	(111,270	)	$	(123,007	)
Net loss per share attributable to common stockholders:
Basic	$	(23.34	)	$	(18.56	)	$	(7.42	)	$	(8.06	)
Diluted	$	(23.34	)	$	(18.56	)	$	(7.42	)	$	(8.06	)
Weighted average shares used to compute net loss per share attributable to common stockholders:
Basic		14,611			15,069			15,000			15,264
Diluted		14,611			15,069			15,000			15,264
Pro forma net loss per share attributable to common stockholders basic and diluted (unaudited)				$	(2.13	)				$	(0.93	)
Pro forma weighted average shares used to compute pro forma net loss per share attributable to common stockholders basic and diluted (unaudited)					131,386						132,000

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Bloom Energy Corporation

Consolidated Statements of Comprehensive Loss

(in thousands)

	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
							(unaudited)
Net loss attributable to common stockholders	$	(341,003	)	$	(279,658	)	$	(111,270	)	$	(123,007	)
Other comprehensive loss, net of taxes
Change in effective portion of interest rate swap		(3,981	)		(418	)		(8,980	)		(304	)
Other comprehensive loss		(3,981	)		(418	)		(8,980	)		(304	)
Comprehensive loss		(344,984	)		(280,076	)		(120,250	)		(123,311	)
Comprehensive loss attributable to noncontrolling interests and redeemable noncontrolling interests		4,033			724			8,284			381
Comprehensive loss attributable to common stockholders	$	(340,951	)	$	(279,352	)	$	(111,966	)	$	(122,930	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Bloom Energy Corporation

Consolidated Statements of Convertible Redeemable Preferred Stock and Stockholders’ Deficit

(dollars in thousands, except for share and per share data)

	Convertible Redeemable Preferred Stock				Redeemable Noncontrolling Interest			Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Noncontrolling Interest			Total Deficit
	Shares		Amount					Shares		Amount
Balances at December 31, 2014		107,325,783	$	1,456,931	$	63,601			14,337,067	$	1	$	80,902		$	(896	)	$	(1,447,387	)	$	14,134		$	(1,289,645	)
Contributions from noncontrolling interests		—		—		3,802			—		—		—			—			—			73,316			77,118
Issuance of shares of Series G convertible preferred stock		100,000		2,575		—			—		—		—			—			—			—			—
Exercise of stock options		—		—		—			569,837		—		627			—			—			—			627
Issuance of restricted stock awards		—		—		—			1,000		—		21			—			—			—			21
Stock-based compensation expense		—		—		—			—		—		20,899			—			—			—			20,899
Change in effective portion of interest rate swap agreement		—		—		—			—		—		—			52			—			(4,033	)		(3,981	)
Distributions to noncontrolling interests		—		—		(8,013	)		—		—		—			—			—			(5,002	)		(13,015	)
Net income (loss)		—		—		3,029			—		—		—			—			(341,003	)		(7,707	)		(345,681	)
Balances at December 31, 2015		107,425,783	$	1,459,506	$	62,419			14,907,904	$	1	$	102,449		$	(844	)	$	(1,788,390	)	$	70,708		$	(1,553,657	)
Contributions from noncontrolling interests		—		—		—			—		—		—			—			—			209,860			209,860
Exercise of Series F preferred warrants for preferred stock		68,002		3,335		—			—		—		—			—			—			—			—
Issuance of shares of Series G convertible preferred stock		116,459		3,000		—			—		—		—			—			—			—			—
Issuance of Common Stock		—		—		—			88,000		—		1,816			—			—			—			1,816
Exercise of stock options		—		—		—			188,092		1		1,237			—			—			—			1,238
Issuance of restricted stock awards		—		—		—			14,334		—		280			—			—			—			280
Stock-based compensation expense		—		—		—			—		—		27,865			—			—			—			27,865
Excess fair value of consideration paid over the noncontrolling interest reduction		—		—		—			—		—		(25,000	)		—			—			—			(25,000	)
Change in effective portion of interest rate swap agreement		—		—		4			—		—		—			302			—			(724	)		(418	)
Distributions to noncontrolling interests		—		—		(4,614	)		—		—		—			—			—			(46,007	)		(50,621	)
Net income (loss)		—		—		1,511			—		—		—			—			(279,658	)		(58,169	)		(336,316	)
Balances at December 31, 2016		107,610,244	$	1,465,841	$	59,320			15,198,330	$	2	$	108,647		$	(542	)	$	(2,068,048	)	$	175,668		$	(1,724,953	)
Contributions from noncontrolling interests		—		—		—			—		—		—			—			—			13,652			13,652
Issuance of Common Stock		—		—		—			88,000		—		1,816			—			—			—			1,816
Exercise of stock options		—		—		—			132,108				227			—			—			—			227
Issuance of restricted stock awards		—		—		—			5,529		—		114			—			—			—			114
Stock-based compensation expense		—		—		—			—		—		14,055			—			—			—			14,055
Change in effective portion of interest rate swap agreement		—		—		1			—		—		—			76			—			(381	)		(304	)
Distributions to noncontrolling interests		—		—		(4,528	)		—		—		—			—			—			(6,480	)		(11,008	)
Net income (loss)		—		—		1,021			—		—		—			—			(123,007	)		(11,000	)		(132,986	)
Balances at June 30, 2017 (unaudited)		107,610,244	$	1,465,841	$	55,814			15,423,967	$	2	$	124,859		$	(466	)	$	(2,191,055	)	$	171,459		$	(1,839,387	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Bloom Energy Corporation

Consolidated Statements of Cash Flows

(dollars in thousands, except for share and per share data)

	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
							(unaudited)
Cash flows from operating activities:
Net loss attributable to common stockholders	$	(341,003	)	$	(279,658	)	$	(111,270	)	$	(123,007	)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss attributable to noncontrolling and redeemable noncontrolling interests		(4,678	)		(56,659	)		(27,960	)		(9,979	)
Depreciation		35,639			43,100			20,081			23,612
Write off of property, plant and equipment		297			140			8			5
Impairment of assets, net		3,022			2,092			—			—
PPA I decommissioning, net		41,732			617			(2	)		—
Revaluation of derivative contracts		4,910			1,343			(4,135	)		(1,278	)
Stock-based compensation		20,899			28,157			12,356			14,663
Loss on long-term REC purchase contract		3,029			124			—			48
Revaluation of preferred stock warrants		(2,599	)		(807	)		888			237
Common stock warrant valuation		—			9,180			—			—
Amortization of interest expense from preferred stock warrants		1,221			1,083			544			533
Amortization of debt issuance cost		1,999			2,802			1,360			1,325
Amortization of debt discount from embedded derivatives		—			28,925			12,314			20,634
Changes in operating assets and liabilities:
Accounts receivable		(11,281	)		(701	)		12,946			(5,272	)
Inventories, net		33,963			(209	)		(41,307	)		(17,612	)
Deferred cost of revenue		(6,079	)		(84,660	)		(12,069	)		(34,936	)
Customer financing receivable and others		(119,060	)		(211,659	)		(114,280	)		2,953
Prepaid expenses and other current assets		(4,674	)		(8,433	)		(2,238	)		(1,474	)
Other long-term assets		(5,375	)		(1,020	)		(1,068	)		2,450
Accounts payable		1,868			4,807			35,120			(13,331	)
Accrued warranty		(5,365	)		(2,986	)		(5,554	)		(6,591	)
Accrued other current liabilities		7,772			11,258			(2,526	)		6,094
Deferred revenue and customer deposits		16,608			183,564			65,949			35,896
Other long-term liabilities		17,464			46,774			19,989			24,921
Net cash used in operating activities		(309,691	)		(282,826	)		(140,854	)		(80,109	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(6,256	)		(8,979	)		(4,995	)		(2,265	)
Net cash used in investing activities		(6,256	)		(8,979	)		(4,995	)		(2,265	)
Cash flows from financing activities:
Borrowings from issuance of debt		285,834			123,489			73,489			100,000
Borrowings from issuance of debt to related parties		—			25,000			—			—
Repayment of debt		(56,929	)		(32,192	)		(23,873	)		(11,945	)
Repayment of debt to related parties		(998	)		(966	)		(639	)		(409	)
Debt issuance costs		(10,309	)		(218	)		(218	)		(6,108	)
Proceeds from noncontrolling and redeemable noncontrolling interests		77,118			209,860			66,548			13,652
Distributions to noncontrolling and redeemable noncontrolling interests		(11,040	)		(45,828	)		(12,863	)		(17,728	)
Proceeds from issuance of common stock		627			1,238			1,181			227
Proceeds from issuance of convertible preferred stock		—			3,000			3,000			—
Net cash provided by financing activities		284,303			283,383			106,625			77,689
Net decrease in cash, cash equivalents , and restricted cash		(31,644	)		(8,422	)		(39,224	)		(4,685	)
Cash, cash equivalents, and restricted cash:
Beginning of period		257,981			226,337			226,337			217,915
End of period	$	226,337		$	217,915		$	187,113		$	213,230
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	24,980		$	20,549		$	8,872		$	11,318
Cash paid during the period for taxes		804			635			269			121
Transfer of inventory to Energy Servers		121,662			217,205			123,021			—
Non-cash investing and financing activities:
Liabilities recorded for property, plant and equipment		80			992			920			145
Issuance of convertible preferred stock to settle liability		2,575			—			—			—
Exercise of warrants		—			3,336			3,328			—
Issuance of common stock		—			1,816			—			1,816
Accrued distributions to tax equity investors		2,494			7,287			9,489			567
Accrued interest and issuance for notes		13,218			23,987			11,746			13,913
Accrued interest and issuance for notes to related parties		1,795			3,856			1,325			2,071
Issuance of 6% convertible promissory notes		—			25,000			25,000			—

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Bloom Energy Corporation

Notes to Consolidated Financial Statements

1. Nature of Business and Management’s Plans Regarding the Financing of Future Development Efforts

Nature of Business

Bloom Energy Corporation (together with its subsidiaries, the Company or Bloom Energy) designs, manufactures and sells solid-oxide fuel cell systems, or Energy Servers, for on-site power generation. The Company’s power generators or Energy Servers utilize an innovative fuel cell technology. The Energy Servers provide efficient energy generation with reduced operating costs and lower greenhouse gas emissions. By generating power where it is consumed, the systems offer increased electrical reliability and improved energy security while providing a path to energy independence. The Company was originally incorporated in Delaware under the name of Ion America Corporation on January 18, 2001 and was renamed on September 16, 2006 to Bloom Energy Corporation. To date, substantially all of the Company’s revenue has been derived from customers based in the United States. However, the Company intends to increase its sales efforts outside of the United States, with initial customer installations in India and Japan.

As of June 30, 2017, the Company has completed several rounds of private financing with gross proceeds totaling approximately $1.5 billion. The Company has incurred operating losses and negative cash flows from operations since its inception. The Company’s ability to achieve its long-term business objectives is dependent upon, among other things, raising additional capital, dependence on the acceptance of its products, and attaining future profitability. Management believes that the Company will be successful in raising additional financing from its stockholders or from other sources, expanding operations and gaining market share. However, there can be no assurance that in the event the Company requires additional financing, such financing will be available on terms which are favorable or at all.

2. Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and reflect the accounts and operations of the Company and those of its subsidiaries in which the Company has a controlling financial interest. The Company uses a qualitative approach in assessing the consolidation requirement for its variable interest entities, which the Company refers to as power purchase agreements (PPAs). This approach focuses on determining whether the Company has the power to direct the activities of the PPAs that most significantly affect the PPAs’ economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the PPAs. For all periods presented, the Company has determined that it is the primary beneficiary in all of its operational PPAs. For additional information, see Note 13, Power Purchase Agreement Programs. The Company evaluates its relationships with the PPAs on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

Unaudited Interim Consolidated Financial Statements

The accompanying interim consolidated balance sheet as of June 30, 2017, the interim consolidated statements of operations, the interim consolidated statements of comprehensive loss, and the interim consolidated statements of cash flows for the six months ended June 30, 2016 and 2017 and the interim consolidated statements of convertible redeemable preferred stock and stockholders’ deficit for the six months ended June 30, 2017 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the audited consolidated financial statements, and in management’s opinion, includes all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the

F-8

Company’s financial position as of June 30, 2017 and its results of operations and cash flows for the six months ended June 30, 2016 and 2017. The financial data and the other financial information disclosed in the notes to these consolidated financial statements related to the six month periods are also unaudited. The results of operations for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the full fiscal year or any other period.

Components of Revenue and Cost of Revenue

Revenue

The Company primarily recognizes revenue from the sale and installation of Energy Servers and by providing services under extended operations and maintenance services contracts. These operations and maintenance services contracts are what the Company refers to as maintenance service agreements.

The Company’s total revenue is comprised of the following:

Product Revenue

All of the Company’s product revenue is generated from the sale of our Energy Servers to direct purchase and lease customers. The Company generally begins to recognize product revenue from contracts with customers for the sales of its Energy Servers once the Company achieves acceptance; that is, generally when the system has been installed and running at full power as defined in each contract.

All of the Company’s product arrangements contain multiple elements representing a combination of revenue from Energy Servers, installation and maintenance services. Upon acceptance, the Company allocates fair value to each of these elements, and the Company limits the amount of revenue recognized for delivered elements up to an amount that is not contingent upon future delivery of additional products or services or meeting any specified performance conditions. The sale of the Company’s Energy Servers also includes a one-year warranty, which is recorded as a component of cost of product revenue.

Installation Revenue

All of the Company’s installation revenue is generated from the sale and installation of our Energy Servers to direct purchase and lease customers. The Company generally begins to recognize installation revenue from contracts with customers for the sales of its Energy Servers once the Company achieves acceptance; that is, generally when the system has been installed and running at full power.

Service Revenue

Service revenue is generated from operations and maintenance services agreements that extend the standard warranty service coverage beyond the initial first year’s warranty for Energy Servers sold under direct purchase, traditionallease and managed services sales. Customers can renew these agreements on an annual basis. Revenue is recognized from such operations and maintenance services ratably over the term of the renewed one-year service period. The Company anticipates that almost all of its customers will continue to renew their maintenance services agreement each year.

Electricity Revenue

The Company’s PPA entities purchase Energy Servers from the Company and sell the electricity produced by these systems to customers through long-term PPA agreements. Customers are required to purchase all of the electricity produced by the Energy Servers at agreed-upon rates over the course of the PPA agreements’ contractual term. The Company recognizes revenue from such PPA entities as the electricity is provided over the term of the agreement.

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Cost of Product Revenue

Cost of product revenue consists of costs of Energy Servers that the Company sells to direct and lease customers, including costs paid to the Company’s materials suppliers, personnel costs, certain allocated costs, shipping costs, provisions for excess and obsolete inventory, and the depreciation costs of the Company’s equipment. Because the sale of the Company’s Energy Servers includes a one-year service warranty, cost of product revenue also includes first year warranty costs. The Company provides certain warranties and performance guarantees regarding the Energy Servers’ efficiency and output during the first year warranty period.

Cost of Installation Revenue

Cost of installation revenue consists of the costs to install the Energy Servers that the Company sells to direct and lease customers, including costs paid to the Company’s materials and service providers, personnel costs, and allocated costs.

Cost of Service Revenue

Cost of service revenue consists of costs incurred under maintenance service contracts for all customers including direct sales, lease and PPA customers, including personnel costs for the Company’s customer support organization, certain allocated costs, and extended maintenance-related product repair and replacement costs. After the initial included warranty period expires, customers have the opportunity to renew warranty services under maintenance agreements for additional annual periods.

Cost of Electricity Revenue

Cost of electricity revenue primarily consists of the depreciation of the cost of the Energy Servers owned by the Company’s PPA entities and the cost of gas purchased in connection with PPAs entered into by the Company’s first PPA entity. The cost of electricity revenue is generally recognized over the term of the customer’s PPA. The cost of depreciation of the Energy Servers is reduced by the amortization of any U.S. Treasury Department grant payment in lieu of the energy investment tax credit associated with these systems.

Management Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Significant estimates include assumptions used to compute the best estimate of selling-prices (BESP), fair value of lease and non-lease components, such as estimated output, efficiency and residual value of the Energy Servers, estimates for inventory write-downs, estimates for future cash flows and economic useful lives of property, plant and equipment, other long-term assets, valuation of certain accrued liabilities, such as derivative valuations, accrued warranty and extended maintenance and estimates for recapture of U.S. Treasury grants, income taxes and deferred tax asset valuation allowances, warrant liabilities, stock-based compensation costs, and allocation of profit and losses to the noncontrolling interests. Actual results could differ materially from these estimates under different assumptions and conditions.

Foreign Currency Transactions

The functional currency of the Company’s foreign subsidiaries is the U.S. dollar since they are considered financially and operationally integrated. Foreign currency monetary assets and liabilities are remeasured into U.S. dollars at end-of-period exchange rates. Nonmonetary assets and liabilities such as

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property, plant and equipment, and equity are remeasured at historical exchange rates. Revenue and expenses are remeasured at average exchange rates in effect during each period, except for those expenses related to the previously noted balance sheet amounts, which are remeasured at historical exchange rates. Transaction gains and losses are included as a component of other expense, net in the Company’s consolidated statements of operations and have not been significant for all periods presented.

Cash, Cash Equivalents, and Restricted Cash

The Company considers highly liquid investments with original maturities of 90 days or less at the date of purchase as cash equivalents.

Restricted cash is held as collateral to provide financial assurance that the Company will fulfill commitments related to its power purchase agreement financings, debt service reserves, maintenance service reserves and facility lease agreements. Restricted cash that is expected to be used within one year of the balance sheet date is classified as a current asset and that which is expected to be used more than a year from the balance sheet date is classified as a non-current asset. Changes in restricted cash for PPA companies which are related to debt service reserves are presented under financing activities on the statements of cash flows and changes in restricted cash related to other restrictions are presented under investing activities.

As of December 31, 2015 and 2016, and June 30, 2017, the Company had restricted cash of $91.3 million, $61.3 million, and $60.0 million, respectively.

Derivative Financial Instruments

The Company enters into derivative forward contracts to manage its exposure relating to the fluctuating price of fuel under certain of its power purchase agreements entered in connection with the Bloom Electrons program (refer to Note 13, Power Purchase Agreement Programs, for more information). In addition, the Company enters into fixed forward swap arrangements to convert variable interest rates on debt to a fixed rate. The Company also issued derivative financial instruments embedded in its 6% Notes to provide additional incentive to investors. The Company used these derivative financial instruments in order to obtain a lower cost cash-source of funds.

Derivative transactions are governed by procedures covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored based on changes in the spot price in the commodity market and their impact on the market value of derivatives. Credit risk on derivatives arises from the potential for counterparties to default on their contractual obligations to the Company. The Company limits its credit risk by dealing with counterparties that are considered to be of high credit quality. The Company does not enter into derivative transactions for trading or speculative purposes.

The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value on the consolidated balance sheets. Changes in the fair value of the derivatives that qualify and are designated as cash flow hedges are recorded in other comprehensive loss on the consolidated balance sheets and for those that do not qualify for hedge accounting or are not designated as hedges are recorded through earnings in the consolidated statements of operations.

While the Company hedges certain of its natural gas requirements under its power purchase agreements, it has not designated these forward contracts as hedges for accounting purposes. Therefore, the Company records the change in the fair value of its forward contracts in cost of revenue on the consolidated statements of operations. The fair value of the forward contracts is recorded on the consolidated balance sheets as a component of accrued other current liabilities and derivative liabilities.

The Company’s interest rate swap arrangements qualify as cash flow hedges for accounting purposes as they effectively convert variable rate obligations into fixed rate obligations. The Company evaluates and calculates the effectiveness of the hedge at each reporting date using a FinCad model. The effective change

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is recorded in accumulated other comprehensive loss and will be recognized as interest expense on settlement. Ineffectiveness is recorded in other expense, net. If a cash flow hedge is discontinued due to changes in the forecasted hedged transactions, hedge accounting is discontinued prospectively and unrealized gain or loss on the related derivative is recorded in accumulated other comprehensive loss and reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings. The fair value of the swap arrangement is recorded on the consolidated balance sheets as a component of accrued other current liabilities and derivative liabilities.

The Company issued convertible notes with conversion features. These embedded derivatives were evaluated under ASC topic 815-40 and were bifurcated from the debt and are classified as liabilities on the consolidated balance sheets. The Company records these derivative liabilities at fair value and adjusts the carrying value to their estimated fair value at each reporting date with the increases or decreases in the fair value recorded as a gain (loss) on revaluation of warrant liabilities and embedded derivatives in the consolidated statements of operations.

Fair Value Measurement

Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures,” (ASC 820), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1	Quoted prices in active markets for identical assets or liabilities. Financial assets utilizing Level 1 inputs typically include money market securities and U.S. Treasury securities.
Level 2	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Financial instruments utilizing Level 2 inputs include interest rate swaps.
Level 3	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Financial liabilities utilizing Level 3 inputs include natural gas fixed price forward contract derivatives, warrants issued to purchase the Company’s preferred stock and embedded derivatives bifurcated from convertible notes . Derivative liability valuations are performed based on a binomial lattice model and adjusted for illiquidity and/or nontransferability, and such adjustments are generally based on available market evidence.

Incentives and Grants

Self-Generation Incentive Program (SGIP)

The Company’s PPA entities receive payments under the SGIP which is a program specific to the State of California that provides financial incentives for the installation of new, qualifying self-generation equipment that the Company owns. The SGIP funds are recorded as other current assets and other long term assets until received. For sales-type leases, the benefit of the SGIP funds are recorded as deferred revenue and is recognized as revenue when the Energy Server is accepted. For operating leases, the benefit of the SGIP funds are recorded as deferred revenue and is amortized on a straight-line basis over the PPA contract period. The SGIP program issues 50% of the fully anticipated amount in the first year the equipment is

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placed into service. The remaining incentive is then paid based on the size of the equipment (i.e., nameplate kilowatt capacity) over the subsequent five years. The SGIP program will expire on January 1, 2021.

The Company received $2.4 million, $3.3 million, $0.4 million, and $1.4 million of SGIP funds for the years ended December 31, 2015 and 2016, and the six months ended June 30, 2016 and 2017, respectively. The SGIP program has operational criteria primarily related to fuel mixture and minimum output for the first five years after the qualified equipment is placed in service. If the operational criteria are not fulfilled, it could result in a partial refund of funds received. There were no reductions or refunds of SGIP funds during the years ended December 31, 2015 and 2016, and the six months ended June 30, 2016 and 2017, and no accrual has been made for a refund of any incentives.

For certain PPA entities, the Company makes SGIP reservations on behalf of the PPA entity. The PPA entity receives the SGIP funds directly from the program and, therefore, bears the risk of loss if these funds are not paid.

U.S. Treasury Grants

The Company is eligible for U.S. Treasury grants on eligible property as defined under Section 1603 of the American Recovery and Reinvestment Act of 2009. However, to be eligible for the U.S. Treasury grants, a fuel cell system must have commenced construction in 2011 either physically or through the occurrence of sufficient project costs. For fuel cell systems under PPA arrangements, U.S. Treasury grants are considered a component of minimum lease payments. For fuel cell systems deployed under tariff legislation, the Company recorded the fuel cell systems net of the U.S. Treasury grants. U.S. Treasury grant receivables are classified as other current assets in the Company’s consolidated balance sheets. For operating leases, the benefit of the U.S. Treasury grant is recorded as deferred revenue and is amortized on a straight-line basis over the PPA contract period. The Company placed in service the last property eligible for U.S. Treasury grants in November of 2013 and collected all of its outstanding remaining Treasury cash grants during 2014.

The U.S. Treasury grant program has operational criteria for the first five years after the qualified equipment is placed in service. The criteria includes cash grant recapture provisions if the applicant disposes of the property to a disqualified person or the property ceases to qualify as a specified energy. If the operational criteria are not fulfilled, it could result in a partial refund of incentives received. Due to the restructuring of the Company’s first PPA entity, as discussed in Note 13, Power Purchase Agreement Programs, the Company accrued $10.0 million in estimated recapture refunds in 2015. In 2016, the Company recorded a $1.7 million reduction in its estimate of recapture refunds and paid a total of $8.3 million in recapture refunds. No additional recapture refunds have been accrued or paid in the period ended June 30, 2017.

Investment Tax Credits (ITC)

Through December 31, 2016, the Company’s fuel cell systems have been eligible for federal investment tax credits, or ITCs, that accrue to eligible property under Internal Revenue Code Section 48 for its Energy Servers. Under PPA arrangements, ITCs are primarily passed through to tax equity investors. Approximately 1% to 10% of the incentives are received by the Company, with the balance distributed to the remaining investors of the PPA entity. These incentives are accounted for under the flow-through method.

The ITC program has operational criteria for the first five years after the qualified equipment is placed in service. If the qualified energy property is disposed of, or otherwise ceases to be investment credit property before the close of the five year recapture period is fulfilled, it could result in a partial reduction of the incentives. No ITC recapture has occurred during the years ended December 31, 2015 and 2016, and the six months ended June 30, 2017.

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Renewable Energy Credits (RECs)

RECs, which are tradeable energy credits that represent 1 megawatt hour of electricity generated from an eligible renewable energy resource generated in the U.S, are primarily ‘held for use’ and are presented as part of other current assets and other long term assets in the consolidated balance sheets until the RECs are sold and accounted for as revenue. The Company accounts for such RECs as output from the facility where they originate. The Company values these RECs at the lower of cost or market at the end of each reporting period.

To the extent the PPA entities do not produce enough RECs to satisfy the requirements under certain of the Company’s PPA entities’ power purchase agreements, the Company may also acquire RECs under stand-alone purchase agreements with third parties to satisfy these REC obligations. Under power purchase agreements with certain customers, the Company’s PPA entities are required to deliver a specified quantity of biogas RECs or WECC (Western Electricity Coordinating Council) RECs. In order to meet these obligations, the Company’s PPA entities may enter into REC purchase agreements with third parties to purchase a fixed quantity of the relevant RECs at a fixed price and on a fixed schedule. The PPA entities utilize the Western Renewable Energy Information System (WREGIS), an independent tracking system for the region covered by the WECC, which allows the PPA entities to manage RECs purchased and deliver the RECs to satisfy the customer obligation. Purchased RECs used to satisfy customer obligations are recorded at cost and are presented as part of other current assets and other long term assets in the consolidated balance sheets. Costs of RECs purchased are expensed as the Company’s obligation to provide such RECs to customers occurs.

The Company estimates the number of excess RECs it will ultimately acquire under the noncancelable purchase contracts over the number required to satisfy its obligations to its customers. The Company records a purchase commitment loss if the fair value of RECs is less than the fixed purchase price amount. The purchase commitment loss is recorded on the consolidated balance sheets as a component of other current liabilities and other long-term liabilities.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents, accounts receivables, and customer financing lease receivables. The Company conducts periodic evaluations of the creditworthiness of its customers and the collectability of its accounts receivable and financing leases receivable. The Company provides an allowance for potential credit losses as necessary based on historical experience. The Company has not experienced credit losses to date and has not provided an allowance for uncollectible accounts at December 31, 2015 and 2016, and at June 30, 2016 and 2017.

Concentrations of Customer and Geographic Risk

In the year ended December 31, 2015, total revenue from Delmarva Power & Light Company (Delmarva) and eBay, Inc. represented 17% and 14% of the Company’s total revenue, respectively. In the year ended December 31, 2016, total revenue from Delmarva and Intel Corporation represented 21% and 12% of the Company’s total revenue, respectively. In the six months ended June 30, 2016, total revenue from Intel and Delmarva Power & Light Company (Delmarva), represented 25% and 20% of the Company’s total revenue, respectively. In the six months ended June 30, 2017, total revenue from The Southern Company and Delmarva represented 31% and 16% of our total revenue, respectively. The Southern Company has deployed the Company’s products primarily to Kaiser Foundation Hospitals and Kaiser Foundation Health Plan, Inc. (Kaiser). To date, substantially all of the Company’s revenue has been derived from customers based in the United States.

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Concentrations of Supply Risk

The Company’s products are manufactured using a rare earth mineral. The suppliers for this raw material are primarily located in Asia. A significant disruption in the operations of one or more of these suppliers could impact the production of the Company’s products which could have a material adverse effect on its business, financial condition and results of operations.

Customer Financing Receivables

Leases are classified as either operating or sales-type leases in accordance with the relevant accounting guidelines. Customer financing receivables are generated by Energy Servers leased to PPA entities’ customers in leasing arrangements that qualify as sales-type leases. Financing receivables represents the gross minimum lease payments to be received from customers and the system’s estimated residual value, net of unearned income and allowance for estimated losses. Initial direct costs for sales-type leases are recognized as cost of revenue when the Energy Servers are placed in service.

The Company reviews its customer financing receivables by aging category to identify significant customer balances with known disputes or collection issues. In determining the allowance, the Company makes judgments about the creditworthiness of a majority of its customers based on ongoing credit evaluations. The Company also considers its historical level of credit losses and current economic trends that might impact the level of future credit losses. The Company writes off customer financing receivables when they are deemed uncollectible. The Company has not had to maintain an allowance for doubtful accounts to reserve for potentially uncollectible customer financing receivables as historically, all of its receivables have been paid and it expects its current receivables on the consolidated balance sheets to be paid in full. For additional information, see Note 14, PPA I Decommissioning.

Accounts Receivable

Accounts receivable primarily represents trade receivables from sales to customers recorded at net realizable value. As the Company does for its customer financing receivables, the Company reviews its accounts receivable by aging category to identify significant customer balances with known disputes or collection issues. In determining the allowance, the Company makes judgments about the creditworthiness of a majority of its customers based on ongoing credit evaluations. The Company also considers its historical level of credit losses and current economic trends that might impact the level of future credit losses. The Company writes off accounts receivable when they are deemed uncollectible. The Company has not had to maintain an allowance for doubtful accounts to reserve for potentially uncollectible accounts receivable as historically, all of its receivables have been paid and it expects its current receivables on the consolidated balance sheets to be paid in full.

Inventories

Inventories consist principally of raw materials, work-in-process and finished goods and are stated on a first-in, first-out basis at the lower of cost or market value.

The Company records inventory excess and obsolescence provisions for estimated obsolete or unsellable inventory, including inventory from purchase commitments, equal to the difference between the cost of inventory and estimated net realizable value based upon assumptions about market conditions and future demand for product generally expected to be utilized over the next 12 to 24 months, including product needed to fulfill the company’s warranty obligations. If actual future demand for the Company’s products is less than currently forecasted, additional inventory provisions may be required. Once a provision is recorded, it is maintained until the product to which it relates to is sold or otherwise disposed of. The inventory reserves were $8.5 million, $12.6 million and $15.8 million as of December 31, 2015 and 2016, and as of June 30, 2017, respectively.

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Property, Plant and Equipment

Property, plant and equipment, including leasehold improvements, are stated at cost, less accumulated depreciation. Leasehold improvements are depreciated over the shorter of the lease term or their estimated depreciable lives, currently five years. Buildings are amortized over the shorter of the lease or property term or their estimated depreciable lives, currently 35 years. Energy Servers are depreciated to their residual values over the terms of the power purchase and tariff agreements.

Depreciation is calculated using the straight-line method over the estimated depreciable lives of the respective assets as follows:

	Depreciable Lives
Energy Servers	15-21 years
Computers, software and hardware	3-5 years
Machinery and equipment	5-10 years
Furniture and fixtures	3-5 years
Leasehold improvements	1-5 years
Buildings	35 years

Long-Lived Assets

The Company’s long-lived assets include property, plant and equipment. The carrying amounts of the Company’s long-lived assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Factors that the Company considers in deciding when to perform an impairment review would include significant negative industry or economic trends and significant changes or planned changes in the Company’s use of the assets. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset and the Company would recognize an impairment loss. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. No material impairment of any long-lived assets was identified in the years ended December 31, 2015 or 2016, and in the six months ended June 30, 2017. When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our general ledger, and the resulting gain or loss is reflected in the consolidated statements of operations.

Revenue Recognition

The Company primarily earns revenue from the sale and installation of its Energy Servers to direct and lease customers, by providing services under its operations and maintenance services contracts, and by selling electricity to customers under PPA agreements. The Company offers its customers several ways to finance their purchase of a Bloom Energy Server. Customers may choose to purchase the Company’s Energy Servers outright. Customers may also lease the Company’s Energy Servers through one of the Company’s financing partners as a traditional lease. Finally, customers may purchase electricity through the Company’s PPA financing arrangements.

The Company sells its Energy Servers directly to customers (direct sales) or enters into long-term Power Purchase Agreements with customers, in which the customer is required to purchase 100% of the electricity produced by the Energy Servers at agreed-upon rates.

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Direct Sales

To date, the Company has never sold an Energy Server without a maintenance service agreement, or vice-versa, nor does it have plans to in the near future. As a result, the Company recognizes revenue from contracts with customers for the sales of products and services included within these contracts in accordance with ASC 605-25 (revenue recognition for multiple-element arrangements).

Revenue from the sale and installation of Energy Servers to direct customers is recognized when all of the following criteria are met:

• Persuasive Evidence of an Arrangement Exists. The Company relies upon non-cancelable sales agreements and purchase orders to determine the existence of an arrangement.

• Delivery and Acceptance has Occurred. The Company uses shipping documents and confirmation from the Company’s installations team that the deployed systems are running at full power, as defined in each contract, to verify delivery and acceptance.

• The Fee is Fixed or Determinable. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction.

• Collectability is Reasonably Assured. The Company assesses collectability based on the customer’s credit analysis and payment history.

Most of the Company’s arrangements are multiple-element arrangements with a combination of Energy Servers, installation, and maintenance services. Products, including installation, and services generally qualify as separate units of accounting. For multiple-element arrangements, the Company allocates revenue to each unit of accounting based on an estimated selling price at the arrangement inception. The estimated selling price for each element is based upon the following hierarchy: vendor-specific objective evidence (VSOE) of selling price, if available; third-party evidence (TPE) of selling price, if VSOE of selling price is not available; or best estimate of selling price (BESP), if neither VSOE of selling price nor TPE of selling price are available. The total arrangement consideration is allocated to each separate unit of accounting using the relative estimated selling prices of each unit based on the aforementioned selling price hierarchy. The Company limits the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting any specified performance conditions.

The Company has not been able to obtain reliable evidence of the selling price. Given that the Company has never sold an Energy Server without a maintenance service agreement, and vice-versa, the Company has no evidence of selling prices for either and virtually no customers have elected to cancel their maintenance agreements and continue to operate the Energy Servers. The Company’s objective is to determine the price at which they would transact business if the items were being sold separately. As a result, the Company estimates its selling price driven primarily by its expected margin on both the Energy Server and maintenance service agreement based on their respective costs or, in the case of maintenance service agreements, the estimated costs to be incurred during the service period.

Costs for Energy Servers include all direct and indirect manufacturing costs, applicable overhead costs and costs for normal production inefficiencies (i.e., variances). The Company then applies a margin to the Energy Servers to determine the selling price to be used in its BESP model. Costs for maintenance service arrangements are estimated over the life of the maintenance contracts and include estimated future service costs and future product costs. Product costs over the period of the service arrangement are impacted significantly by the longevity of the fuel cells themselves. After considering the total service costs, the Company applies a slightly lower margin to its service costs than to its Energy Servers because this best reflects the Company’s long-term service margin expectations.

As the Company’s business offerings evolve over time, the Company may be required to modify its estimated selling prices in subsequent periods, and the Company’s revenue could be adversely affected.

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The Company does not offer extended payment terms or rights of return for its products. Upon shipment of the product, the Company defers the product’s revenue until the acceptance criteria have been met. Such amounts are recorded within deferred revenue in the consolidated balance sheets. The related cost of such product is also deferred as a component of deferred cost in the consolidated balance sheets until customer acceptance. Prior to shipment of the product, any prepayment made by the customer is recorded as customer deposits. Customer deposits were $21.1 million, $29.5 million, and $16.7 million as of December 31, 2015 and 2016 and as of June 30, 2017, respectively, and were included in deferred revenue and customer deposits in the consolidated balance sheets.

Traditional Leases

Under this financing option, the Company sells its Energy Servers through a direct sale to a financing partner, who in turn leases the Energy Servers to the customer under a lease agreement between the customer and the financing partner. In addition, the Company contracts with the customer to provide extended maintenance services from the end of the standard one-year warranty period until the remaining duration of the lease term.

Payments received are recorded within deferred revenue in the consolidated balance sheets until the acceptance criteria, as defined within the customer contract, are met. The related cost of such product is also deferred as a component of deferred cost in the consolidated balance sheets, until acceptance.

The Company also sells extended maintenance services to its customers that effectively extend the standard warranty coverage. Payments from customers for the extended maintenance contracts are received at the beginning of each service year. Accordingly, the customer payment received is recorded as deferred revenue, and revenue is recognized ratably over the extended maintenance contract.

As discussed within the “direct sales” section above, the Company’s arrangements with its traditional lease customers are multiple-element arrangements as they include a combination of Energy Servers, installation and extended maintenance services. Accordingly, the Company recognizes revenue from contracts with customers for the sales of products and services included within these contracts in accordance with ASC 605-25 (revenue recognition for multiple-element arrangements).

Extended Maintenance Services

The Company typically provides a standard one-year warranty against manufacturing or performance defects to its direct sales customers. The Company also sells to these customers extended maintenance services that effectively extend the standard warranty coverage at the customer’s option. These customers generally have an option to renew or cancel the extended maintenance services on an annual basis. Revenue is recognized from such extended maintenance services ratably over the term of the service (or annual renewal period) using the estimates of value, as discussed above.

Sale-Leaseback (Managed Services)

The Company is a party to master lease agreements that provide for the sale of Energy Servers to third-parties and the simultaneous leaseback of the systems, which the Company then subleases to its customers. In sale-leaseback sublease arrangements (also referred to as managed services), the Company first determines whether the Energy Servers under the sale-leaseback arrangement are “integral equipment.” An Energy Server is determined to be integral equipment when the cost to remove the system from its existing location, including the shipping costs of the Energy Server at the new site, including any diminution in fair value, exceeds 10% of the fair value of the Energy Server at the time of its original installation.

As the Energy Servers are determined not to be integral equipment, the Company determines if the leaseback is classified as a capital lease or an operating lease. For leasebacks classified as capital leases, the Company initially records a capital lease asset and capital lease obligation in its consolidated balance sheet

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equal to the lower of the present value of its future minimum leaseback payments or the fair value of the Energy Servers. For capital leasebacks, the Company does not recognize any revenue but defers the gross profit comprising the net of the revenue and the associated cost of sale. For leasebacks classified as operating leases, the Company recognizes a portion of the net revenue, net of any commitments made to the customer to cover liabilities associated with insurance, property taxes and/or incentives recorded as managed service liabilities, and the associated cost of sale and defers the portion of net revenue and cost of sale that represents the gross profit that is equal to the present value of the future minimum lease payments over the master leaseback term. For both capital and operating leasebacks, the Company records the net deferred gross profit in its consolidated balance sheet as deferred income and amortizes the deferred income over the leaseback term as a reduction to the leaseback rental expense included in operating leases.

In connection with the Company’s common stock award agreement with a managed services customer, the share issuances are recorded as a reduction of product revenue when the installation milestones are achieved and are recorded as additional paid-in capital when the shares are issued.

PPA Sales (also refer to Note 13, Power Purchase Agreement Programs)

In 2010, the Company began offering its Energy Servers through its Bloom Electrons financing program. This program is financed via special purpose investment entities referred to as PPA entities and are owned partly by the Company and partly by third-party investors. The investors contribute cash to the PPA entity in exchange for their equity interest, which allows the PPA entities to purchase the Energy Server from the Company. The cash contributions are classified as short-term or long-term restricted cash according to the terms of the PPA agreements. As the Company identifies end customers, the PPA entity enters into an agreement with the end customer pursuant to which the customer agrees to purchase the power generated by the Energy Server at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. The PPA entity typically enters into a maintenance services agreement with the Company following the first year of service to extend the warranty service and performance guarantees. This intercompany arrangement is eliminated in consolidation. Those PPA agreements that qualify as leases are classified as either sales-type leases or operating leases and for those that do not qualify as leases are tariff agreements. For both operating leases and tariff arrangements, income is recognized as contractual amounts are due when the electricity is generated.

Sales-type Leases

Certain arrangements entered into by certain PPA entities, including Bloom Energy 2009 PPA Project Company, LLC (PPA I), 2012 ESA Project Company, LLC (PPA Company IIIa) and 2013B ESA Project Company, LLC (PPA Company IIIb), qualify as sales-type leases in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 840, Leases (ASC 840). The Company is responsible for the installation, operation and maintenance of the Energy Servers at the customer’s sites, including running the Energy Servers during the term of the power purchase agreements ranging from 10 to 15 years. Based on the terms of the customer contracts, the Company may also be obligated to supply fuel for the Energy Servers. The amount billed for the delivery of the electricity to PPA I’s customers primarily consists of returns on the amounts financed, including interest revenue, service revenue and fuel revenue for certain arrangements.

The Company is obligated to supply fuel to the Energy Servers that deliver electricity under the PPA I arrangements. Based on the customer offtake agreements, the customers pay an all-inclusive rate per kWh of electricity produced by the Energy Servers. The consideration received under the PPA I arrangements primarily consists of returns on the amounts financed, including interest revenue, service revenue and fuel revenue.

As the power purchase agreements contain a lease, the consideration received is allocated between the lease (lease of property and related executory costs) and non-lease (other products and services, excluding

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any derivatives) elements based on relative fair value, in accordance with ASC 605-25-13A (b). Lease elements include the leased system and the related executory costs (i.e. installation of the system, electricity generated by the system, maintenance costs). Non-lease elements include service, fuel, and interest related to the leased systems.

Service revenue and fuel revenue are recognized over the term of the power purchase agreement as electricity is generated and the interest component related to the leased system is recognized as interest revenue over the life of the lease term.

The customer has the option to purchase the Energy Servers at the then fair market value at the end of the term of the power purchase agreement. Service revenue related to sales-type leases of $10.7 million and $6.7 million for the years ended December 31, 2015 and 2016, respectively, and service revenue related to sales-type leases of $4.4 million and $2.1 million for the six months ended June 30, 2016 and 2017, respectively, is included in electricity revenue in the consolidated statements of operations. Fuel revenue of $2.8 million and $1.9 million for the years ended December 31, 2015 and 2016, respectively, and fuel revenue of $1.4 million and $0.5 million for the six months ended June 30, 2016 and 2017, respectively, is included in electricity revenue in the consolidated statements of operations. Interest revenue of $2.5 million and $1.8 million for the years ended December 31, 2015 and 2016, respectively, and interest revenue of $0.8 million and $1.0 million for the six months ended June 30, 2016 and 2017, respectively, is included in electricity revenue in the consolidated statements of operations.

Product revenue associated with the sale of the Energy Servers under the power purchase agreements that qualify as sales-type leases is recognized at the present value of the minimum lease payments, which approximates fair value, assuming all other conditions for revenue recognition noted above have also been met. A sale is typically recognized as revenue when an Energy Server begins generating electricity and has been accepted, which is consistent across all purchase options in that acceptance generally occurs after the Energy Server has been installed and running at full power as defined in each contract. There was no product revenue recognized under sales-type leases during the years ended December 31, 2015 and 2016, and for the six months ended June 30, 2016 and 2017.

Operating Leases

Certain PPA arrangements entered into by PPA Company IIIa, PPA Company IIIb, 2014 ESA Holdco, LLC (PPA Company IV) and 2015 ESA Holdco, LLC. (PPA Company V) that are, in substance, leases but do not meet the criteria of sales-type leases or direct financing leases in accordance with ASC 840 are accounted for as operating leases. Revenue under these arrangements is recognized as electricity is provided to the customer at rates specified under the contracts. During the years ended December 31, 2015 and 2016, revenue from electricity sales amounted to $12.7 million and $32.3 million, respectively. During the six months ended June 30, 2016 and 2017, revenue from electricity sales amounted to $12.5 million and $23.3 million, respectively.

Tariff Agreement

PPA Company II entered into an arrangement with Delmarva, PJM Interconnection, (PJM), a regional transmission organization, and the State of Delaware, under which PPA Company II provides the energy generated from its Energy Servers to PJM, and receives a tariff as collected by Delmarva.

Revenue at the tariff rate is recognized as electricity sales as it is generated over the term of the arrangement. Revenue relating to power generation at the Delmarva site of $36.9 million and $36.7 million for the years ended December 31, 2015 and 2016, respectively, and revenue relating to power generation at the Delmarva sites of $18.1 million and $ 18.5 million for the six months ended June 30, 2016 and 2017, respectively, is included in electricity sales in the consolidated statements of operations.

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Warranty Costs

The Company generally warrants its products sold to its direct customers for one year following the date of acceptance of the products (“standard product warranty”). As part of both its standard warranty and maintenance service agreements (“MSA”), the Company provides output and efficiency guarantees (collectively “performance guarantees”) to its customers when systems operate below contractually specified levels of efficiency and output. Such amounts have not been material to date.

As part of its standard product warranty and MSA obligations, the Company controls the operations of the underlying systems, including their efficiency and output levels. The performance guarantee payments represent maintenance decisions made by the Company and are accounted for as costs of goods sold. To estimate the warranty costs, the Company continuously monitors product returns for warranty failures and maintains the reserve for the related warranty expense based on various factors including historical warranty claims, field monitoring, and results of lab testing. The Company’s obligations under its standard warranty and MSA agreements are generally in the form of product replacement, repair or reimbursement for higher customer electricity costs (also refer to Note 17, Commitments and Contingencies). Further, if the Energy Servers run at a lower efficiency or power output than the Company committed under its performance guarantee, then the Company will reimburse the customer for this underperformance. The Company’s obligation includes ensuring the customer’s equipment operates at least at the efficiency and power output levels set forth in the customer agreement. The Company’s aggregate reimbursement obligation for this performance guarantee for each order is capped at a portion of the purchase price.

Standard Product Warranty

The standard product warranty covers defects in materials and workmanship under normal use and service conditions, and against manufacturing or performance defects. The Company’s warranty accrual represents its best estimate of the amount necessary to settle future and existing claims during the warranty period as of the balance sheet date. The Company accrues for warranty costs based on estimated costs that may be incurred under its standard obligations including material costs, labor costs, and higher customer electricity costs, should the units not work for extended periods. Estimated costs associated with standard product warranty, including the performance guarantee payments, are recorded at the time of sale as a component of costs of goods sold.

Maintenance Services Agreements (MSAs)

The Company also sells MSAs to its customers, which are renewable each year, at the option of the customer. The annual MSAs sold to direct customers and the services offered under the Company’s Bloom Electrons and managed services arrangements are executory contracts, in which the related maintenance costs, including the costs of performance guarantee, are recognized as they are incurred as a component of costs of goods sold. The warranty liability was $8.7 million, $8.1 million, and $8.8 million as of December 31, 2015 and 2016 and as of June 30, 2017, respectively, and is classified within accrued warranty in the consolidated balance sheets.

Prior to fiscal year 2014, certain MSAs with direct customers were accounted for as separately-priced warranty contracts under ASC 605-20-25 Separately Priced Extended Warranty and Product Maintenance Contracts (formerly FTB 90-1), in which the Company recorded an accrual for any expected costs that exceed the contracted revenues for that one-year service renewal arrangement. Over time, as the Company’s service offering evolved and the Company began managing the Energy Servers taking into consideration individual customer arrangements as well as the Company’s Energy Server fleet management objectives, the Company’s service offering evolved to the point that our services changed, becoming a more strategic offering for both the Company and its customers. Additionally, virtually all of the Company’s sales arrangements included bundled sales of maintenance service agreements along with the Energy Servers. The result is that the Company allocates a certain portion of the contractual revenue related to the Energy

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Servers to the MSAs based on the Company’s BESP compared to the stated amount in the service contracts. See further discussion of BESP in Note 2. The loss accrual is included as a component of the accrued warranty liability. The related liability was $18.1 million, $15.8 million, and $8.5 million, as of December 31, 2015 and 2016 and as of June 30, 2017, respectively.

Shipping and Handling Costs

The Company records costs related to shipping and handling in cost of revenue.

Sales and Utility Taxes

The Company recognizes revenue on a net basis for taxes charged to its customers and collected on behalf of the taxing authorities.

Advertising and Promotion Costs

Expenses related to advertising and promotion of products is charged to sales and marketing expense as incurred. The Company did not incur any material advertising or promotion expenses during the years ended December 31, 2015 and 2016 or the six months ended June 30, 2017.

Research and Development

The Company conducts internally funded research and development activities to improve anticipated product performance and reduce product life-cycle costs. Research and development costs are expensed as incurred and include salaries and expenses related to employees conducting research and development.

Stock-Based Compensation

The Company accounts for stock options and restricted stock units (RSUs) awarded to employees and nonemployee directors under the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation-Stock Compensation,” (ASC 718) using the Black-Scholes valuation model to estimate fair value. The Black-Scholes valuation model requires the Company to make estimates and assumptions regarding the underlying stock’s fair value, the expected life of the option and RSU, the risk-free interest rate, the expected volatility of its common stock price and the expected dividend yield. In developing estimates used to calculate assumptions, the Company establishes the expected term for employee options and RSUs, as well as expected forfeiture rates, based on the historical settlement experience and after giving consideration to vesting schedules. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Stock-based compensation expense is recorded net of estimated forfeitures such that expense is recorded only for those stock-based awards that are expected to vest. Previously recognized expense is reversed for the portion of awards forfeited prior to vesting as and when forfeitures occurred. The Company typically records stock-based compensation expense under the straight-line attribution method over the vesting term, which is generally five years, and records stock-based compensation expense for performance based awards using the graded-vesting method. Stock-based compensation expense is recorded in the consolidated statements of operations based on the employees’ respective function.

Stock-based compensation cost for RSUs is measured based on the fair value of the underlying shares on the date of grant. RSUs are subject to a time-based vesting condition and a performance-based vesting condition, both of which must be satisfied before the RSUs are vested and settled for shares of common stock. The performance-based condition is tied to a liquidity event, such as a sale event or the completion of the Company’s initial public offering. The time-based condition ranges between six months to two years from the end of the lock-up period after a liquidity event. No expense related to these awards will be recognized unless the performance condition is satisfied.

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Compensation expense for equity instruments granted to non-employees is measured on the date of performance at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured. Compensation expense for equity instruments granted to non-employees is periodically remeasured as the underlying instruments vest. The fair value of the equity instruments is charged to earnings over the term of the service agreement.

The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, unless the Company cannot realize the deduction (i.e., the Company is in a net operating loss (NOL) position), based on the amount of compensation cost recognized and the Company’s statutory tax rate. Prior to December 31, 2016, differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the Company’s income tax return are recorded in additional paid-in capital if the tax deduction exceeds the deferred tax asset (excess tax benefit) or in the consolidated statements of operations if the deferred tax asset exceeds the tax deduction and no additional excess tax benefit exists from previous awards. Beginning in the first quarter of fiscal 2017, with the adoption of ASU 2016-09 on a prospective basis, stock-based compensation excess tax benefits or deficiencies are reflected in the consolidated statements of operations as a component of the provision for income taxes. No tax benefit or expense for stock-based compensation has been recorded during the years ended December 31, 2015 and 2016 and in the six month period ended June 30, 2017, since the Company remains in an NOL position.

Refer to Note 24, Stock Option Plan, for further discussion of the Company’s stock-based compensation arrangements.

Freestanding Convertible Preferred Stock Warrants

The Company accounts for freestanding warrants to purchase shares of its convertible preferred stock as liabilities on the consolidated balance sheets at fair value upon issuance. The convertible preferred stock warrants are recorded as a liability because the underlying shares of convertible preferred stock are contingently redeemable which, therefore, may obligate the Company to transfer assets at some point in the future. The warrants are subject to remeasurement to fair value at each balance sheet date or immediately before exercise of the warrants and any change in fair value is recognized in the consolidated statements of operations. The Company’s convertible preferred stock warrants will continue to be remeasured until the earlier of the exercise or expiration of warrants, the completion of a deemed liquidation event, the conversion of convertible preferred stock into common stock, or until the convertible preferred stock can no longer trigger a deemed liquidation event. At that time, the convertible preferred stock warrant liability will be reclassified to convertible preferred stock or additional paid-in capital, as applicable. These warrants were valued on the date of issuance, using the Probability-Weighted Expected Return Model (PWERM). In accordance with ASC 480 “Distinguish Liability from Equity” (ASC 480), these warrants are classified within warrant liability in the consolidated balance sheets.

Partner Related Sales Lead Generation Liabilities

The partner related sales lead generation liabilities represent payments required to be made by the Company to the tax equity investor upon acceptance of Energy Servers sold through PPA Company V. Since funding received by the PPA Company from the tax equity investor is used for the purchase and installation of Energy Servers the payments made back to the tax equity investor upon completion of an installation essentially represent a return of capital and are accounted for as a reduction to non-controlling interests on the consolidated balance sheets. There was $1.9 million and $6.7 million in current liabilities as of December 31, 2015 and 2016, respectively. These liabilities have all been paid and the Company has fulfilled all of its obligations under this arrangement, therefore, there are no liabilities recorded as of June 30, 2017. Such amounts are payable to the financing partner by the tenth day of the month following the installation of the Energy Servers at customer sites.

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Allocation of Profits and Losses of Consolidated Partnerships to Noncontrolling Interests

The Company allocates profits and losses to noncontrolling interests under the hypothetical liquidation at book value (HLBV) method. HLBV is a balance sheet-oriented approach for applying the equity method of accounting when there is a complex structure, such as a flip structure. The determination of equity in earnings under the HLBV method requires management to determine how proceeds upon a hypothetical liquidation of the entity at book value would be allocated between its investors. The noncontrolling interests balance is presented as a component of permanent equity in the consolidated balance sheets. Noncontrolling interests with redemption features, such as put options, that are not solely within the Company’s control are considered redeemable noncontrolling interests. Exercisability of put options are solely dependent upon the passage of time, and hence, such put options are considered to be probable of becoming exercisable. The Company elected to accrete changes in the redemption value over the period from the date it becomes probable that the instrument will become redeemable to the earliest redemption date of the instrument using an interest method. The balance of redeemable noncontrolling interests is reported at the greater of its carrying value or its maximum redemption value at each reporting date. The redeemable noncontrolling interests are in the temporary equity section in the mezzanine section of the consolidated balance sheets as redeemable noncontrolling interests. Refer to Note 13 “Power Purchase Agreement Programs” for more information.

For income tax purposes, the tax equity partner, who has committed to invest in the consolidated partnerships, will receive a greater proportion of the share of losses and other income tax benefits. This includes the allocation of investment tax credits, which will be distributed to the tax equity partner and to a wholly-owned subsidiary of the Company based on the allocation specified in each respective partnership agreement until the tax equity partner’s targeted rate of return under the partnership agreement is met. In some cases, after the PPA tax equity investors receive their contractual rate of return, the Company receives substantially all of the remaining value attributable to the long-term recurring customer payments and the other incentives.

Income Taxes

The Company accounts for income taxes using the liability method under Financial Accounting Standards Board Accounting Standards Codification Topic 740, “Income Taxes,” (ASC 740). Under this method, deferred tax assets and liabilities are determined based on net operating loss carryforwards, research and development credit carryforwards, and temporary differences resulting from the different treatment of items for tax and financial reporting purposes. Deferred items are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. Additionally, the Company must assess the likelihood that deferred tax assets will be recovered as deductions from future taxable income. The Company has provided a full valuation allowance on its deferred tax assets because it believes it is more likely than not that its deferred tax assets will not be realized.

The Company follows the accounting guidance in ASC 740-10, which requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company records a liability for the difference between the benefit recognized and measured pursuant to ASC 740-10 and the tax position taken or expected to be taken on the Company’s tax return. To the extent that the assessment of such tax positions change, the change in estimate is recorded in the period in which the determination is made. The Company establishes reserves for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when the Company believes that certain positions might be challenged despite the Company’s belief that the tax return positions are fully supportable. The reserves are adjusted in light of changing facts and circumstances, such as the outcome of a tax audit. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. The Company recognizes interest accrued related to unrecognized tax benefits in other expense, net and penalties in operating expenses.

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Comprehensive Loss

The Company’s comprehensive loss is comprised of the Company’s net loss and unrealized gains (losses) on the remeasurement of the effective portion of the Company’s interest rate swap agreements to fair value.

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 842), to replace the existing revenue recognition criteria for contracts with customers and to establish the disclosure requirements for revenue from contracts with customers. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date, to defer the effective date of ASU 2014-09 to interim and annual periods beginning after December 15, 2017, with early adoption permitted. Subsequently, the FASB issued ASU 2016-08, Principal versus Agent Considerations, ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-11, Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting, ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements, to clarify the guidance in ASU 2014-09. Adoption of the ASUs is either retrospective to each prior period presented (full retrospective) or retrospective with a cumulative adjustment to retained earnings or accumulated deficit as of the adoption date (modified retrospective). The Company is in the process of assessing the impact on the Company’s consolidated financial statements and whether it will adopt the full retrospective or modified retrospective approach.

In June 2014, the FASB issued ASU 2014-12, Compensation—Stock Compensation (Topic 718), which provides new guidance on accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. The update requires a reporting entity to treat a performance target that affects vesting and that could be achieved after the requisite service period as a performance condition under Accounting Standards Codification Topic 718 Compensation—Stock Compensation, and to apply existing guidance as it relates to awards with performance conditions that affect vesting to account for such awards. The update is effective for the interim and annual periods beginning after December 15, 2015. The adoption of this standard update had no material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-13, Consolidation—Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financial Entity (Topic 810). The update requires a reporting entity that consolidates a collateralized financing entity and measures the financial assets and the financial liabilities using the measurement alternative shall disclose the fair value measurement on financial instruments for the financial assets and the financial liabilities of the consolidated collateralized financing entity. The amendments in this update were effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The adoption of this standard had no material impact on the Company’s consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40). The amendments in this update provide guidance in accounting principles generally accepted in the United States of America about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The ASU is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016. The Company adopted the ASU prospectively on December 31, 2016, but the adoption had no material impact on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest—Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30), to require debt issuance costs to be presented as an offset against debt outstanding as opposed to an asset. The ASU is effective for annual periods beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted.

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Adoption of the ASU is retrospective to each prior period presented. As a result, for each prior period presented, the Company reclassified the debt issuance costs previously recorded within prepaid expenses and other current assets and other long-term assets to current and long-term portion of debt. As of December 31, 2015, the Company adopted the ASU and reclassified $8.8 million in debt issuance costs.

July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (Topic 330), to specify that inventory should be subsequently measured at the lower of cost or net realizable value, which is the ordinary selling price less any completion, transportation and disposal costs. However, the ASU does not apply to inventory measured using the last-in-first-out or retail methods. The Company adopted the ASU prospectively in January 2017, and the adoption has no material impact on its consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes (Topic 740), which simplifies the presentation of deferred income taxes by requiring that deferred tax assets and liabilities be presented as non-current. The standard impacts presentation only. The Company elected to early adopt the standard on a retrospective basis effective December 31, 2015 and all deferred tax assets and liabilities are classified as non-current on the Company’s consolidated balance sheets. Adoption of this ASU resulted in a reclassification of $0.7 million of the Company’s net current deferred tax asset to the net non-current deferred tax asset in the consolidated balance sheet as of December 31, 2015.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will replace most existing lease accounting guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize the rights and obligations resulting from leases as assets and liabilities. ASU 2016-02 requires qualitative and specific quantitative disclosures to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities, including significant judgments and changes in judgments. ASU 2016-02 will be effective for the Company beginning in fiscal 2019, and requires the modified retrospective method of adoption. Early adoption is permitted. The Company is in the process of determining the method and timing of adoption and assessing the impact of ASU 2016-02 on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-06, Contingent Put and Call Options in Debt Instruments (Topic 815), to clarify when a contingent put or call option to accelerate the repayment of debt is an embedded derivative. The ASU is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The Company adopted the ASU prospectively in January 2017, and the adoption has no material impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323), amendments for simplifying the transition to the equity method of accounting. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Early adoption is permitted. The Company adopted the ASU prospectively in January 2017, and the adoption has no material impact on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation—Improvements to Employee Share-Based Payment Account (Topic 718), which simplifies several aspects of the accounting for the share based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to employees maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares for tax-withholding purposes. The amendments in this ASU are effective for public business entities

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for annual periods beginning after December 15, 2016 and for the interim periods therein, and for all other entities for fiscal years beginning after December 15, 2017. Early adoption is permitted in any interim or annual period that has not been issued or made available for issuance, provided all the amendments within the ASU are adopted. The Company adopted the standard prospectively in January 2017. The Company has elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. Since the Company remains in a net operating loss position and there are no excess tax benefits in the six months ended June 30, 2017, the adoption has no material impact on its consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients (Topic 606), which provides clarifying guidance in certain narrow areas and adds some practical expedients. The effective dates for these ASU’s is the same as the effective date for ASU 2014-09. The Company is currently evaluating the impact, if any, that these ASUs will have on our consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326). The pronouncement was issued to provide more decision-useful information about the expected credit losses on financial instruments and changes the loss impairment methodology. This pronouncement is effective for reporting periods beginning after December 15, 2019 using a modified retrospective adoption method. A prospective transition approach is required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. The Company is currently evaluating the impact of the adoption of this update on its financial statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230), which clarifies the classification of the activity in the consolidated statements of cash flows and how the predominant principle should be applied when cash receipts and cash payments have more than one class of cash flows. This pronouncement is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. Adoption will be applied retrospectively to all periods presented. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements and related disclosures.

In October 2016, the FASB issued ASU 2016-16, Income Taxes—Intra-Entity Transfers of Assets Other Than Inventory (Topic 740), which requires that the entities recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The amendments in this ASU are effective for public business entities in annual reporting periods beginning after December 15, 2017 and for the interim periods therein, and for all other entities in annual reporting periods beginning after December 15, 2018, and interim reporting periods in annual reporting periods beginning after December 15, 2019. Early adoption is permitted only at the beginning of an annual period for which no financial statements (interim or annual) have already been issued or made available for issuance. The Company is currently evaluating the impact of its pending adoption of this standard on our consolidated financials.

In October 2016, the FASB issued ASU 2016-17, Consolidation—Interests Held through Related Parties That Are under Common Control (Topic 810). The new guidance amends the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. This pronouncement is effective for fiscal years, beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows—Restricted Cash (Topic 230), related to the presentation of restricted cash in the statement of cash flows. The pronouncement requires that a statement of cash flows explain the change during the period in cash, cash equivalents, and amounts generally described as restricted cash. Amounts generally described as restricted cash are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total

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amounts. Refer to Note 3 “Cash, Cash Equivalents, and Restricted Cash” for more information. The Company elected to early adopt the standard on a retrospective basis in January 2017.

In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business (Topic 805). It revises the definition of a business and provides a framework to evaluate when an input and a substantive process are present in an acquisition to be considered a business. This guidance is effective for annual periods beginning after December 15, 2017 and will only potentially impact acquisitions post adoption. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements and related disclosures.

In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This guidance is effective for annual periods beginning after December 15, 2017. The Company is currently evaluating the impact this guidance will have on the consolidated financial statements and related disclosures.

3. Cash, Cash Equivalents, and Restricted Cash

The Company classifies any marketable securities as available-for-sale. Accordingly, it would record them at fair value and accounts for net unrealized gains and losses as part of other comprehensive loss until realized. The Company records realized gains and losses on the sale of its marketable securities in other expense, net in the consolidated statements of operations. The cost of securities sold is based on the specific identification method.

As of December 31, 2015 and 2016, and June 30, 2017, the Company had restricted cash of $91.3 million, $61.3 million, and $60.0 million, respectively, as follows (in thousands):

	December 31,				June 30,
	2015		2016		2017
					(unaudited)
Restricted cash related to PPA entities	$	31,956	$	5,900	$	5,824
Restricted cash		11,777		13,967		13,560
Restricted cash, current		43,733		19,867		19,384
Restricted cash related to PPA entities		31,923		30,764		30,458
Restricted cash		15,651		10,707		10,132
Restricted cash, non-current		47,574		41,471		40,590
Total restricted cash	$	91,307	$	61,338	$	59,974

The following table summarizes the Company’s cash and cash equivalents and restricted cash (in thousands):

	December 31,								June 30,
	2015				2016				2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
									(unaudited)
Cash	$	189,989	$	189,989	$	178,546	$	178,546	$	178,789	$	178,789
Money market funds		36,348		36,348		39,369		39,369		34,441		34,441
	$	226,337	$	226,337	$	217,915	$	217,915	$	213,230	$	213,230
As reported
Cash and cash equivalents	$	135,030	$	135,030	$	156,577	$	156,577	$	153,256	$	153,256
Restricted cash		91,307		91,307		61,338		61,338		59,974		59,974
	$	226,337	$	226,337	$	217,915	$	217,915	$	213,230	$	213,230

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4. Accounts Receivable

Accounts receivable primarily represents trade receivables from sales to customers recorded at net realizable value. At December 31, 2015 and 2016, and June 30, 2017, the Company did not maintain any allowances for doubtful accounts as it deemed all of its receivables fully collectible.

5. Inventories, Net

The components of inventory consisted of the following (in thousands):

	December 31,				June 30,
	2015		2016		2017
					(unaudited)
Raw materials	$	42,322	$	40,345	$	44,659
Work-in-progress		19,096		24,147		24,242
Finished goods		21,528		18,663		31,866
	$	82,946	$	83,155	$	100,767

6. Prepaid Expense and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

	December 31,				June 30,
	2015		2016		2017
					(unaudited)
Government incentives receivable	$	3,032	$	5,975	$	5,226
Prepaid expenses and other current assets		13,147		17,445		19,362
	$	16,179	$	23,420	$	24,588

7. Property, Plant and Equipment, Net

Property, plant and equipment, net consisted of the following (in thousands):

	December 31,						June 30,
	2015			2016			2017
							(unaudited)
Energy Servers	$	288,550		$	511,771		$	511,162
Computers, software and hardware		16,441			19,965			20,441
Machinery and equipment		96,308			96,565			99,477
Furniture and fixtures		5,019			4,821			4,885
Leasehold improvements		24,369			23,316			23,366
Building		40,512			40,512			40,512
Construction in progress		13,586			9,167			7,774
		484,785			706,117			707,617
Less: Accumulated depreciation		(130,245	)		(167,672	)		(190,989	)
	$	354,540		$	538,445		$	516,628

The Company’s property, plant and equipment under operating leases by its PPA entities was $174.5 million and $397.8 million as of December 31, 2015 and 2016, respectively, and $397.2 million as of June 30, 2017. The accumulated depreciation for these assets was $8.5 million and $26.4 million as of December 31, 2015 and 2016, respectively, and $39.2 million as of June 30, 2017. Depreciation expense

F-29

related to property, plant and equipment was $35.6 million and $43.1 million during the years ended December 31, 2015 and 2016, respectively, and $20.1 million and $ 23.6 million for the six months ended June 30, 2016 and 2017, respectively.

8. Other Long-Term Assets

Other long-term assets consisted of the following (in thousands):

	December 31,				June 30,
	2015		2016		2017
					(unaudited)
Prepaid and other long-term assets	$	31,848	$	33,930	$	31,840
Strategic investments		6,776		6,125		5,584
Long-term deposits		1,031		973		1,012
	$	39,655	$	41,028	$	38,436

9. Accrued Warranty

Accrued warranty liabilities consisted of the following (in thousands):

	December 31,				June 30,
	2015		2016		2017
					(unaudited)
Product warranty	$	8,707	$	8,104	$	8,778
Operations and maintenance services agreements		18,136		15,753		8,489
	$	26,843	$	23,857	$	17,267

Changes in the standard product warranty liability were as follows (in thousands):

Balances at December 31, 2014	$	5,337
Accrued warranty, net		6,679
Warranty expenditures during period		(3,309	)
Balances at December 31, 2015	$	8,707
Accrued warranty, net		4,727
Warranty expenditures during period		(5,330	)
Balances at December 31, 2016	$	8,104
Accrued warranty, net (unaudited)		7,622
Warranty expenditures during period (unaudited)		(6,948	)
Balances at June 30, 2017 (unaudited)	$	8,778

F-30

10. Accrued Other Current Liabilities

Accrued other current liabilities consisted of the following (in thousands):

	December 31,				June 30,
	2015		2016		2017
					(unaudited)
Compensation and benefits	$	7,782	$	12,887	$	12,701
Current portion of derivative liabilities		5,007		5,639		5,680
PPA I decommissioning		9,954		—		—
Partner related sales lead generation liabilities		1,918		6,713		—
Managed services liabilities		289		2,913		4,673
Common stock warrant liabilities		—		9,180		9,180
Accrued installation		3,010		5,794		6,371
Other		24,016		32,745		35,503
	$	51,976	$	75,871	$	74,108

11. Other Long-Term Liabilities

Accrued other long-term liabilities consisted of the following (in thousands):

	December 31,				June 30,
	2015		2016		2017
					(unaudited)
Delaware grant	$	12,000	$	10,476	$	10,463
Managed services liabilities		2,591		22,402		31,021
Other		10,993		10,107		10,029
	$	25,584	$	42,985	$	51,513

In March 2012, the Company entered into an agreement with the Delaware Economic Development Authority to provide a grant of $16.5 million to the Company as an incentive to establish a new manufacturing facility in Delaware and to provide employment for full time workers at the facility over a certain period of time. The Company has so far received $12.0 million of the grant which is contingent upon the Company meeting certain milestones related to the construction of the manufacturing facility and the employment of full time workers at the facility through September 30, 2023. In the event that the Company does not meet the milestones, the Company may have to repay the Delaware Economic Development Authority based on recapture provisions defined in the grant agreement. As of June 30, 2017, the Company had accrued $1.5 million in accrued other current liabilities for anticipated short-term recapture provisions and $10.5 million in other long-term liabilities related to this agreement.

The Company has entered into managed services agreements that provide for the payment of property taxes and insurance premiums on behalf of the customer. These obligations are included in each agreement’s contract value and are recorded as short-term or long-term liabilities, based on the estimated payment dates. The long-term managed services liabilities accrued were $2.6 million, $22.4 million and $31.0 million as of December 31, 2015 and 2016, and June 30, 2017, respectively.

F-31

12. Fair Value Measurement

The table below sets forth, by level, the Company’s financial assets that were accounted for at fair value for the respective periods. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands):

	Fair Value Measured at Reporting Date Using
June 30, 2017 (unaudited)	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	34,441	$	—	$	—	$	34,441
Bank loan swap agreement		—		35		—		35
	$	34,441	$	35	$	—	$	34,476
Liabilities
Derivatives
Natural gas fixed price forward contracts	$	—	$	—	$	17,073	$	17,073
Embedded derivative on 6% promissory Notes		—		—		119,051		119,051
Bank loan swap agreement		—		7,194		—		7,194
Stock warrants
Preferred stock warrants		—		—		13,121		13,121
	$	—	$	7,194	$	149,245	$	156,439

	Fair Value Measured at Reporting Date Using
December 31, 2016	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	39,369	$	—	$	—	$	39,369
Bank loan swap agreement		—		24		—		24
	$	39,369	$	24	$	—	$	39,393
Liabilities
Derivatives
Natural gas fixed price forward contracts	$	—	$	—	$	18,585	$	18,585
Embedded derivative on 6% promissory Notes		—		—		115,807		115,807
Bank loan swap agreement		—		6,961		—		6,961
Stock warrants
Preferred stock warrants		—		—		12,885		12,885
	$	—	$	6,961	$	147,277	$	154,238

F-32

	Fair Value Measured at Reporting Date Using
December 31, 2015	Level 1		Level 2		Level 3		Total
Assets
Cash equivalents
Money market funds	$	36,348	$	—	$	—	$	36,348
Bank loan swap agreement		—		10		—		10
	$	36,348	$	10	$	—	$	36,358
Liabilities
Derivatives
Natural gas fixed price forward contracts	$	—	$	—	$	21,725	$	21,725
Embedded derivative on 6% promissory Notes		—		—		64,675		64,675
Bank loan swap agreement		—		6,658		—		6,658
Stock warrants
Preferred stock warrants		—		—		17,027		17,027
	$	—	$	6,658	$	103,427	$	110,085

Money Market Funds

Cash and cash equivalents, which are comprised primarily of money market funds, are classified as Level 1 financial assets because they are valued using quoted market prices for identical securities.

Bank Loan Swap Agreements

The Company enters into interest rate swap agreements to swap variable interest payments on certain debt for fixed interest payments, as required by the lenders. These interest rate swaps are designed as hedging instruments and are recognized as fair value on our consolidated balance sheets. As of June 30, 2017, $1.2 million of the loss on the interest rate swaps accumulated in other comprehensive loss is expected to be reclassified into earnings in the next twelve months.

Natural Gas Fixed Price Forward Contracts

The Company enters into fixed price natural gas forward contracts. For the years ended December 31, 2015 and 2016, and for the six months ended June 30, 2017, the Company marked-to-market the fair value and recorded a loss of $3.6 million, a gain of $3.1 million, and a gain of $1.5 million, respectively, in cost of revenue on the consolidated statement of operations.

Embedded Derivative on 6% Convertible Promissory Notes

On December 15, 2015, the Company issued $160.0 million of 6% Convertible Senior Secured Paid In Kind Notes (6% Notes) that mature in December 2020. In addition, on January 29, 2016 and September 20, 2016, the Company issued $25.0 million and $75.0 million, respectively, of the 6% Notes. The 6% Notes are convertible at the option of the holders at a conversion price per share equal to the lower of $30.91 and 85% of the offering price of the Company’s common stock sold in an initial public offering. The conversion feature was classified within Level 3 because it was valued using the binomial lattice method, which utilizes significant inputs that are unobservable in the market.

Fair value was determined by estimated event dates from December 31, 2017 to June 30, 2019, estimated probabilities of likely events under two scenarios: ITC tax credit renewal or no ITC tax credit renewal at assumed event dates ranging from 10% to 30%, estimated maturity dates on June 1, 2017 or December 1, 2020, estimated volatility of 50% to 60%, estimated common stock prices at estimated event dates ranging from $12 to $38, and risk free discount rates ranging from 1.24% to 1.95%.

F-33

Significant changes in any of those inputs in isolation can result in a significant change in the fair value measurement. Generally, an increase in the market price of the Company’s shares of common stock, an increase in the volatility of the Company’s shares of common stock, and an increase in the remaining term of the conversion feature would each result in a directionally similar change in the estimated fair value of the Company’s derivative liability. Such changes would increase the associated liability while decreases in these assumptions would decrease the associated liability. An increase in the risk-free interest rate or a decrease in the market price of the Company’s shares of common stock would result in a decrease in the estimated fair value measurement and thus a decrease in the associated liability.

Preferred Stock Warrants

Refer to Note 22, Preferred Stock Warrants, for further discussion regarding the Company’s valuation method used to determine the fair value of preferred stock warrants issued to purchase the Company’s preferred stock. Refer to Note 18, Derivative Financial Instruments for further discussion regarding the Company’s valuation method used to determine the fair value of its derivative liabilities.

Changes in the Level 3 financial assets were as follows (in thousands):

	Natural Gas Fixed Price Forward Contracts			Preferred Stock Warrants			Derivative Liability		Total
Balances at December 31, 2014	$	18,080		$	19,626		$	—	$	37,706
Settlement of natural gas fixed price forward contracts		(4,165	)		—			—		(4,165	)
Embedded derivative on notes		—			—			64,675		64,675
Changes in fair value		7,810			(2,599	)		—		5,211
Balances at December 31, 2015	$	21,725		$	17,027		$	64,675	$	103,427
Settlement of natural gas fixed price forward contracts		(4,734	)		—			—		(4,734	)
Embedded derivative on notes		—			—			46,460		46,460
Exercises of preferred stock warrants		—			(3,336	)		—		(3,336	)
Changes in fair value		1,594			(806	)		4,672		5,460
Balances at December 31, 2016	$	18,585		$	12,885		$	115,807	$	147,277
Settlement of natural gas fixed price forward contracts (unaudited)		(2,198	)		—			—		(2,198	)
Embedded derivative on notes (unaudited)		—			—			2,928		2,928
Exercises of preferred stock warrants (unaudited)		—			—			—		—
Changes in fair value (unaudited)		686			236			316		1,238
Balances at June 30, 2017 (unaudited)	$	17,073		$	13,121		$	119,051	$	149,245

Fair Value Disclosure

The carrying values of lines of credit approximated their fair values due to the fact that they were short-term in nature at December 31, 2015 and 2016, and at June 30, 2017, (Level 1). The Company has estimated the fair values of its customer financing receivables, senior secured notes, term loans and the estimated fair value of convertible promissory notes based on rates currently being offered for instruments with similar maturities and terms (Level 3).

F-34

The following table presents the estimated fair values and carrying values of customer receivables and debt instruments (in thousands):

	December 31, 2015				December 31, 2016				June 30, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value		Carrying Value		Fair Value
									(unaudited)
Customer receivables:
Customer financing receivables	$	92,847	$	71,652	$	82,727	$	56,290	$	80,383	$	55,229
Debt instruments:
5.22% senior secured notes	$	119,079	$	115,000	$	105,053	$	108,338	$	96,609	$	100,642
Term loan due September 2028		43,805		35,356		42,839		45,939		42,430		44,907
Term loan due October 2020		27,678		26,750		26,320		27,652		25,934		27,325
6.07% senior secured notes		98,878		90,500		86,574		91,991		85,972		92,933
Term loan due December 2021		57,748		49,125		131,237		131,493		129,580		129,405
Line of credit		1,122		1,122		—		—		—		—
Term loan due November 2020		8,237		8,255		6,557		6,847		5,721		5,981
Term equipment loan due November 2016		1,674		1,664		—		—		—		—
8% convertible promissory notes		208,599		182,558		225,962		248,867		235,075		237,766
6% convertible promissory notes and embedded derivatives		154,622		167,750		299,919		325,776		328,284		336,610
10% secured notes		—		—		—		—		93,897		100,000

13. Power Purchase Agreement Programs

In mid-2010, the Company began offering its Energy Servers through its Bloom Electrons program, financed via investment entities, referred to as power purchase agreements. Under these arrangements, a special purpose entity financed by third-party financing sources purchases the Energy Server from the Company, and the end customer enters into a power purchase agreement (PPA) to purchase the power generated by the Energy Server at a specified rate per kilowatt hour for a specified term, which can range from 10 to 21 years. Similar to sales and leases, the first year warranty and guarantees are included in the price of the product. The special purpose entity also enters into a maintenance services agreement with the Company following the first year of service to extend the warranty services and guarantees over the term of the PPA agreement. The product revenue from PPAs entered into with the Company’s first PPA entity was considered a sales-type lease and the product revenue from that agreement was recognized up front in the same manner as purchase and lease transactions. Substantially all of the Company’s subsequent PPAs have been accounted for as operating leases and the related revenue under those agreements is recognized as electricity revenue as the electricity is produced and paid for by the customer. The Company recognizes the cost of revenue, primarily product costs, over the shorter of the estimated useful life of the Energy Server or the term of the PPA, which ranges from 10 to 21 years.

The Company and third-party investors contribute funds into an investment entity that owns the operating entity that acquires Energy Servers and enters into an arrangement with the Company to operate and service the Energy Servers. The contributed funds are restricted for use by the operating entity to purchase Energy Servers manufactured by the Company in its normal course of operations. Energy Servers purchased by the operating entity from the Company are recorded as property, plant and equipment on the operating entity’s books. In the consolidated financial statements, the sale of Energy Servers by the Company to the operating entity are treated as intercompany transactions, and after the elimination of intercompany balances, the Energy Servers are recorded within property, plant and equipment, at cost, within the consolidated financial statements. The acquisition of Energy Servers by the PPA entities is accounted for as a non-cash reclass from inventory to Energy Servers within property, plant and equipment, net on the Company’s consolidated balance sheets. The operating entity sells the electricity produced to the end customers under PPAs. Cash generated by the electricity sales, as well as from any applicable

F-35

government incentive programs, is used to pay operating expenses (including the operations and maintenance services the Company provides) and to service the non-recourse debt, with the remaining cash flows distributed to the equity investors. Equity investors also receive investment tax credits and accelerated tax depreciation benefits.

The Company has established six different investment entities to date. All six investment entities had utilized their entire available financing capacity and completed its purchase of Energy Servers as of June 30, 2017. Any debt incurred by these entities is non-recourse to the Company. Under PPA structures, the Company and its PPA tax equity investors contribute funds into a limited liability company, which is treated as a partnership for U.S. federal income tax purposes. This entity is the parent entity of a project limited liability company which acquires Energy Servers from the Company for cash payments that are made on a similar schedule as if the project limited liability company were a customer purchasing an Energy Server from the Company outright. The investors make significant upfront cash payments for the purchase of the Energy Servers that the Company records on its consolidated balance sheets within property, plant and equipment. The Company reduces these assets by amounts received by the investors from U.S. Treasury Department grants and the associated incentive rebates. The Company recognizes the incentive rebates and subsequent customer payments as electricity revenue over the customer lease term and amortizes U.S. Treasury Department grants as a reduction to depreciation of the associated Energy Servers over the term of the PPA.

The Company has determined that the PPA entities are variable interest entities (“VIEs”) and it is the primary beneficiary of these VIEs by reference to the power and benefits criterion under ASC 810, Consolidations. The Company has considered the provisions within the contractual agreements, which grant it power to manage and make decisions that affect the operations of these VIEs. The Company considers that the rights granted to the tax equity investors under the contractual agreements are more protective in nature rather than participating.

As the primary beneficiary of these VIEs, the Company consolidates in its financial statements the financial position, results of operations and cash flows of these VIEs, and all intercompany balances and transactions between the Company and these VIEs are eliminated in the consolidated financial statements.

Upon sale or liquidation of a PPA Company, distributions would occur in the order of priority specified in the contractual agreements.

F-36

The table below shows the details of the investment entities from inception to the periods indicated (dollars in thousands):

	PPA I			PPA Company II			PPA Company IIIa			PPA Company IIIb			PPA Company IV			PPA Company V
Maximum size of installation (in megawatts)		25			30			10			6			21			40
Term of power purchase agreements (years)		10			21			15			15			15			15
First system installed		Sep-10			Jun-12			Feb-13			Aug-13			Sep-14			Jun-15
Last system installed		Mar-13			Nov-13			Jun-14			Jun-15			Mar-16			Dec-16
Income (loss) and tax benefits allocation to tax equity investor (%)		99%			99%			99%			99%			90%			99%
Cash allocation to tax equity investor (%)		80%			99%			99%			99%			90%			90%
Income (loss), tax and cash allocations to tax equity investor after the flip date (%)		22%			5%			5%			5%			No flip			No flip
Tax equity investor(1)		Credit Suisse			Credit Suisse			US Bank			US Bank			Exelon Corporation			Exelon Corporation
Put option date(2)		10th anniversary of initial funding date			10th anniversary of initial funding date			1st anniversary of flip point			1st anniversary of flip point			N/A			N/A
Activity as of June 30, 2017 (dollars in thousands) (unaudited):
Installed size (in megawatts) (unaudited)		5			30			10			5			19			37
Company cash contributions (unaudited)	$	180,699		$	22,442		$	32,223		$	22,658		$	11,669		$	27,932
Company non-cash contributions(3) (unaudited)		—			—			8,655			2,082			—			—
Tax equity investor cash contributions (unaudited)		100,000			139,993			36,967			20,152			84,782			227,344
Distributions to tax equity investor(4) (unaudited)		(81,016	)		(111,296	)		(2,951	)		(1,201	)		(2,160	)		(55,327	)
Debt financing (unaudited)		—			144,813			44,968			28,676			99,000			131,237
Debt repayment—principal (unaudited)	$	—		$	(48,203	)	$	(2,539	)	$	(2,742	)	$	(13,028	)	$	(1,656	)
Activity as of December 31, 2016 (dollars in thousands):
Installed size (in megawatts)		5			30			10			5			19			37
Company cash contributions	$	180,699		$	22,442		$	32,223		$	22,658		$	11,669		$	27,932
Company non-cash contributions(3)		—			—			8,655			2,082			—			—
Tax equity investor cash contributions		100,000			139,993			36,967			20,152			84,782			213,692
Distributions to tax equity investor (4)		(81,016	)		(107,336	)		(2,584	)		(1,002	)		(180	)		(50,827	)
Debt financing		—			144,813			44,968			28,676			99,000			131,237
Debt repayment—principal	$	—		$	(39,759	)	$	(2,129	)	$	(2,356	)	$	(12,426	)	$	—
Activity as of December 31, 2015 (dollars in thousands):
Installed size (in megawatts)		23			30			10			5			16			4
Company cash contributions	$	180,699		$	22,442		$	32,223		$	22,658		$	10,111		$	27,932
Company non-cash contributions(3)		—			—			8,655			2,082			—			—
Tax equity investor cash contributions		100,000			139,993			36,967			20,152			70,960			17,653
Distributions to tax equity investor(4)		(81,016	)		(103,864	)		(1,845	)		(598	)		—			(5,001	)
Debt financing		—			144,813			44,968			28,676			99,000			57,748
Debt repayment—principal	$	—		$	(25,734	)	$	(1,163	)	$	(998	)	$	(122	)	$	—

⁽¹⁾  Investor name represents ultimate parent of subsidiary financing the project.

F-37

⁽²⁾  Investor right on the certain date, upon giving the Company advance written notice, to sell the membership interests to the Company or resign or withdraw from the Company.

⁽³⁾  These non-cash contributions to PPA Company IIIa and PPA Company IIIb consisted of warrants that were issued by the Company to respective lenders to each PPA entity, as required by such entity’s credit agreements. The corresponding values are being amortized using the effective interest method over the debt term.

⁽⁴⁾  These distributions to the tax equity investor includes partner related sales lead generation payments made to the tax equity investor related only to PPA Company V, see Note 2, Significant Accounting Policies.

The flip structure exists where the equity income and allocation distributions differ from the capital percentage funded at the formation of the partnership. The change in allocations to tax equity investors occurs based on a specified future date or once the tax equity investor reaches its targeted rate of return. For PPA entities with a specified future date, the flip should occur January 1 of the calendar year immediately following the year that includes the fifth anniversary of the date the last site achieves commercial operation.

The noncontrolling interests in PPA Company II, PPA Company IIIa and PPA Company IIIb are redeemable as a result of the put option held by tax equity investors. The redemption value is the put amount. At December 31, 2015 and 2016, and June 30, 2017, the carrying value of redeemable noncontrolling interests of $62.4 million, $59.3 million and $55.8 million, respectively, exceeded the maximum redemption value.

As of the deployment deadline of December 31, 2016, the Company had delivered 37.1 megawatts of Energy Servers to PPA Company V.

PPA Entities’ Aggregate Assets and Liabilities

Generally, PPA assets can be used to settle only the PPA obligations and PPA creditors do not have recourse to the Company. The aggregate carrying values of the PPA’s assets and liabilities, after eliminations of intercompany transactions and balances, in the consolidated balance sheets were as follows:

	As of December 31,				June 30,
	2015		2016		2017
					(unaudited)
Assets
Current Assets
Cash and cash equivalents	$	8,966	$	13,319	$	12,786
Restricted cash		31,956		5,901		5,824
Accounts receivable		6,382		7,462		7,388
Inventories		93		—		—
Customer financing receivable		5,906		4,841		5,022
Prepaid expenses and other current assets		7,497		8,628		5,830
Total current assets		60,800		40,151		36,850
Property and equipment, net		270,889		462,825		446,334
Customer financing receivable, non-current		86,941		77,886		75,361
Restricted cash		31,923		30,764		30,458
Other long-term assets		6,505		5,669		4,828
Total assets	$	457,058	$	617,295	$	593,831

F-38

	As of December 31,				June 30,
	2015		2016		2017
					(unaudited)
Liabilities
Current liabilities
Accounts payable	$	1,229	$	356	$	483
Accrued other current liabilities		16,944		3,235		2,677
Deferred revenue and customer deposits		313		786		786
Current portion of debt		31,505		19,245		17,178
Total current liabilities		49,991		23,622		21,124
Derivative liabilities		23,375		5,183		5,867
Deferred revenue		4,258		10,267		9,878
Long-term portion of debt		298,898		358,410		350,267
Other long-term liabilities		4,698		644		936
Total liabilities	$	381,220	$	398,126	$	388,072

14. PPA I Decommissioning

During 2015, the Company recorded a reduction in product revenue totaling $41.8 million for the decommissioning of its PPA I Energy Servers.

The Company’s PPA I sales arrangements qualified as sales-type leases and therefore, product revenue was recognized upfront at acceptance and a customer financing receivable was recorded on the balance sheet. The product revenue related to these arrangements was recognized in 2010 through 2012. To date, the Company has incurred significant costs to service and maintain these first and second generation Energy Servers deployed in these arrangements that are still in service, primarily because it has had to frequently replace expensive components within these systems. The Company’s new generation Energy Servers being deployed have longer lives with lower service and maintenance costs than the earlier generation Energy Servers. Each of PPA I’s power purchase agreements with its customers has a 10 year contract term, with the last service site not ending until 2021. In an effort to minimize the financial effect of these service costs in future periods from these legacy systems, in December 2015, the Company initiated a PPA I fleet decommissioning program, in agreement with its tax equity investor whereby it would seek to renegotiate its existing PPA arrangements and purchase the tax equity investor’s interest in PPA I. In January 2016, the Company issued an additional $25.0 million of the Company’s 6% Notes for the purchase of such tax equity investor’s interest. The issuance was recorded as a reduction in the Company’s Stockholders’ Deficit at the net fair value of the notes. The difference between the fair value of the notes and the noncontrolling interest reduction has been recognized in stockholders’ equity in the first quarter of 2016, in accordance with ASC 810-10-45-23. ASC 810-10-45-23 states that changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary shall be accounted for as equity transactions and no gain or loss shall be recognized in consolidated net income or comprehensive income. The Company’s purchase of the tax equity investor’s interest in PPA I resulted in a change in the Company’s ownership interest in PPA I while the Company continued to hold the controlling financial interest in PPA I. Accordingly, the difference between the fair value of the notes, issued to purchase the tax equity investor’s interest in PPA I, and the noncontrolling interest reduction has been recognized in stockholders’ equity. Since the decommissioning impacts existing customers, the Company has and will continue to convert these existing customers from a PPA I sales arrangement to either a new Bloom Electrons agreement or another lease arrangement and will install a newer generation Energy Server. Since the underlying assets under the arrangement are being replaced (i.e., new generation Energy Servers will be installed in place of the decommissioned older generation Energy Servers), the decommissioning of Energy Servers under the program does not constitute a lease modification, and has been accounted for as a lease termination. Through December 31, 2016, the Company has replaced 168 Energy Servers with new generation Energy Servers sold as part of a new sales arrangement. As the original sale was recognized as product revenue

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upfront under the assumption that the lease payments were non-cancellable, the Company recorded the related decommissioning charge as a reduction in product revenue on the consolidated statement of operations, including a related asset impairment charge of $31.8 million related to the customer financing receivable, in accordance with the guidance on the accounting for impairment of financing receivables within ASC 310, Receivables. The amount of impairment is based on the remaining estimated amount of receivable that the Company expects to collect under the PPA I arrangements until the planned dates of decommissioning of systems at customers’ sites, and the estimated output levels of these systems based on their current output levels.

Additionally, the Company’s policy is that cash grants received under the American Recovery and Reinvestment Act of 2009 (ARRA) are treated as revenue when received. In accordance with the guidance on accounting for loss contingencies under ASC, Contingencies, charges for estimated future cash expenditures were recorded in December 2015 for the estimated loss of $10.0 million related to estimated reimbursements of such cash grants received due to certain recapture provisions under the grant program. As the amount previously received under the grant program was recognized as product revenue, the Company recorded the related loss as a reduction in product revenue on the consolidated statements of operations. The estimated amount of the reimbursement is based on the planned dates of decommissioning of the systems which determine the proportionate amount of grant recapture based on the date of installation of the system and the date of its decommissioning. The decommissioning program was completed as of December 31, 2016. In 2016, the Company recorded a $1.7 million reduction in its estimate of recapture refunds and paid all remaining liabilities totaling $8.3 million in recapture refunds.

15. Customer Financing Leases, Receivable

Net Investment in Sales-Type Financing Leases

The components of investment in sales-type financing leases consisted of the following (in thousands):

	Years Ended December 31,						June 30,
	2015			2016			2017
							(unaudited)
Total minimum lease payments to be received	$	141,348		$	117,734		$	113,653
Less: Amounts representing estimated executing costs		(43,066	)		(30,454	)		(29,134	)
Net present value of minimum lease payments to be received		98,282			87,280			84,519
Estimated residual value of leased assets		1,250			1,050			1,050
Less: Unearned income		(6,685	)		(5,603	)		(5,186	)
Net investment in sales-type financing leases		92,847			82,727			80,383
Less: Current portion		(5,906	)		(4,841	)		(5,022	)
Non-current portion of investment in sales-type financing leases	$	86,941		$	77,886		$	75,361

The future scheduled customer payments from sales-type financing leases were as follows (in thousands) as of June 30, 2017:

	December 31,
	(unaudited)
	2017		2018		2019		2020		2021		Beyond 2021
Future minimum lease payments, less interest	$	2,497	$	5,209	$	5,594	$	6,022	$	6,415	$	53,595

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16. Income Taxes

The following table presents domestic and foreign components of income (loss) before income taxes for the periods presented (in thousands):

	Years Ended December 31,						June 30,
	2015			2016			2017
							(unaudited)
United States	$	(346,488	)	$	(337,449	)	$	(131,064	)
Foreign		1,514			1,862			1,462
Total	$	(344,974	)	$	(335,587	)	$	(129,602	)

The income tax expense is composed of the following (in thousands):

	Years Ended December 31,						June 30,
	2015			2016			2017
							(unaudited)
Current
Federal	$	—		$	—		$	—
State		41			42			37
Foreign		719			702			405
Total current	$	760		$	744		$	442
Deferred
Federal	$	—		$	—		$	—
State		—			—			—
Foreign		(53	)		(15	)		—
Total deferred		(53	)		(15	)		—
Total income tax expense	$	707		$	729		$	442

The reconciliation of the Company’s effective taxes to the statutory federal income taxes is as follows (in thousands):

	Years Ended December 31,
	2015			2016
Tax at federal statutory rate	$	(117,291	)	$	(114,100	)
State taxes, net of federal effect		41			42
Impact on noncontrolling interest		1,591			19,264
Non-US tax effect		152			54
Nondeductible expenses		3,807			4,426
Stock-based compensation		2,892			4,243
Change in valuation allowance		109,515			86,800
Provision for income taxes	$	707		$	729

For the year ended December 31, 2016, the Company recorded an expense for income taxes of $0.7 million on a pre-tax loss of $335.6 million, for an effective tax rate of (0.2)%. For the year ended December 31, 2015, the Company recorded an expense for income taxes of $0.7 million on a pre-tax loss of $345.0 million, for an effective tax rate of (0.2)%. The effective tax rate for both 2015 and 2016 is lower than the statutory federal tax rate primarily due to a full valuation allowance against U.S. deferred tax assets.

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Significant components of the Company’s deferred tax assets consist of the following (in thousands):

	December 31,
	2015			2016
Tax credits and NOLs	$	554,683		$	586,798
Depreciation and amortization		4,683			17,881
Deferred revenue		8,567			39,760
Accruals and reserves		27,379			24,369
Stock-based compensation		14,644			20,901
Derivative liability		24,885			37,356
Other items		9,406			22,937
Gross deferred tax assets		644,247			750,002
Valuation allowance		(596,007	)		(683,739	)
Net deferred tax assets		48,240			66,263
Investment in PPA entities		(22,760	)		(39,938	)
Debt issuance cost		(24,711	)		(25,622	)
Gross deferred tax liabilities		(47,471	)		(65,560	)
Net deferred tax asset	$	769		$	703

Income taxes are recorded using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income (or loss) in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, is not more-likely-than-not to be realized. Management believes that, based on available evidences, both positive and negative, it is more likely than not that the U.S. deferred tax assets will not be utilized, such that a full valuation allowance has been recorded.

The valuation allowance for deferred tax assets was $596.0 million and $683.7 million as of December 31, 2015 and 2016, respectively. The net change in the total valuation allowance for the years ended December 31, 2015 and December 31, 2016 was an increase of $105.0 million and $87.7 million, respectively. There were no releases from the valuation allowance in either period.

At December 31, 2016, the Company had federal and state net operating loss carryforwards of $1.5 billion and $1.4 billion, respectively, which will expire, if unused, beginning in 2022 and 2017, respectively. At December 31, 2016, the Company has federal and state net operating loss carryforwards of $11.0 million and $13.4 million, respectively, associated with windfall tax benefits that will be recorded as additional paid-in capital if realized. In addition, the Company had approximately $14.9 million of federal research credit, $6.6 million of federal investment tax credit, and $12.2 million of state research credit carryforwards. The federal tax credit carryforwards begin to expire in 2022. The state credit carryforwards may be carried forward indefinitely. The Company has not reflected deferred tax assets for the federal and state research credit carryforwards as the entire amount of the carryforwards represent unrecognized tax benefits.

Internal Revenue Code Section 382 (“Section 382”) limits the use of net operating loss and tax credit carryforwards in certain situations in which changes occur in the capital stock ownership of the Company. Any annual limitation may result in the expiration of net operating losses and credits before utilization. If the Company should have an ownership change, as defined by the tax law, utilization of the net operating loss and carryforwards could be significantly reduced. The Company completed a Section 382 analysis through December 31, 2015. Based on this analysis, Section 382 limitations will not have a material impact

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on the Company’s net operating loss and credit carryforwards related to any ownership changes which occurred during the period covered by the analysis.

The Company has not provided for U.S. federal income and foreign withholding taxes on non-U.S. subsidiaries’ undistributed earnings as of December 31, 2016, because such earnings are intended to be indefinitely reinvested in the operations related to the Company’s international operations. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income taxes, subject to an adjustment for foreign tax credits. Undistributed earnings are immaterial to date.

During the year ended December 31, 2016, the amount of uncertain tax positions increased by $1.0 million. The Company has not recorded any uncertain tax liabilities associated with its tax positions.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits were as follows (in thousands):

	December 31,
	2015		2016
Unrecognized tax benefits beginning balance	$	25,496	$	26,165
Gross decrease for tax positions of prior year		—		—
Gross increase for tax positions of current year		669		971
Unrecognized tax benefits end balance	$	26,165	$	27,136

If fully recognized in the future, there would be no impact to the effective tax rate, and $22.0 million would result in adjustments to the valuation allowance. The Company does not have any tax positions that are expected to significantly increase or decrease within the next 12 months.

Interest and penalties, to the extent there are any, are included in income tax expense and there was no interest or penalties accrued during or for the years ended December 31, 2015 and 2016.

The Company is subject to taxation in the United States and various states and foreign jurisdictions. With the exception of the PPA I entity, the Company currently does not have any tax examinations in progress nor has it had any tax examinations since its inception. All of the Company’s tax years will remain open for examination by federal and state authorities for three and four years from the date of utilization of any net operating losses and tax credits. PPA I had a federal tax audit for the years ended December 31, 2010 through 2012, and as such, these years remain open for examination by state authorities only.

17. Commitments and Contingencies

Indemnification Agreements

The Company enters into standard indemnification agreements with its customers and certain other business partners in the ordinary course of business. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

Leases

The Company leases its facilities, office buildings and equipment under operating leases that expire at various dates through December 2020. The Company’s headquarters are used for corporate administration, research and development, sales and marketing, and manufacturing and currently occupy approximately 31,000 square feet of office space in Sunnyvale, California under lease through February 2018. Rent expense for all office facilities was $5.9 million and $5.6 million during the years ended December 31, 2015 and 2016, respectively, and $2.9 million for the six months ended June 30, 2017.

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Beginning in December 2015, the Company is a party to master lease agreements that provide for the sale of Energy Servers to third parties and the simultaneous leaseback of the systems, which the Company then subleases to its customers. The lease agreements expire on various dates through 2025 and there was no rent expense during the years ended December 31, 2015 and 2016 and the six months ended June 30, 2017.

At June 30, 2017, future minimum lease payments under operating leases were as follows (in thousands) (unaudited):

2017	$	12,915
2018		25,555
2019		23,895
2020		23,865
2021		22,537
Thereafter		110,803
	$	219,570

At December 31, 2016, future minimum lease payments under operating leases were as follows (in thousands):

2017	$	19,550
2018		19,205
2019		17,411
2020		17,244
2021		15,770
Thereafter		74,665
	$	163,845

Purchase Commitments with Suppliers and Contract Manufacturers

In order to reduce manufacturing lead-times and ensure an adequate supply of inventories, the Company has agreements with its component suppliers and contract manufacturers to allow them to procure long lead-time component inventory based on a rolling production forecast. The Company is contractually obligated to purchase long lead-time component inventory procured by certain manufacturers in accordance with its forecasts. The Company can generally give notice of order cancellation at least 90 days prior to the delivery date. However, the Company issues purchase orders to its component suppliers and third-party manufacturers that may not be cancellable. As of June 30, 2017, the Company had no material open purchase orders with its component suppliers and third-party manufacturers that are not cancellable.

Power Purchase Agreement Program

Under the terms of the Bloom Electrons program (Refer to Note 13, Power Purchase Agreement Programs), customers agree to purchase power from the Company’s Energy Servers at negotiated rates, generally for periods of up to twenty one years. The Company is responsible for all operating costs necessary to maintain, monitor and repair the Energy Servers, sometimes including fuel necessary to operate the systems.

The PPA entities guarantee the performance of Energy Servers at certain levels of output and efficiency to its customers over the contractual term. The PPA entities monitor the need for any accruals arising from such guarantees, which are calculated as the difference between committed and actual power output or between natural gas consumption at warranted efficiency levels and actual consumption, multiplied by the contractual rates with the customer. Amounts payable under these guarantees are accrued in periods when the guarantees are not met and recorded in cost of service revenue in the consolidated statements of

F-44

operations. The PPA entities did not have any such payments or liabilities during the years ended December 31, 2015 and 2016, and the six months ended June 30, 2017.

The related fuel supply contracts are carried at fair value. Should actual results differ from the Company’s estimates, the Company’s results of operations could be negatively impacted.

Legal Matters

From time to time, the Company is involved in disputes, claims, litigation, investigations, proceedings and/or other legal actions, consisting of commercial, securities, and employment matters that arise in the ordinary course of business. The Company reviews all legal matters at least quarterly and assesses whether an accrual for loss contingencies needs to be recorded. The assessment reflects the impact of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular situation. The Company records an accrual for loss contingencies when management believes that it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal matters are subject to uncertainties and are inherently unpredictable, so the actual liability in any such matters may be materially different from the Company’s estimates. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on the Company’s consolidated financial condition, results of operations or cash flows for the period in which the resolution occurs or on future periods.

During the year ended December 31, 2013, the Company recorded $16.7 million in charges related to disputes with a securities placement agent, who is also an investor and who had executed a related agency agreement in early 2009. The disputes were resolved in early 2014. The settlement was settled via the issuance of 200,000 convertible redeemable preferred Series G, 400,000 warrants to purchase convertible redeemable preferred Series G, and 50,000 warrants to purchase common shares, in addition to 200,000 common shares that will be issued six months after the effective date of an initial public offering. The related charges were recorded in general and administrative expenses within the consolidated statement of operations. As part of the settlement, in June 2014, the Company extended a $5.0 million non-recourse loan to the principals of the securities placement agent. The loan is payable to the Company over a term of five years bearing an interest rate of 1.81% per year, compounding annually, secured by the warrants discussed above.

18. Derivative Financial Instruments

On July 9, 2010, the Company entered into three derivative natural gas call option contracts to fix the price of natural gas at strike prices of $6.90, $7.22 and $5.80 per Million Metric British Thermal Units (MMBtu) against the midpoint price at certain public utility companies. The call option contracts expire beginning in 2016 and ending in 2022. MMBtu is a traditional unit of energy used to describe the heat value (energy content) of fuels. In exchange for fixing the price of natural gas, the Company paid Credit Suisse a premium of $10.0 million based on the number of MMBtu per transaction. The derivatives were set up to settle in monthly natural gas requirements and were based on the difference between the average commodity reference prices and the contracted fixed price for each location.

The natural gas call options and fixed price forward contracts are used as part of the Company’s program to manage the risk for controlling the overall cost of natural gas by the Company. These natural gas fixed price derivative contracts meet the definition of a derivative; however the Company has not elected to designate these contracts as a hedge and accordingly, any changes in their fair value go through cost of revenue in the consolidated statements of operations. The fair value of these contracts is determined using forward interest rates and combination of factors including spot and future natural gas prices. During the year ended December 31, 2010, the Company marked-to-market the fair value of its investments in natural gas call options and recorded a loss of $4.7 million in cost of revenue on the consolidated statement of operations.

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On September 1, 2011, the Company novated all three of its natural gas call option contracts for fixed price physical delivery forward contracts for natural gas, and as part of this transaction, the Company received $10.0 million in cash for its natural gas call option contracts. The gain of $4.9 million resulting from the novation of the contracts was recorded in cost of revenue on the consolidated statement of operations.

For the years ended December 31, 2015 and 2016 and the six months ended June 30, 2017 the Company marked-to-market the fair value of its fixed price natural gas forward contract and recorded a loss of $3.6 million, a gain of $3.1 million and a gain of $1.5 million, respectively, in cost of revenue on the consolidated statement of operations.

The following table provides the fair value of the Company’s natural gas fixed price contracts:

	As of December 31,								As of June 30,
	2015				2016				2017
	Number of Contracts (MMBTU) (2)		Fair Value		Number of Contracts (MMBTU) (2)		Fair Value		Number of Contracts (MMBTU)(2)		Fair Value
									(unaudited)
Liabilities (1)
Natural gas fixed price forward contracts (not under hedging relationships)		6,700	$	21,725		5,503	$	18,585		4,923	$	17,073

⁽¹⁾  Recorded in other current liabilities and derivative liabilities in the consolidated balance sheets.

⁽²⁾  One MMBTU is a traditional unit of energy used to describe the heat value (energy content) of fuels.

In September 2013, PPA Company IIIb entered into an interest rate swap arrangement to convert a variable interest rate on debt to a fixed rate. The Company designated and documented its interest rate swap arrangement as a cash flow hedge. The swap’s term ends on October 1, 2020 concurrent with the final maturity of the debt floating interest rates reset on a quarterly basis. The Company evaluates and calculates the effectiveness of the hedge at each reporting date. The effective change was recorded in accumulated other comprehensive loss and was recognized as interest expense on settlement. The notional amounts of the swap were $27.7 million, $26.3 million, and $25.9 million as of December 31, 2015 and 2016, and as of June 30, 2017, respectively. By entering into the swap, the Company minimizes the impact of fluctuations from interest rate changes on its outstanding debt where LIBOR is applied. The Company measures the swap at fair value on a recurring basis. Fair value is determined by discounting future cash flows using LIBOR rates with appropriate adjustment for credit risk. The Company recorded a loss of $183,000 and a loss of $57,000 during the years ended December 31, 2015 and 2016, respectively, due to the change in swap’s fair value included in other expense, net in the consolidated statement of operations. The Company recorded a loss of $12,000 and a loss of $30,000 during the six months ended June 30, 2016 and 2017, respectively, due to the change in swap’s fair value included in other expense, net in the consolidated statement of operations.

In July 2015, PPA Company V entered into nine interest rate swap agreements to convert its floating-rate loan into a fixed-rate loan. The loss on the swaps prior to designation was recorded in current-period earnings. In July 2015, the Company designated and documented its interest rate swap arrangements as cash flow hedges. Three of these swaps matured in 2016, three will mature on December 21, 2021 and the remaining three will mature on June 30, 2031. The Company evaluates and calculates the effectiveness of the hedge at each reporting date. The effective change was recorded in accumulated other comprehensive loss and was recognized as interest expense on settlement. The notional amounts of the swaps were $253.6 million, $189.9 million and $189.6 million as of December 31, 2015 and 2016, and June 30, 2017, respectively. By entering into the swaps, the Company minimizes the impact of fluctuations from interest rate changes on its outstanding loan where LIBOR is applied. The Company measures the swaps at fair value on a recurring basis. Fair value is determined by discounting future cash flows using LIBOR rates with appropriate adjustment for credit risk. The company recorded a loss of $1.4 million and a gain of

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$72,000 during the years ended December 31, 2015 and 2016, respectively, due to the change in swaps’ fair value included in other expense, net in the consolidated statement of operations. Amounts of hedge ineffectiveness were immaterial for the years ended December 31, 2015 and 2016, respectively. The Company recorded a loss of $40,000 and a gain of $53,000 due to the change in valuation during the six months ended June 30, 2016 and 2017.

The fair value of the derivatives as of December 31, 2015, 2016 and as of June 30, 2017 were as follows:

	December 31,				Six Months Ended
	2015		2016		June 30, 2017
					(unaudited)
Derivatives designated as hedging instruments
Other long-term assets	$	10	$	24	$	35
Total assets	$	10	$	24	$	35
Interest rate swap
Accrued other current liabilities	$	474	$	1,778	$	1,327
Derivative liabilities		6,184		5,183		5,867
Total liabilities	$	6,658	$	6,961	$	7,194

The changes in fair value of the derivative contracts designated as cash flow hedges and the amounts recognized in accumulated other comprehensive loss and in earnings for the years ended December 31, 2015 and 2016, and in the period ended June 30, 2017 were as follows:

Balances at December 31, 2014	$	1,402
Loss recognized in other comprehensive loss		4,438
Amounts reclassified from other comprehensive loss to earnings		(457	)
Net loss recognized in other comprehensive loss		3,981
Loss recognized in earnings		1,265
Balances at December 31, 2015	$	6,648
Loss recognized in other comprehensive loss		1,038
Amounts reclassified from other comprehensive loss to earnings		(620	)
Net loss recognized in other comprehensive loss		418
Gain recognized in earnings		(129	)
Balances at December 31, 2016	$	6,937
Loss recognized in other comprehensive loss (unaudited)		1,190
Amounts reclassified from other comprehensive loss to earnings (unaudited)		(886	)
Net loss recognized in other comprehensive loss (unaudited)		304
Gain recognized in earnings (unaudited)		(82	)
Balances at June 30, 2017 (unaudited)	$	7,159

On December 15, 2015, January 29, 2016, and September 10, 2016, the Company issued $160.0 million, $25.0 million, and $75.0 million, respectively, of 6% Convertible Senior Secured PIK Notes that mature in December 2020. The 6% Notes are convertible at the option of the holders at a conversion price per share equal to the lower of $30.91 and 85% of the offering price of the Company’s common stock sold in an initial public offering. The valuation of this embedded put feature is recorded as a derivative liability in the consolidated balance sheet. The notes were initially recorded net of a discount of $6.3 million and the fair value of the embedded derivatives within the notes was $115.8 million. Fair value was determined using the binomial lattice method. The debt discount is being amortized through interest expense on the consolidated statements of operations over an accelerated three year amortization period based on when the

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notes become puttable. The Company measures the fair value of the derivatives at each reporting date and there was no material gain or loss recorded due to the change in valuation at December 31, 2015. The Company recorded a loss of $4.6 million and a loss of $0.3 million, due to the change in valuation, for the year ended December 31, 2016 and for the six months ended June 30, 2017, respectively.

19. Bank Loans and Security Agreements

The following is a summary of the Company’s debt as of June 30, 2017 (in thousands) (unaudited):

	Unpaid Principal Balance		Net Carrying Value						Unused Borrowing Capacity		Interest Rate	Maturity Dates	Entity		Recourse
			Current		Long- Term		Total
5.22% senior secured notes	$	96,609	$	11,097	$	83,774	$	94,871	$	—	5.2%	March 2025		PPA II		No
Term loan		42,430		1,129		35,940		37,069		—	7.5%	September 2028		PPA IIIa		No
Term loan		25,934		781		23,698		24,479		—	LIBOR plus margin	October 2020		PPA IIIb		No
6.07% senior secured notes		85,972		1,554		83,070		84,624		—	6.1%	March 2030		PPA IV		No
Term loan		129,580		2,618		123,785		126,403		—	LIBOR plus margin	December 2021		PPA V		No
Letters of Credit		—		—		—		—		6,439	LIBOR plus margin	December 2021		PPA V		No
Total non-recourse debt		380,525		17,179		350,267		367,446		6,439
Term loan		5,857		1,692		4,029		5,721		—	LIBOR plus margin	November 2020		Company		Yes
8% convertible promissory notes		235,075		40,795		194,280		235,075		—	8.0%	June 2018 & December 2018		Company		Yes
5%/6% convertible promissory notes		277,643		—		209,233		209,233		—	5%/6%	December 2020		Company		Yes
10% secured notes		100,000		—		93,897		93,897		—	10.0%	July 2019 & June 2024		Company		Yes
Total recourse debt		618,575		42,487		501,439		543,926		—
Total debt	$	999,100	$	59,666	$	851,706	$	911,372	$	6,439

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The following is a summary of the Company’s debt as of December 31, 2016 (in thousands):

	Unpaid Principal Balance		Net Carrying Value						Unused Borrowing Capacity		Interest Rate	Maturity Dates	Entity		Recourse
			Current		Long- Term		Total
5.22% senior secured notes	$	105,053	$	13,967	$	89,118	$	103,085	$	—	5.2%	March 2025		PPA II		No
Term loan		42,839		912		36,189		37,101		—	7.5%	September 2028		PPA IIIa		No
Term loan		26,320		721		23,923		24,644		—	LIBOR plus margin	October 2020		PPA IIIb		No
6.07% senior secured notes		86,574		1,271		83,878		85,149		—	6.1%	March 2030		PPA IV		No
Term loan		131,237		2,374		125,303		127,677		—	LIBOR plus margin	December 2021		PPA V		No
Letters of credit		—		—		—		—		6,439	LIBOR plus margin	December 2021		PPA V		No
Total non-recourse debt		392,023		19,245		358,411		377,656		6,439
Term loan		6,714		1,694		4,863		6,557		—	LIBOR plus margin	November 2020		Company		Yes
8% convertible promissory notes		225,962		—		225,962		225,962		—	8.0%	June 2018 & December 2018		Company		Yes
6% convertible promissory notes		270,794		—		184,111		184,111		—	6.0%	December 2020		Company		Yes
Total recourse debt		503,470		1,694		414,936		416,630		—
Total debt	$	895,493	$	20,939	$	773,347	$	794,286	$	6,439

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The following is a summary of the Company’s debt as of December 31, 2015 (in thousands):

	Unpaid Principal Balance		Net Carrying Value						Unused Borrowing Capacity		Interest Rate	Maturity Dates	Entity		Recourse
			Current		Long- Term		Total
5.22% senior secured notes	$	119,079	$	14,026	$	102,507	$	116,533	$	—	5.2%	March 2025		PPA II		No
Term loan		43,805		966		36,335		37,301		—	7.5%	September 2028		PPA IIIa		No
Term loan		27,678		1,358		24,189		25,547		—	LIBOR plus margin	October 2020		PPA IIIb		No
6.07% senior secured notes		98,878		15,155		82,135		97,290		—	6.1%	March 2030		PPA IV		No
Term loan		57,748		—		53,732		53,732		73,489	LIBOR plus margin	December 2021		PPA V		No
Letters of credit		—		—		—		—		6,439	LIBOR plus margin	December 2021		PPA V		No
Total non-recourse debt		347,188		31,505		298,898		330,403		79,928
Line of credit		1,122		1,122		—		1,122		—	2.7%	July 2016		Company		Yes
Term loan		8,237		1,706		6,530		8,236		—	LIBOR plus margin	November 2020		Company		Yes
Term equipment loan		1,674		1,674		—		1,674		—	LIBOR plus margin	November 2016		Company		Yes
8% convertible promissory notes		208,599		—		208,599		208,599		—	8.0%	June 2018 & December 2018		Company		Yes
6% convertible promissory notes		160,000		—		89,948		89,948		—	6.0%	December 2020		Company		Yes
Total recourse debt		379,632		4,502		305,077		309,579		—
Total debt	$	726,820	$	36,007	$	603,975	$	639,982	$	79,928

Recourse debt refers to debt that is recourse to the Company’s general assets. Non-recourse debt refers to debt that is recourse to only specified assets or subsidiaries of the Company. The differences between the unpaid principal balances and the net carrying values are due to debt discounts and deferred financing costs. The Company was in compliance with all financial covenants as of December 31, 2015, December 31, 2016 and June 30, 2017. The Company’s debt is described further below.

Non-recourse Debt Facilities

5.22% Senior Secured Notes

In March 2013, PPA Company II refinanced its existing debt by issuing 5.22% Senior Secured Notes (PPA II Notes) due March 30, 2025. The total amount of the loan proceeds was $144.8 million, including

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$28.8 million to repay outstanding principal of existing debt, $21.7 million for debt service reserves and transaction costs, and $94.3 million to fund the remaining system purchases. The loan is a fixed rate term loan that bears an annual interest rate of 5.22% payable quarterly. The loan has a fixed amortization schedule of the principal, payable quarterly, which began March 30, 2014 that requires repayment in full by March 30, 2025. The Note Purchase Agreement requires the Company to maintain a debt service reserve, the balance of which was $11.2 million, $11.3 million and $11.2 million as of December 31, 2015 and 2016, and June 30, 2017, respectively, and was included as part of long-term restricted cash in the consolidated balance sheets. The PPA II Notes are secured by all the assets of PPA II. The Company was in compliance with all financial covenants as of December 31, 2016 and June 30, 2017.

Term Loan due September 2028

In December 2012 and later amended in August 2013, PPA IIIa entered into a $46.8 million credit agreement to help fund the purchase and installation of Bloom Energy Servers. The loan bears a fixed interest rate of 7.5% payable quarterly. The loan requires quarterly principal payments which began in March 2014. The credit agreement requires the Company to maintain a debt service reserve for all funded systems, the balance of which was $3.6 million, $3.6 million and $3.6 million as of December 31, 2015 and 2016, and June 30, 2017, respectively, and was included as part of long-term restricted cash in the consolidated balance sheets. The loan is secured by all assets of PPA IIIa. The Company was in compliance with all financial covenants as of December 31, 2016 and June 30, 2017.

Term Loan due October 2020

In September 2013, PPA IIIb entered into a credit agreement to help fund the purchase and installation of Bloom Energy Servers. In accordance with that agreement, PPA IIIb issued floating rate debt based on LIBOR plus a margin of 5.2%, paid quarterly. The aggregate amount of the debt facility is $32.5 million. The credit agreement requires the Company to maintain a debt service reserve for all funded systems, the balance of which was $1.7 million as of December 31, 2015 and 2016, and June 30, 2017, respectively, and was included as part of long-term restricted cash in the consolidated balance sheets. The loan is secured by all assets of PPA IIIb and requires quarterly principal payments starting in July 2014. The Company was in compliance with all financial covenants as of December 31, 2016 and June 30, 2017.

In connection with the floating-rate credit agreement, in September 2013, PPA IIIb entered into pay-fixed, receive-float interest rate swap agreement to convert its floating-rate loan into a fixed-rate loan.

6.07% Senior Secured Notes

In July 2014, PPA IV issued senior secured notes (PPA IV Notes) amounting to $99.0 million to third parties to help fund the purchase and installation of Bloom Energy Servers. The PPA IV Notes bear a fixed interest rate of 6.07% payable quarterly. The principal amount of the PPA IV Notes is payable quarterly starting in December 2015 and ending in March 2030. In March 2015, the Note Purchase Agreement was amended to extend the date certain to March 31, 2016. As of December 31, 2015, PPA IV had estimated it would only reach a system capacity of 18.95 megawatts and therefore anticipated a prepayment of the notes in the amount of $14.6 million would be required. The anticipated prepayment was classified as part of short-term debt in the consolidated balance sheets. As of December 31, 2016, PPA IV reached a system capacity of 19.25 megawatts and was required to make a prepayment of the notes in the amount of $11.7 million in April 2016. The Note Purchase Agreement requires the Company to maintain a debt service reserve, the balance of which was $6.9 million, $6.5 million and $6.7 million, as of December 31, 2015 and 2016, and June 30, 2017, respectively, and was included as part of long-term restricted cash in the consolidated balance sheets. The PPA IV Notes are secured by all the assets of the PPA IV. The Company was in compliance with all financial covenants as of December 31, 2016 and June 30, 2017.

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Term Loan due December 2021 and Letters of Credit due December 2021

In June 2015, PPA V entered into a $131.2 million credit agreement to fund the purchase and installation of Bloom Energy Servers. The lenders are a group of five financial institutions. In addition, the lenders further have commitments to the Letter of Credit (LC) facility with the aggregate principal amount of $6.4 million. The LC facility is to fund the Debt Service Reserve Account. The loan was initially advanced as a construction loan during the development of the PPA V Project, and converted into a term loan on February 28, 2017 (“Term Conversion Date”). In accordance with the credit agreement, PPA V was issued a floating rate debt based on LIBOR plus a margin, paid quarterly. The applicable margins used for calculating interest expense are 2.25% for years 1-3 following the Term Conversion Date and 2.5% thereafter. For the Lenders’ commitments to the loan, and the commitments to the LC loan, the PPA V also pays commitment fees at 0.50% per annum over the outstanding commitments, paid quarterly. The loan is secured by all the assets of the PPA V and requires quarterly principal payments beginning in March 2017. The Company was in compliance with all financial covenants as of December 31, 2016 and June 30, 2017.

In connection with the floating-rate credit agreement, in July 2015, PPA V entered into pay-fixed, receive-float interest rate swap agreements to convert its floating-rate loan into a fixed-rate loan.

Production insurance policies are in place to protect lenders of PPA IIIb, PPA IV and PPA V in the event that cash flows are insufficient to meet debt service obligations due to Energy Server underperformance. Amounts paid for production insurance are recorded in prepaid and other current assets and in other long-term assets in the consolidated balance sheets and are amortized over the expected terms of the loans.

Recourse Debt Facilities

Line of Credit

On December 31, 2012, the Company entered into a $5.0 million equipment line of credit with a financial institution. At December 31, 2012, the Company utilized the entire $5.0 million of the equipment line of credit with terms of 42 months, payable monthly, at an annual rate equal to 2.70% which matures in July 2016. As of December 31, 2015, the debt outstanding was $1.12 million. On July 1, 2016, the Company paid the remaining balance of $0.5 million. The Company was in compliance with all covenants as of December 31, 2016 and June 30, 2017.

Term Loan due November 2020

On May 22, 2013, the Company entered into a $12.0 million financing agreement with a financial institution. The loan has a term of 90 months, payable monthly at a variable rate equal to one-month LIBOR plus the applicable margin. As of December 31, 2016 and June 30, 2017, the debt outstanding was $6.6 million and $5.7 million, respectively. The Company was in compliance with all covenants as of December 31, 2016 and June 30, 2017.

Term Equipment Loan due November 2016

On May 22, 2013, the Company entered into a $5.0 million equipment loan with a financial institution. During 2013, the Company utilized $5.0 million of the equipment loan with terms of 39 months, payable monthly at a variable rate equal to one-month LIBOR plus the applicable margin. The final payment of principal and interest was made on November 1, 2016 upon the maturity date. The Company was in compliance with all covenants as of December 31, 2016 and June 30, 2017.

8% Convertible Promissory Notes

In December 2014, the Company entered into a three year $132.2 million convertible promissory note agreements with certain investors, including $10.0 million each from three related parties. The related

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parties consisted of Independent Board Members of the Company from Alberta Investment Management Corporation, KPCB Holdings, Inc. and New Enterprise Associates. The principal balances and interest accrued were originally due upon maturity in December 2017, but on June 11, 2017, the notes were amended to mature on December 2018.

As part of the December 2014, convertible promissory note agreements with certain investors, the Company entered into two more promissory note agreements in January and February 2015 for an additional $34.0 million. In June 2015 the Company entered into an additional promissory note agreement for $27.0 million. The principal and interest accrued of the June 2015 note are due upon maturity in June 2018. The total principal amount of the promissory notes issued is $193.2 million as of December 31, 2016 and June 30, 2017, respectively. The loans, which bear a fixed interest rate of 8.0%, compounded monthly, are due at maturity or at the election of the investor, the accrued interest would be due in December of each year. As of December 31, 2016 and June 30, 2017, the total amount outstanding was $226.0 million and $235.1 million, respectively, including accrued interest. At the election of the investor, the accrued interest can be paid in December of each year. Investors have the right to convert the unpaid principal and accrued interest to Series G convertible preferred stock at any time at the price of $25.76. If an initial public offering occurs prior to the payment in full, the outstanding principal and accrued interest will mandatorily convert into Series G convertible preferred stock. The principal balances and interest accrued were originally due upon maturity in December 2017, but on June 11, 2017, was amended to mature on December 2018. The Company was in compliance with all covenants as of December 31, 2016 and June 30, 2017. As the Company had the intent and ability to extend the maturity of the debt from December 2017 to December 2018, as evidenced by the completion of the amendment of the debt terms in June 2017, $195.5 million of the debt was classified as noncurrent as of December 31, 2016.

6% Convertible Promissory Notes

In December 2015, January 2016 and September 2016 the Company entered into six promissory note agreements with J.P. Morgan, Canadian Pension Plan Investment Board (CPPIB), Mehetia Inc., New Enterprise Associates, and KPCB Holdings, Inc. The total value of the promissory notes is $260.0 million and originally bore a 5% fixed interest rate, compounded monthly, are entirely due at maturity. Due to a reduction of collateral as a result of the issuance of 10% Secure Notes in June 2017 (see the disclosures in later paragraphs headed “10% Secured Notes”), a 1% interest increase was negotiated between the Company and 5% Notes investors to change the interest rate from 5% to 6% effective July 1, 2017. The notes were referred to as the 5% Notes and are now referred to as 6% Notes.

In connection with the issuance of the 6% Notes, the Company agreed to issue to J.P. Morgan and CPPIB, upon the occurrence of certain conditions, warrants to purchase the Company’s common stock up to a maximum of 220,000 shares and 249,333 shares, respectively. As of June 30, 2017, the warrants have not been issued.

As of December 31, 2015, December 31, 2016 and June 30, 2017, the debt outstanding was $160.3 million, $270.8 million and $277.6 million, respectively, including accrued interest. The outstanding principal and accrued interest do not mandatorily convert into common stock in the event of an initial public offering. At the election of the investors, the accrued interest and the unpaid principal can be converted into common stock at any time. In certain circumstances, the notes are also redeemable at the Company’s option, in whole or in part, in connection with a Change of Control or at a qualified IPO at a redemption price. The Company was in compliance with all covenants as of December 31, 2016 and June 30, 2017.

10% Secured Notes

In June 2017, the Company issued $100.0 million of senior secured notes. The notes (the “10% Notes”) mature in June 2024 and bear a 10.0% fixed rate of interest, payable semi-annually. The notes have a continuing security interest in the cash flows payable to the Company as servicing, operations and maintenance fees, as well as administrative fees from the five active power purchase agreements in the Company’s Bloom Electrons program. Under the terms of the indenture governing the 10% Notes, the

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Company is required to comply with various restrictive covenants, including meeting reporting requirements, such as the preparation and delivery of audited consolidated financial statements, and restrictions on investments. As of June 30, 2017, the Company was in compliance with all of the covenants.

Equipment Line of Credit, Due December 2015, March 2015, and June 2015

On December 31, 2010, the Company entered into a $20.0 million equipment line of credit with a financial institution. During 2011, the Company utilized $10.0 million of the equipment line of credit with terms ranging from 30 months to 48 months, payable monthly, at an annual rate equal to 6.75% to 7.50%, respectively. During 2012, the Company utilized the remaining $10.0 million of the equipment line of credit with terms of 30 months, payable monthly, at an annual rate equal to 6.75%. The final payment of principal and interest was made on December 1, 2015 upon the maturity date. As part of the equipment line of credit, the Company paid a fee of $1.7 million as final payment of principal and interest when the loans were due. The fee was accreted as incremental interest expense over the loans’ repayment periods.

Revolving Line of Credit

On March 30, 2012, the Company entered into a $35.0 million revolving line of credit with a financial institution. The line of credit was secured by certain assets and was subject to certain guaranties by the Company. On December 15, 2015, the Company paid the remaining balance of $22.4 million, which included the principal amount of all advances, the unpaid interest thereon, and other obligations relating to the revolving line of credit.

The following table presents detail of the outstanding loan principal repayment schedule as of June 30, 2017 (in thousands) (unaudited):

For the Years Ending December 31,
2017	$	9,064
2018		255,236
2019		22,523
2020		325,366
2021		137,639
Thereafter		249,272
	$	999,100

Interest expense of $39.4 million, $57.4 million, $30.9 million, and $28.8 million for the years ended December 31, 2015 and 2016 and the six months ended June 30, 2016 and 2017, respectively, was recorded in interest expense on the consolidated statements of operations.

20. Stockholders’ Deficit

Common Stock

The Company’s Certificate of Incorporation, as amended, authorizes the Company to issue 170,000,000 shares of $0.0001 par value common stock. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding. As of June 30, 2017, no dividends had been declared or paid since inception.

On November 26, 2014, the Company filed an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock by 22,035,434 to a total of 161,000,000.

On December 7, 2015, the Company filed an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock by 9,000,000 shares to a total of 170,000,000 shares.

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21. Convertible Preferred Stock

On November 26, 2014, the Company filed an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of preferred stock by 9,609,694 shares to a total of 120,692,417 shares.

On July 1, 2015, the Company issued 100,000 shares of Series G convertible preferred stock at $25.76 per share as part of a dispute settlement with a securities placement agent, who is also an investor and who executed a related agency agreement in early 2009. These Series G preferred shares have substantially similar terms and conditions as the currently outstanding preferred shares.

On June 17, 2016, the Company issued 116,459 shares of Series G convertible preferred stock at $25.76 per share. Proceeds from the issuance of the Series G convertible preferred stock, net of issuance costs, was $3.0 million. These Series G preferred shares have substantially similar terms and conditions as the currently outstanding preferred shares.

The following table summarizes the Company’s convertible preferred stock (in thousands, except share data):

	Shares Authorized		Shares Issued and Outstanding		Carrying Value at June 30, 2017		Liquidation Preference
					(unaudited)
Series A preferred		14,061,152		14,061,152	$	8,956	$	4,689
Series B preferred		11,803,284		11,803,284		11,941		11,998
Series C preferred		8,968,604		8,968,604		44,928		45,000
Series D preferred		9,665,746		9,665,746		102,648		103,907
Series E preferred		14,229,597		14,229,597		198,264		167,767
Series F preferred		21,895,873		20,828,840		376,962		385,750
Series G preferred		40,068,161		28,053,021		722,142		722,646
		120,692,417		107,610,244	$	1,465,841	$	1,441,757

The rights, preferences, privileges, and restrictions for the convertible preferred stock are as follows:

Dividends

The holders of Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock are entitled to receive annual dividends payable, prior and in preference to any declaration or payment of any dividend on the common stock at a rate of 10% of the original issuance price, as adjusted for any stock splits, stock dividends or distributions, recapitalizations, and similar events with respect to such Series of preferred, of the applicable series. Such dividends shall be payable only when and if declared by the Company’s board of directors and shall not be cumulative. After payment of such dividends to the holders of Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock, any additional dividends declared shall be distributed among all holders of preferred stock and common stock on an as-converted basis. No dividends on preferred stock or common stock have been declared by the Board of Directors through June 30, 2017.

Liquidation Preference

The holders of Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock have liquidation preferences prior and in preference to any distribution of any of the assets or surplus funds of the Company or consideration received in any liquidation to the holders of the common stock, equal to the original issue price of $0.33, $1.02, $5.02, $10.75, $11.79, $18.52 and $25.76, per share,

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respectively, as adjusted for any stock splits, stock dividends or distributions, recapitalizations, and similar events with respect to such series of preferred, and, in addition, an amount equal to all declared but unpaid dividends, if any, on such preferred stock. If the assets, funds or consideration thus distributed among the holders of the preferred stock shall be insufficient to permit the payment to such holders of the full liquidation preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the preferred based on the amounts that would otherwise be distributable.

Any of the following shall be treated as a liquidation of the Company: (i) any consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such combination transaction, own less than 50% of the voting power of the surviving or successor entity or its parent immediately after such combination transaction; (ii) any transaction or series of related transactions to which the Company is a party in which in excess of 50% of the Company’s voting power is transferred; or (iii) any sale, lease, or other disposition of all or substantially all of the assets of the Company. Notwithstanding the foregoing, no transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Company or indebtedness of the Company is cancelled or converted, or a combination thereof, nor the transfer by any stockholder of shares of the Company’s capital stock to any third party in a transaction or series of related transactions to which the Company is not a party, shall be deemed a liquidation of the Company.

Redemption

The Company’s Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock are considered redeemable for accounting purposes. The Company initially recorded the Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock at their fair values on the dates of issuance, net of issuance costs. A deemed liquidation event could occur as a result of the sale of all or substantially all of the assets of the Company or any acquisition of the Company by another entity by means of a merger or consolidation in which the stockholders of the Company do not hold at least 50% of the voting power of the surviving entity or its parent. Because the deemed redemption event is outside the control of the Company, all preferred shares have been presented outside of permanent equity. Further, the Company has not adjusted the carrying values of the Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock to the redemption value of such shares, because it is uncertain whether or when a redemption event will occur. Subsequent adjustments to increase the carrying values to the redemption values will be made when it becomes probable that such redemption will occur.

Right to Convert

The holders of Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock may convert their shares into common stock at any time following the date of issuance at the then applicable conversion rate. The current conversion rate for all series of preferred stock is 1:1.

Automatic Conversion

Each share of Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock will convert automatically into common stock (at the then applicable conversion rate) immediately upon the sale of the Company’s common stock in a firm commitment underwritten initial public offering pursuant to a registration statement under the Securities Act of 1933, as amended, with total gross offering proceeds of at least $75,000,000.

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Voting

The holders of Series A, Series B, Series C, Series D, Series E, Series F and Series G convertible preferred stock are entitled to one vote for each share of common stock into which such preferred stock could then be converted, on all matters submitted to a vote of the stockholders of the Company.

22. Preferred Stock Warrants

The Company accounts for its issuance of warrants at fair value. The Company has issued warrants to purchase Series F and Series G preferred stock and warrants to purchase common stock. The fair value of warrants issued and outstanding was $17.0 million, $12.9 million and $13.1 million at December 31, 2015 and 2016 and June 30, 2017, respectively.

The following table summarizes the Company’s preferred stock warrant activity (in thousands):

Balances at December 31, 2014	$	19,626
Issuances		—
Exercises		—
Changes in fair value		(2,599	)
Balances at December 31, 2015	$	17,027
Issuances		—
Exercises		(3,336	)
Changes in fair value		(806	)
Balances at December 31, 2016	$	12,885
Issuances (unaudited)		—
Exercises (unaudited)		—
Changes in fair value (unaudited)		236
Balances at June 30, 2017 (unaudited)	$	13,121

During 2009, in connection with the issuance of Series F convertible preferred stock, the Company issued warrants to purchase 263,261 shares of the Company’s Series F convertible preferred stock at $18.52 per share. The warrants’ fair value of $3.0 million, on the date of the transaction, was recorded as a warrant liability on the accompanying balance sheet. The valuation of the warrants results in a corresponding discount to the value assigned to Series F convertible preferred stock upon issuance. The warrants are immediately exercisable and expire seven years from the date of issuance. These warrants were exercised in March 2016.

During 2010, in connection with a loan agreement with a financial institution, which provided an equipment lease line of an initial aggregate principal amount of up to $20.0 million, which was utilized in its entirety, the Company issued warrants to purchase 16,198 shares of the Company’s Series F convertible preferred stock at $18.52 per share. On the date of issuance, the warrants’ fair value of $0.2 million was recorded as a warrant liability on the accompanying balance sheet. The warrants are immediately exercisable and expire ten years from the date of issuance. The debt discount was amortized to interest expense over the loan’s repayment period.

During 2012, in connection with loan agreements with a financial institution, which provided an equipment lease line of an initial aggregate principal amount of up to $15.0 million, the Company issued warrants to purchase 19,410 shares of the Company’s Series G convertible preferred stock at $25.76 per share. On the date of issuance, the warrants’ fair value of $0.2 million was recorded as a warrant liability on the accompanying balance sheet. The warrants are immediately exercisable and expire ten years from the date of issuance. The debt discount was amortized to interest expense over the loan’s repayment period.

During 2013, the Company issued warrants to purchase an additional 2,753 shares of the Company’s Series F convertible preferred stock at $18.52 per share in connection with a loan agreement with a financial

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institution, which provided an equipment lease line and to which the Company issued a warrant in 2010. On the date of issuance, the warrants’ fair value of $0.04 million was recorded as a warrant liability on the accompanying balance sheet. The warrants are immediately exercisable and expire ten years from the date of issuance. The debt discount was amortized to interest expense over the loan’s repayment period.

During 2013, in connection with the formation of PPA Company IIIb, the Company issued warrants to purchase 150,000 shares of the Company’s Series F convertible preferred stock at $18.52 per share. On the date of issuance, the warrants’ fair value of $2.1 million was recorded as a warrant liability on the accompanying balance sheet. The warrants are immediately exercisable and expire ten years from the date of issuance. The debt discount is being amortized to interest expense over the loan’s repayment period.

During 2014, in connection with the formation of PPA Company IIIa in 2013 and completion of the related debt financing, the Company issued warrants to purchase 702,823 shares of the Company’s Series F convertible preferred stock at $18.52 per share. On the date of issuance, the warrants’ fair value of $8.7 million was recorded as a warrant liability on the accompanying balance sheet. The warrants are immediately exercisable and expire seven years from the date of issuance. The debt discount is being amortized to interest expense over the loan’s repayment period.

During 2014, in connection with a dispute settlement with a securities placement agent, who is also an investor and who executed a related agency agreement in early 2009, the Company issued warrants to purchase 400,000 shares of the Company’s Series G convertible preferred stock at $25.76 per share. On the date of issuance, the Series G convertible preferred stock warrants fair value of $3.3 million was recorded as warrant liability on the accompanying balance sheet. The warrants are immediately exercisable and expire five years from the date of issuance.

The following table summarizes the warrants outstanding, together with their respective fair values (in thousands, except warrants outstanding):

	December 31, 2015				December 31, 2016				June 30, 2017
	Warrants Outstanding		Fair Value of Warrants		Warrants Outstanding		Fair Value of Warrants		Warrants Outstanding		Fair Value of Warrants
									(unaudited)
Series F		1,135,035	$	14,267		871,774	$	10,217		871,774	$	10,601
Series G		419,410		2,760		419,410		2,668		419,410		2,520
		1,554,445	$	17,027		1,291,184	$	12,885		1,291,184	$	13,121

The Company estimates the fair value of the preferred stock warrants using a probability-weighted expected return model which considers various potential liquidity outcomes and assigned probabilities to each to arrive at the weighted equity value and the changes in fair value are recorded in gain (loss) on revaluation of warrant liabilities in the consolidated statements of operations.

23. Common Stock Warrants

During 2014, in connection with a dispute settlement with the principals of a securities placement agent, who are also investors, and who executed a related agency agreement in early 2009, the Company issued warrants to purchase 50,000 shares of the Company’s common stock at $25.76 per share. The fair value of $3.3 million was recorded as expense in the consolidated statements of operations in 2013 when the obligation became probable. The common stock warrants are immediately exercisable and expire five years from the date of issuance.

During December 2016, in connection with the 6% convertible promissory notes entered in December 2015 and September 2016, the Company recorded a $9.2 million warrant expense for convertible redeemable common stock warrants to be issued to two noteholders as placement fees. As of June 30, 2017 the fair value of the convertible redeemable common stock warrants is included in accrued other current

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liabilities. The fair value will be re-measured at each reporting period and charged to the consolidated statement of operations until the warrants are exercised.

24. Stock Option Plan

Under the Company’s 2012 Plan, the Company may grant incentive stock options to employees and nonqualified stock options to employees, directors and consultants. At December 31, 2016, the Company has reserved 34,978,897 shares of common stock for issuance under the Company’s 2002 and 2012 Plans.

Under the 2012 Plan, incentive and nonqualified stock options may be granted at a price not less than fair value and 85% of the fair value of common stock, respectively, (110% of fair value to holders of 10% or more of voting stock). Fair value of common stock is determined by the Board of Directors. Options are exercisable over periods not to exceed ten years (five years for incentive stock options granted to holders of 10% or more of the voting stock) from the date of grant. Generally, options to employees vest with a one- year cliff and then monthly thereafter over four years.

During the years ended December 31, 2015 and 2016 and the six months ended June 30, 2017 the Company recognized $19.9 million, $27.2 million and $13.9 million of employee stock-based compensation expense, respectively. No stock-based compensation costs have been capitalized in the years ended December 31, 2015 and 2016 and the six months ended June 30, 2017.

The Company recorded $1.0 million of non-employee stock-based compensation expense during the years ended December 31, 2015 and 2016. For the six months ended June 30, 2016 and 2017, the Company recorded $0.6 million and $0.8 million of non-employee stock-based compensation expense, respectively.

The following table summarizes the components of employee and nonemployee stock-based compensation expense (in thousands):

	Years Ended December 31,				Six Months Ended June 30,
	2015		2016		2016		2017
					(unaudited)
	(in thousands)
Cost of revenue	$	5,525	$	6,005	$	2,608	$	3,637
Research and development		3,804		4,686		1,984		2,706
Sales and marketing		3,298		5,600		2,629		2,620
General and administrative		8,272		11,866		5,135		5,700
Total stock-based compensation	$	20,899	$	28,157	$	12,356	$	14,663

As of June 30, 2017, the Company’s total unrecognized compensation cost related to nonvested stock option to employees was $62.1 million. This expense will be recognized over the remaining weighted-average period of 2.6 years. Prior to December 31, 2016, cash flows resulting from the tax benefits for tax deductions resulting from the exercise of stock options in excess of the compensation expense recorded for those options (excess tax benefits) were classified as cash from financing activities. Beginning in the first quarter of fiscal 2017, with the adoption of ASU 2016-09 on a prospective basis, the Company’s consolidated statements of cash flows present excess tax benefits as an operating activity. The Company had no excess tax benefits in the years ended December 31 2015 and 2016 and in the six months ended June 30, 2017.

Since 2015, the Company granted restricted stock unit awards under the 2012 Plan. Restricted stock unit award shares will vest at the end of the lock-up period following the completion of a liquidity event, or initial public offering, and the remaining shares will vest on the first and second anniversary date of such date. The estimated fair value of restricted stock awards is based on the fair value of the Company’s common stock on the date of grant. The total fair value of the awards granted during the year ended December 31, 2015 and 2016 and in the six months ended June 30, 2017 was $4.3 million, $71.9 million

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and $14.8 million, respectively. For the years ended December 31, 2015 and 2016, and the six months ended June 30, 2017, $11.4 million, $82.6 million and $96.8 million, respectively, of total unrecognized stock-based compensation cost related to nonvested restricted stock awards is expected to be recognized over a weighted average period of 1.2 years, 2.1 years and 1.6 years, respectively.

A summary of the Company’s restricted stock unit activity and related information is as follows:

	Number of Awards Outstanding			Weighted Average Grant Date Fair Value
Unvested Balance at December 31, 2014		383,000		$	20.54
Granted		207,013			20.57
Vested		(1,000	)		20.59
Forfeited		(32,710	)		20.54
Unvested Balance at December 31, 2015		556,303			20.55
Granted		3,485,197			20.64
Vested		(14,334	)		20.64
Forfeited		(27,495	)		20.60
Unvested Balance at December 31, 2016		3,999,671			20.63
Granted (unaudited)		719,467			20.64
Vested (unaudited)		(5,529	)		20.64
Forfeited (unaudited)		(24,730	)		20.64
Unvested Balance at June 30, 2017 (unaudited)		4,688,879		$	20.63

Valuation Assumptions

Determining the amount of stock-based compensation to be recorded requires the Company to develop estimates for the inputs used in the Black-Scholes valuation model to calculate the grant-date fair value of stock options. The Black-Scholes model requires the Company to make estimates of the following assumptions on expected volatility, expected option term and the risk-free interest rate. The estimated stock price volatility was derived based on historical volatility of the Company’s peer group, which represents the Company’s best estimate of expected volatility. The Company’s estimate of an expected option life was calculated based on the Company’s historical share option exercise data. The risk free interest rate for periods within the contractual life of the option is based on the U.S. Treasury zero coupon issues in effect at the grant date for periods corresponding with the expected term of option.

The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered option. The Company reviews historical forfeiture data and determine the appropriate forfeiture rate based on that data. The Company reevaluates this analysis periodically and adjusts the forfeiture rate as necessary and ultimately recognizes the actual expense over the vesting period only for the shares that vest.

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The fair value of each stock option is calculated on the date of grant using the Black-Scholes model with the following weighted average assumptions used:

	Years Ended December 31,		Six Months Ended June 30,
	2015	2016	2016	2017
			(unaudited)
Risk-free interest rate	1.58%—1.91%	1.23%—1.69%	1.23%—1.70%	2.01%—2.07%
Expected term (in years)	5.49—6.33	6.00—6.54	6.00—6.46	6.08—6.62
Expected dividend yield	—	—	—	—
Expected volatility	58.7%—65.6%	59.3%—60.9%	60.7%—60.9%	59.8%—61.0%
Weighted average grant date fair value	$ 11.47	$15.96	$15.65	$14.43

Stock option and RSU activity under the plan is as follows:

				Outstanding Options/RSUs
	Options/ RSUs Available for Grant			Number of Shares			Outstanding Options Weighted Average Exercise Price		Remaining Contractual Life (Years)		Aggregate Intrinsic Value
											(in thousands)
Balances at December 31, 2014		3,196,780			12,010,953		$	12.85		6.18	$	89,364
Added to plan		69,443			—			—
Granted		(2,271,033	)		2,271,033			20.58
Exercised		—			(570,837	)		1.25
Cancelled		494,207			(494,207	)		19.93
Expired		(69,443	)		—			—
Balances at December 31, 2015		1,419,954			13,216,942		$	14.38		6.01	$	78,634
Added to plan		9,628,804			—
Granted		(7,325,566	)		7,325,566			20.64
Exercised					(202,426	)		6.64
Cancelled		583,287			(583,287	)		16.36
Expired		(153,804	)		—
Balances at December 31, 2016		4,152,675			19,756,795		$	15.90		6.11	$	74,717
Added to plan (unaudited)		932,489			—
Granted (unaudited)		(2,522,510	)		2,522,510			20.64
Exercised (unaudited)					(137,637	)		1.84
Cancelled (unaudited)		1,181,352			(1,181,352	)		4.96
Expired (unaudited)		(932,489	)		—
Balances at June 30, 2017 (unaudited)		2,811,517			20,960,316		$	17.31		6.39	$	54,218
Vested and expected to vest at June 30, 2017, (unaudited)					15,989,111		$	17.25		6.34	$	54,215
Exercisable at June 30, 2017, (unaudited)					10,288,817		$	15.38		4.94	$	54,089

During the years ended December 31, 2015 and 2016 and for the six months ended June 30, 2016 and 2017, the intrinsic value of options exercised was $11.0 million, $2.6 million, $2.1 million, and $2.5 million, respectively.

In connection with its grant of options to non-employees, the Company recognized stock-based compensation of $1.0 million, $1.0 million, and $0.8 million, during the years ended December 31, 2015 and 2016, and the six months ended June 30, 2017, respectively, on an accelerated basis over the vesting

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period of the individual options. The Company granted 128,333 options, 60,952 options, and 7,338 options to non-employees during the year ended December 31, 2015 and 2016, and the six months ended June 30, 2017, respectively. The Company’s valuations for non-employee grants are made using the Black-Scholes option pricing model.

25. Net Loss per Share Attributable to Common Stockholders

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts):

	Years Ended December 31,						Six Months Ended June 30,
	2015			2016			2016			2017
Numerator:										(unaudited)
Net loss	$	(341,003	)	$	(279,658	)	$	(111,270	)	$	(123,007	)
Less: noncumulative dividends to preferred stockholders		—			—			—			—
Less: undistributed earnings to participating securities		—			—			—			—
Net loss attributable to common stockholders-basic		(341,003	)		(279,658	)		(111,270	)		(123,007	)
Add: adjustments to undistributed earnings to participating securities		—			—			—			—
Net loss attributable to common stockholders-diluted	$	(341,003	)	$	(279,658	)	$	(111,270	)	$	(123,007	)
Denominator:
Weighted average shares of common stock-basic		14,611			15,069			15,000			15,264
Effect of potentially dilutive stock options		—			—			—			—
Weighted average shares of common stock-diluted		14,611			15,069			15,000			15,264
Net loss per share attributable to common stockholders:
Basic	$	(23.34	)	$	(18.56	)	$	(7.42	)	$	(8. 06	)
Diluted	$	(23.34	)	$	(18.56	)	$	(7.42	)	$	(8.06	)

The following common stock equivalents (in thousands) were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive:

	Years Ended December 31,				Six Months Ended June 30,
	2015		2016		2016		2017
							(unaudited)
Convertible redeemable preferred stock		121,699		126,826		123,274		127,514
Stock options to purchase common stock		4,147		4,002		4,211		4,637
Convertible redeemable preferred stock warrants		113		89		88		90
Convertible redeemable common stock warrants		—		469		—		469
Total		125,959		131,386		127,573		132,710

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Unaudited Pro Forma Net Loss per Share

The following table sets forth the computation of the Company’s unaudited pro forma basic and diluted net loss per share attributable to common stockholders for 2016 and the six months ended June 30, 2017 (in thousands, except per share amounts) assuming the automatic conversion of the redeemable convertible preferred stock and the automatic conversion of the preferred stock warrants into common stock warrants and the remeasurement and the assumed reclassification to equity upon consummation of a qualified IPO as if it had occurred as of January 1, 2016.

	Year Ended December 31, 2016			Six Months Ended June 30, 2017
				(unaudited)
Numerator:
Net loss	$	(279,658	)	$	(123,007	)
Add: change in fair value of redeemable convertible preferred stock warrant liability		—			—
Less:		—			—
Unaudited pro forma net income attributable to common stockholders—basic and diluted	$	(279,658	)	$	(123,007	)
Denominator:
Weighted average shares of common stock outstanding		15,069			15,264
Pro forma adjustments to reflect assumed conversion of redeemable convertible preferred stock		116,313			116,736
Pro forma weighted average shares of common stock-basic		131,382			132,000
Effect of potentially dilutive:
Stock options		—			—
Common stock warrants		—			—
Pro forma weighted average shares of common stock-diluted		131,382			132,000
Pro forma net loss per share attributable to common stockholders—basic and diluted	$	(2.13	)	$	(0.93	)

26. Employee Benefit Plan

The Company sponsors the Bloom Energy 401(k) and Profit Sharing Plan (the Plan). All employees are eligible to participate in the Plan after meeting certain eligibility requirements. Participants may elect to have a portion of their salary deferred and contributed to the Plan up to the limit allowed by applicable income tax regulations. Company contributions to the Plan are discretionary and no such Company contributions have been made since the inception of the Plan.

27. Related Party Transactions

The Company’s operations included the following related party transactions (in thousands):

	Years Ended December 31,				June 30,
	2015		2016		2016		2017
					(unaudited)
Interest paid or payable to related parties (included in interest expense)	$	6,038	$	8,781	$	5,639	$	9,414
Consulting expenses paid to related parties (included in general and administrative expense)		200		206		105		104

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Related party balances were comprised of the following (in thousands):

	Years Ended December 31,				June 30,
	2015		2016		2016		2017
					(unaudited)
Debt from related parties	$	69,972	$	103,335	$	77,163	$	105,241

6% and 8% Convertible Promissory Notes and Term Loan

As of June 30, 2017, the Company had $105.2 million in debt and convertible notes from investors considered to be related parties. In 2014, the Company obtained a $4.1 million term loan from Alberta Investment Management Corporation to fund the purchase and installation of Energy Servers related to PPA IIIa due September 2028. Further, between December 2014 and June 2015, the Company issued and sold $193.2 million aggregate principal amount of our 8% Notes to certain investors at a purchase price of 100% of the aggregate principal amount thereon, including $10.0 million aggregate principal amount, issued in 2014, each to Alberta Investment Management Corporation, KPCB Holdings, Inc. and New Enterprise Associates. The 8% Notes bear a fixed interest rate of 8.0%, compounded monthly, and are due at maturity or, at the election of the investor, the accrued interest would be due on each anniversary of the respective original issuance date of the notes. As of December 31, 2015, the outstanding principal and accrued interest on the 8% Notes was $208.6 million. The outstanding principal and accrued interest on each 8% Note will mandatorily convert into shares of our Series G convertible preferred stock at a conversion price per share of $25.76, and each such share of Series G convertible preferred stock will convert automatically into one share of our common stock, immediately prior to completion of this offering. In addition, in September 2016, the Company entered into two promissory note purchase agreements with New Enterprise Associates and KPCB Holdings, Inc. for $12.5 million each. Effective July 1, 2017, the Notes will have a 6% fixed interest rate, compounded monthly and are entirely due at maturity.

The Company repaid $1.0 million, $1.0 million and $0.4 million of outstanding debt to Alberta Investment Management Corporation in 2015 and 2016 and the six months ending June 30, 2017, respectively. Furthermore, the Company paid $3.4 million, $3.3 million, and none of interest to Alberta Investment Management Corporation in 2015 and 2016 and the six months ended June 30, 2017, respectively.

Consulting Arrangement

In January 2009, the Company entered into a consulting agreement with General Colin L. Powell, a member of the Company’s board of directors, pursuant to which General Powell performs certain strategic planning and advisory services for the Company. Pursuant to this consulting agreement, General Powell receives compensation of $200,000 per year and reimbursement for reasonable expenses.

28. Segments

The Company’s chief operating decision makers (CODMs), the Chief Executive Officer and the Chief Financial Officer, review financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The CODMs allocate resources and make operational decisions based on direct involvement with the Company’s operations and product development efforts. The Company is managed under a functionally-based organizational structure, with the head of each function reporting to the Chief Executive Officer. The CODMs assess performance, including incentive compensation, based upon consolidated operations performance and financial results, on a consolidated basis. As such, the Company has a single reporting segment and operating unit structure. In addition, substantially all of the Company’s revenue and long-lived assets are attributable to operations in the United States for all the periods presented.

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29. Subsequent Events

The Company has evaluated subsequent events through June 16, 2017, the date on which the audited financial statements were available to be issued, and subsequently through June 30, 2017 and September 6, 2017. Events occurring subsequent to June 16, 2017 but on or before June 30, 2017 have been accounted for and disclosed within the accompanying unaudited financial statements and related footnotes. Except as described below, the Company has concluded that no subsequent events have occurred after June 30, 2017 that require disclosure:

On August 31, 2017, in connection with the 6% Notes (see footnote 19 Bank Loans and Security Agreements), J.P. Morgan, one of the existing 6% Notes investors, sold its ownership in the promissory notes and its rights to warrants to purchase 220,000 shares of common stock to CPPIB, which is another investor of the notes. Pursuant to the terms of the 6% Notes, the Company also issued warrants to purchase 249,333 shares of common stock to CPPIB.

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                    SHARES

COMMON STOCK

Prospectus

J.P. Morgan	Morgan Stanley
Credit Suisse
BofA Merrill Lynch	Pacific Crest Securities a division of KeyBanc Capital Markets

Baird Cowen and Company HSBC Raymond James RBC Capital Markets

Prospectus dated                 , 2017

Part II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following table presents the costs and expenses we will pay, other than estimated underwriting discounts and commissions, in connection with this offering. All amounts are estimates except the SEC registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fees and the stock exchange listing fee.

SEC registration fee	$	*
FINRA filing fee		*
Stock exchange listing fee		*
Printing and engraving expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Blue sky fees and expenses		*
Custodian and transfer agent fees		*
Miscellaneous fees and expenses		*
Total	$		*

* To be completed by amendment

Item 14. Indemnification of Directors and Officers.

Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or Securities Act.

Our amended and restated certificate of incorporation, which will be in effect upon the completion of this offering, contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

• any breach of the director’s duty of loyalty to us or our stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or

• any transaction from which the director derived an improper personal benefit.

Our amended and restated certificate of incorporation also provides that if Delaware law is amended after the approval by our stockholders of the certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted by Delaware law.

Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred for their service for or on our behalf. Our amended and restated bylaws provide

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that we shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding. The amended and restated bylaws also authorize us to indemnify any of our employees or agents and permit us to secure insurance on behalf of any officer, director, employee or agent for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification.

We have entered into indemnification agreements with each of our directors and executive officers and other key employees, a form of which is attached as Exhibit 10.1. The form of agreement provides that we will indemnify each of our directors, executive officers and such other key employees against any and all expenses incurred by that director, executive officer or other key employee because of his or her status as one of our directors, executive officers or other key employees, to the fullest extent permitted by Delaware law, our restated certificate of incorporation and our amended and restated bylaws (except in a proceeding initiated by such person without board approval). In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers and other key employees for a legal proceeding.

Reference is made to Section                 of the underwriting agreement contained in Exhibit 1.1 to this registration statement, indemnifying our directors and officers against limited liabilities. In addition, Section 12 of our eighth amended and restated registration rights agreement, as amended, contained in Exhibit 4.2 to this registration statement provides for indemnification of certain of our stockholders against liabilities described therein.

Item 15. Recent Sales of Unregistered Securities.

Since March 1, 2013, we have issued the following securities that were not registered under the Securities Act of 1933, as amended:

(1) Issuances of Capital Stock

Between June 2012 and January 2014, we sold an aggregate of 27,936,562 shares of Series G convertible preferred stock at a per share purchase price of $25.76 to accredited investors pursuant to a series of stock purchase agreements, for an aggregate consideration of $719,645,837. Each share of our Series G convertible preferred stock will convert automatically into one share of our common stock immediately prior to completion of this offering.

On each of June 27, 2014 and July 1, 2015, we issued 100,000 shares of Series G convertible preferred stock as part of a dispute settlement with a securities placement agent, who is also an investor and who executed a related agency agreement in early 2009. These shares of Series G convertible preferred stock have substantially similar terms and conditions as the currently outstanding shares of Series G convertible preferred stock.

In September 2015, we entered into a common stock award agreement with one of our customers pursuant to which up to a total of 400,000 shares of our common stock will be issued to such customer on the occurrence of certain installation milestones. The share issuances are recorded as a reduction of product revenue when the milestones are achieved and are recorded as additional paid-in capital when the shares are issued. As of June 30, 2017, 176,000 shares of our common stock have been issued to such customer pursuant to this agreement.

On June 17, 2016, we issued 116,459 shares of Series G convertible preferred stock at $25.76 per share. These shares of Series G convertible preferred stock have substantially similar terms and conditions as the currently outstanding shares of Series G convertible preferred stock.

(2) Subordinated Secured Convertible Promissory Notes

Between December 2014 and June 2015, we issued $193.2 million aggregate principal amount in three-year 8% Notes to convertible promissory note purchase agreements with certain accredited investors. The 8% Notes

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bear a fixed interest rate of 8.0%, compounded monthly, and are due at maturity or, at the election of the investor, the accrued interest during each annual period would be due on each anniversary of the respective original issuance date of the notes. As of December 31, 2015 and 2016 and as of June 30, 2017, the outstanding principal and accrued interest on the 8% Notes was $208.6 million, $226.0 million and $ 235.1 million, respectively. The outstanding principal and accrued interest on each 8% Note will mandatorily convert into shares of our Series G convertible preferred stock at a conversion price per share of $25.76, and each such share of Series G convertible preferred stock will convert automatically into one share of our common stock, immediately prior to completion of this offering.

(3) 6% Convertible Senior Secured PIK Notes due 2020

On December 15, 2015, we issued $160.0 million aggregate principal amount of our 6% Convertible Senior Secured PIK Notes due 2020 (the 6% Notes) pursuant to a note purchase agreement with certain accredited investors and qualified institutional buyers and pursuant to an indenture dated as of December 15, 2015. In January 2016, we issued an additional $25.0 million aggregate principal amount of our 6% Notes in connection with our repurchase of an interest in PPA I. In addition, in September 2016 we issued an additional $75.0 million aggregate principal amount of these notes pursuant to a note purchase agreement with accredited investors. Due to a reduction of collateral as a result of the issuance of 10% Secured Notes in June 2017 (see the disclosures in later paragraphs headed “10% Secured Notes”), a 1% interest increase was negotiated between the Company and 5% Notes investors to change the interest rate from 5% to 6% effective July 1, 2017. The notes are referred to as 6% Notes. The 6% Notes are secured by our working capital, fixed assets, intellectual property and other assets, subject to limited exceptions. The 6% Notes had a fixed interest rate of 5% until July 2017 when the rate was increased to 6% compounded monthly and payable in cash or in kind at our election, and are due on December 1, 2020. As of December 31, 2015 and 2016 and as of June 30, 2017, the outstanding principal and accrued interest on the 6% Notes was $160.3 million, $270.8 million and $277.6 million, respectively. Following the completion of this offering, the 6% Notes will be convertible at the option of the holders thereof into shares of our common stock at an initial conversion price per share equal to the lower of $30.91 and 85% of the offering price of our common stock sold in this offering. In addition, following completion of this offering, the 6% Notes will be redeemable by us under certain circumstances at a redemption price payable in cash equal to 100% of the principal amount of the 6% Notes to be redeemed, plus accrued but unpaid interest.

In addition, in connection with the issuance of the 6% Notes, we agreed to issue to certain purchasers of the 6% Notes, upon the occurrence of certain conditions, warrants to purchase up to a maximum of 469,333 shares of our common stock at an exercise price of $0.01 per share (the Note Warrants). The Note Warrants will automatically be deemed exercised immediately prior to the completion of this offering.

(4) Warrant Issuances

• On July 19, 2013, in connection with the formation of PPA Company IIIb and completion of the related debt financing, we issued warrants to purchase 150,000 shares of our Series F convertible preferred stock at $18.52 per share. The warrants are immediately exercisable and expire ten years from the date of issuance.

• On July 1, 2014, in connection with the formation of PPA Company IIIa and completion of the related debt financing, we issued warrants to purchase 702,823 shares of our Series F convertible preferred stock at $18.52 per share. The warrants are immediately exercisable and expire seven years from the date of issuance.

• On June 27, 2014, in connection with a dispute settlement with a securities placement agent, who is also an investor and who executed a related agency agreement in 2009, we issued warrants to purchase 400,000 shares of our Series G convertible preferred stock at $25.76 per share and 50,000 shares of our common stock at $25.76 per share. The warrants are immediately exercisable and expire five years from the date of issuance.

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(5) Options Issuances

• From January 1, 2013 through June 30, 2017, we issued and sold an aggregate of 2,047,109 shares of common stock upon the exercise of options issued to certain officers, directors, employees and consultants of the registrant under our 2002 Equity Incentive Plan and 2012 Equity Incentive Plan at exercise prices per share ranging from $0.10 to $20.59, for an aggregate consideration of approximately $5.9 million. In addition, we issued 22,443 shares of common stock upon the exercise of restricted stock unit awards to consultants of the registrant under our 2002 Equity Incentive Plan and 2012 Equity Incentive Plan with an average grant date fair value of $20.62 per share.

• From January 1, 2013 through June 30, 2017, we granted direct issuances or stock options to purchase an aggregate of 10,660,395 shares of our common stock at exercise prices per share ranging from $20.52 to $20.64 share to employees, consultants, directors and other service providers under our 2002 Equity Incentive Plan and 2012 Equity Incentive Plan. In addition, we granted restricted stock unit awards for 4,796,257 shares of common stock to certain officers, directors, employees and consultants of the registrant under our 2002 Equity Incentive Plan and 2012 Equity Incentive Plan with an average grant date fair value of $20.63 per share.

Except as set forth above, none of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes the transactions were exempt from the registration requirements of the Securities Act in reliance on Section 4(a)(2) thereof, with respect to items (1), (2), (3) and (4) above, and Rule 701 thereunder, with respect to item (5) above, as transactions by an issuer not involving a public offering or transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701.

Item 16. Exhibits and Financial Statement Schedules.

D. Exhibits.

Exhibit Number	Description
1.1†	Form of Underwriting Agreement
3.1†	Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon closing of this offering
3.2†	Amended and Restated Bylaws of the Registrant, to be effective upon the closing of this offering
3.3#	Amended and Restated Certificate of Incorporation of the Registrant, as amended and currently in effect
3.4#	Bylaws of the Registrant, as currently in effect
4.1†	Form of Common Stock Certificate of the Registrant
4.2#	Eighth Amended and Restated Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated June 30, 2011
4.3#	Amendment No. 1 to Eighth Amended and Restated Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated December 14, 2015
4.4#	Indenture by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as trustee, dated as of December 15, 2015
4.5#	Form of 6% Convertible Senior Secured PIK Note due 2020 (included in Exhibit 4.4)
4.6#	Security Agreement by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as collateral agent, dated as of December 15, 2015
4.7#	Agreement and Warrant to Purchase Common Stock by and between Keith Daubenspeck and the Registrant, dated June 27, 2014
4.8#	Agreement and Warrant to Purchase Common Stock by and between Dwight Badger and the Registrant, dated June 27, 2014

II-4

Exhibit Number	Description
4.9#	Plain English Warrant Agreement by and between Triplepoint Capital LLC, a Delaware limited liability company, and the Registrant, dated December 31, 2010
4.10#	Amended and Restated Plain English Warrant Agreement by and between Triplepoint Capital LLC, a Delaware limited liability company, and the Registrant, dated December 15, 2011
4.11#	Agreement and Warrant to Purchase Series F Preferred Stock by and between PE12GVVC (US Direct) Ltd. and the Registrant, dated July 1, 2014
4.12#	Agreement and Warrant to Purchase Series F Preferred Stock by and between PE12PXVC (US Direct) Ltd. and the Registrant, dated July 1, 2014
4.13#	Warrant to Purchase Preferred Stock by and between Atel Ventures, Inc., in its capacity as Trustee for its assignee affiliated funds, and the Registrant, dated December 31, 2012
4.14#	Plain English Warrant Agreement by and between Triplepoint Capital LLC, a Delaware limited liability company, and the Registrant, dated September 27, 2012
4.15#	Agreement and Warrant to Purchase Series G Preferred Stock by and between Keith Daubenspeck and the Registrant, dated June 27, 2014
4.16#	Agreement and Warrant to Purchase Series G Preferred Stock by and between Dwight Badger and the Registrant, dated June 27, 2014
4.17#	Amendment No. 2 to Eighth Amended and Restated Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated August 4, 2016
4.18#	Amendment No. 3 to Eighth Amended and Restated Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated September 20, 2016
4.19#	First Supplemental Indenture by and among Registrant, certain guarantor party thereto and U.S. Bank National Association, as trustee, dated as of September 20, 2016
4.20	Indenture by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as trustee, dated as of June 29, 2017
4.21	Form of 10% Senior Secured Note due 2024 (included in Exhibit 4.20)
4.22	Security Agreement by and among the Registrant, U.S. Bank National Association, as trustee and U.S. Bank National Association, as collateral agent, dated as of June 29, 2017
5.1†	Opinion of Fenwick & West LLP
10.1†	Form of Indemnification Agreement for directors and executive officers
10.2#	2002 Equity Incentive Plan and form of agreements used thereunder
10.3#	2012 Equity Incentive Plan and form of agreements used thereunder
10.4†	2016 Equity Incentive Plan and form of agreements used thereunder
10.5†	2016 Employee Stock Purchase Plan and form of agreements used thereunder
10.6#	NASA Ames Research Center Enhanced Use Lease dated December 5, 2011 by and between the Registrant and National Aeronautics and Space Administration, as amended as of November 1, 2012, August 25, 2014 and August 17, 2016
10.7#	Standard Industrial Lease dated April 5, 2005 by and between the Registrant and The Realty Associates Fund III, L.P., as amended as of April 22, 2005, January 12, 2010, April 30, 2015 and December 7, 2015

II-5

Exhibit Number	Description
10.8#	Ground Lease by and between 1743 Holdings, LLC and the Registrant dated as of March 2012.
10.9#	Offer Letter by and between the Registrant and KR Sridhar, dated April 1, 2002
10.10#	Offer Letter by and between the Registrant and Randy Furr, dated April 9, 2015
10.11#	Offer Letter by and between the Registrant and Susan Brennan, dated October 3, 2013
10.12*#	Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (PPA II)
10.13*#	Guaranty by the Registrant, dated as of March 16, 2012 (PPA II)
10.14*#	Master Operation and Maintenance Agreement by and between Diamond State Generation Partners, LLC and the Registrant, dated as of April 13, 2012 (PPA II)
10.15#	Equity Contribution Agreement by and among the Registrant, Diamond State Generation Partners, LLC, and Deutsche Bank Trust Company Americas, dated as of March 20, 2013 (PPA II)
10.16*#	Note Purchase Agreement by and between Diamond State Generation Partners, LLC and the Purchasers thereunder, dated as of March 20, 2013 (PPA II)
10.17*#	Master Energy Server Purchase Agreement between the Registrant and Diamond State Generation Partners, LLC, dated as of April 13, 2012 (PPA II)
10.18#	Omnibus First Amendment to MESPA, MOMA and ASA by and among the Registrant, Diamond State Generation Partners, LLC and Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (PPA II)
10.19*#	Amended and Restated Operating Agreement of 2014 ESA HoldCo, LLC, dated as of September 24, 2014 (PPA IV)
10.20#	Guaranty by the Registrant, dated as of July 18, 2014 (PPA IV)
10.21*#	Amended and Restated Purchase, Use and Maintenance Agreement by and between the Registrant and 2014 ESA Project Company, LLC, dated as of July 18, 2014 (PPA IV)
10.22*#	Equity Capital Contribution Agreement by and among Clean Technologies 2014, LLC and Exelon Generation Company, LLC, dated as of July 18, 2014 (PPA IV)
10.23*#	First Amendment to Equity Capital Contribution Agreement, dated as of March 16, 2015 (PPA IV)
10.24*#	Amendment No. 2 to Equity Capital Contribution Agreement, dated as of September 30, 2015 (PPA IV)
10.25*#	Note Purchase Agreement by and among 2014 ESA Project Company, LLC and the Purchasers thereunder, dated as of July 18, 2014 (PPA IV)
10.26*#	Amendment No. 1 to Note Purchase Agreement, dated as of March 16, 2015 (PPA IV)
10.27*#	Amendment No. 2 to Note Purchase Agreement, dated as of September 25, 2015 (PPA IV)
10.28*#	Amendment No. 3 to Note Purchase Agreement and Consent, dated as of March 14, 2016 (PPA IV)
10.29*#	Amended and Restated Operating Agreement of 2015 ESA HoldCo, LLC, dated as of June 25, 2015 (PPA V)
10.30#	Guaranty by the Registrant, dated as of June 25, 2015 (PPA V)

II-6

Exhibit Number	Description
10.31*#	Amended and Restated Purchase, Use and Maintenance Agreement by and between the Registrant and 2015 ESA Project Company, LLC, dated as of June 25, 2015 (PPA V)
10.32*#	Equity Capital Contribution Agreement by and between Clean Technologies 2015, LLC and 2015 ESA InvestCo, LLC, dated as of June 25, 2015 (PPA V)
10.33*#	Amendment No. 1 to Equity Capital Contribution Agreement, dated as of November 19, 2015
10.34*#	Credit Agreement by and among 2015 ESA Project Company, LLC, the Lenders referred to therein, Crédit Agricole Corporate Investment Bank, Keybank National Association and Silicon Valley Bank, Manufacturers and Traders Trust Company and Mizuho Bank, Ltd., Crédit Agricole Corporate and Investment Bank, and Wilmington Trust, National Association, dated as of June 25, 2015 (PPA V)
10.35*#	Equity Capital Contribution Agreement with respect to Diamond State Generation Holdings, LLC, by and among Clean-Technologies II, LLC, Diamond State Generation Holdings, LLC, Diamond State Generation Partners, LLC, and Mehetia Inc., dated as of March 16, 2012 (PPA II)
10.36*#	First Amendment to the Equity Capital Contribution Agreement with respect to Diamond State Generation Holdings, LLC dated as of April 13, 2012 (PPA II)
10.37*#	Administrative Services Agreement by and between Registrant, Diamond State Generation Holdings, LLC, and Diamond State Generation Partners, LLC, dated as of April 13, 2012 (PPA II)
10.38*#	Depositary Agreement among Diamond State Generation Partners, LLC, Deutsche Bank Trust Company Americas, and Deutsche Bank Trust Company Americas, dated as of March 20, 2013 (PPA II)
10.39*#	2012 V PPA Holdco, LLC Second Amended and Restated Operating Agreement, dated as of August 30, 2013 (PPA IIIa)
10.40#	First Amendment to Second Amended and Restated Operating Agreement, dated as of March 28, 2014 (PPA IIIa)
10.41#	Guaranty by the Registrant, dated as of March 28, 2014 (PPA IIIa)
10.42*#	Amended and Restated Master Energy Server Purchase Agreement between Registrant and 2012 V PPA Project Company, LLC dated as of December 21, 2012 (PPA IIIa)
10.43#	First Amendment to Amended and Restated Master Energy Server Purchase Agreement, dated as of March 27, 2013 (PPA IIIa)
10.44*#	Omnibus Amendment to MESPA, MOMA, ASA, REC PSA and Equity Contribution Tri-Party Agreement, dated as of August 30, 2013 (PPA IIIa)
10.45#	Fourth Amendment to Amended and Restated Master Energy Server Purchase Agreement, dated as of March 28, 2014 (PPA IIIa)
10.46*#	Equity Contribution Tri-Party Agreement by and among 2012 V PPA Holdco, LLC, 2012 V PPA Project Company, LLC, and Registrant dated as of December 21, 2012 (PPA IIIa)
10.47*#	Amended and Restated Master Operation and Maintenance Agreement, by and between 2012 V PPA Project Company, LLC and Registrant, dated as of December 21, 2012 (PPA IIIa)
10.48*#	Amended and Restated Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies III, LLC dated as of August 30, 2013 (PPA IIIa)
10.49*#	Administrative Services Agreement by and between Registrant, 2012 V PPA Holdco, LLC and 2012 V PPA Project Company, LLC dated as of December 21, 2012 (PPA IIIa)

II-7

Exhibit Number	Description
10.50*#	Amended and Restated Credit Agreement among 2012 ESA Project Company, LLC, PE12GVVC (BLOOM PPA) LTD., PE12PXVC (BLOOM PPA) LTD., the other Lenders from time to time party hereto, PE12GVVC (BLOOM PPA) LTD., and Deutsche Bank Trust Company Americas, dated as of August 30, 2013 (PPA IIIa)
10.51*#	Consent and First Amendment to Amended and Restated Credit Agreement dated as of March 28, 2014 (PPA IIIa)
10.52*#	Depositary Agreement among 2012 V PPA Project Company, LLC, PE12GVVC (Bloom PPA) LTD., and Deutsche Bank Trust Company Americas dated as of February 21, 2013 (PPA IIIa)
10.53*#	2013 ESA Holdco, LLC Amended and Restated Operating Agreement, dated as of August 2, 2013 (PPA IIIb)
10.54#	First Amendment to Amended and Restated Operating Agreement, dated as of March 28, 2014 (PPA IIIb)
10.55*#	Amended and Restated Guaranty by the Registrant, dated as of August 2, 2013 (PPA IIIb)
10.56*#	Amended and Restated Master Energy Server Purchase and Services Agreement between Registrant and 2013 ESA Project Company, LLC dated as of September 25, 2013 (PPA IIIb)
10.57*#	First Amendment to Amended and Restated Master Energy Server Purchase and Services Agreement, dated as of March 28, 2014 (PPA IIIb)
10.58*#	Second Amendment to Amended and Restated Master Energy Server Purchase and Services Agreement, dated as of July 18, 2014 (PPA IIIb)
10.59*#	Third Amendment to Amended and Restated Master Energy Server Purchase and Services Agreement, dated as of October 24, 2014 (PPA IIIb)
10.60*#	Fourth Amendment to Amended and Restated Master Energy Server Purchase and Services Agreement, dated as of May 5, 2015 (PPA IIIb)
10.61*#	Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of August 2, 2013 (PPA IIIb)
10.62*#	First Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of September 25, 2013 (PPA IIIb)
10.63*#	Second Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of March 28, 2014 (PPA IIIb)
10.64*#	Third Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of July 18, 2014 (PPA IIIb)
10.65*#	Fourth Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of October 24, 2014 (PPA IIIb)
10.66*#	Fifth Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of May 5, 2015 (PPA IIIb)
10.67*#	Amended and Restated Administrative Services Agreement by and between Registrant, 2013B ESA Holdco, LLC, and 2013B ESA Project Company, LLC, dated as of September 25, 2013 (PPA IIIb)
10.68#	First Amendment to Amended and Restated Administrative Services Agreement, dated as of March 28, 2014 (PPA IIIb)
10.69*#	Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank dated as of September 25, 2013 (PPA IIIb)

II-8

Exhibit Number	Description
10.70*#	First Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of November 14, 2013 (PPA IIIb)
10.71*#	Second Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of July 18, 2014 (PPA IIIb)
10.72*#	Third Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of October 24, 2014 (PPA IIIb)
10.73*#	Fourth Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of May 5, 2015 (PPA IIIb)
10.74*#	Fifth Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of June 22, 2015 (PPA IIIb)
10.75*#	Administrative Services Agreement by and between Registrant, 2014 ESA HoldCo, LLC, and 2014 ESA Project Company, LLC, dated as of July 18, 2014 (PPA IV)
10.76*#	Depositary Agreement among 2014 ESA Project Company, LLC, Deutsche Bank Trust Company Americas, and Deutsche Bank Trust Company Americas, dated as of July 18, 2014 (PPA IV)
10.77*#	Administrative Services Agreement by and between Registrant and 2015 ESA HoldCo, LLC, dated as of June 25, 2015 (PPA V)
10.78*#	Depositary Agreement among 2015 ESA Project Company, Crédit Agricole Corporate and Investment Bank, Wilmington Trust, National Association, and Wilmington Trust, National Association, dated as of June 25, 2015 (PPA V)
10.79*#	Administrative Services Agreement by and between Registrant and 2015 ESA Project Company, LLC, dated as of June 25, 2015 (PPA V)
10.80#	Amendment No. 1 to Administrative Services Agreement by and between Registrant and 2015 ESA Project Company, LLC, dated as of August 22, 2016 (PPA V)
10.81#	Amendment No. 1 to Amended and Restated Purchase, Use and Maintenance Agreement by and between Registrant and 2015 ESA Project Company, LLC, dated as of August 10, 2016 (PPA V)
10.82*	Accounts Agreement by and among Registrant, 2013B ESA Project Company, LLC, Silicon Valley Bank and the Bank of New York Mellon, dated as of July 19, 2013 (PPA IIIb)
21.1†	List of Subsidiaries
23.1†	Consent of Independent Registered Public Accounting Firm
23.2†	Consent of Fenwick & West LLP (See Exhibit 5.1)
24.1#	Power of Attorney (see page II-7 to this registration statement)
99.1#	Grant Agreement by and between the Delaware Economic Development Authority and the Registrant, dated March 1, 2012

† To be filed by amendment.

* Confidential treatment requested with respect to portions of this exhibit.

# Previously filed.

(b) Financial Statements Schedules—All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

II-9

Item 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the Securities Act), may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-10

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the                day of             , 2017.

BLOOM ENERGY CORPORATION
By:
	KR Sridhar
	Founder, President, Chief Executive Officer and Director

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints                and                 , and each of them, as his true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him and in his name, place or stead, in any and all capacities, to sign the registration statement filed herewith and any and all amendments to said registration statement (including post-effective amendments and any registration statement for the same offering covered by said registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto), and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her or their substitute or substitutes, may lawfully do or cause to be done hereby by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
KR Sridhar	Founder, President, Chief Executive Officer and Director (Principal Executive Officer)
Randy Furr	Chief Financial Officer (Principal Financial and Accounting Officer)
John Doerr	Director
Colin L. Powell	Director
T.J. Rodgers	Director

II-11

Signature	Title	Date
Scott Sandell	Director
Peter Teti	Director
Eddy Zervigon	Director
Mary K. Bush	Director

II-12

Exhibit Index

Exhibit Number	Description
1.1†	Form of Underwriting Agreement
3.1†	Amended and Restated Certificate of Incorporation of the Registrant, to be effective upon closing of this offering
3.2†	Amended and Restated Bylaws of the Registrant, to be effective upon the closing of this offering
3.3#	Amended and Restated Certificate of Incorporation of the Registrant, as amended and currently in effect
3.4#	Bylaws of the Registrant, as currently in effect
4.1†	Form of Common Stock Certificate of the Registrant
4.2#	Eighth Amended and Restated Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated June 30, 2011
4.3#	Amendment No. 1 to Eighth Amended and Restated Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated December 14, 2015
4.4#	Indenture by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as trustee, dated as of December 15, 2015
4.5#	Form of 6% Convertible Senior Secured PIK Note due 2020 (included in Exhibit 4.4)
4.6#	Security Agreement by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as collateral agent, dated as of December 15, 2015
4.7#	Agreement and Warrant to Purchase Common Stock by and between Keith Daubenspeck and the Registrant, dated June 27, 2014
4.8#	Agreement and Warrant to Purchase Common Stock by and between Dwight Badger and the Registrant, dated June 27, 2014
4.9#	Plain English Warrant Agreement by and between Triplepoint Capital LLC, a Delaware limited liability company, and the Registrant, dated December 31, 2010
4.10#	Amended and Restated Plain English Warrant Agreement by and between Triplepoint Capital LLC, a Delaware limited liability company, and the Registrant, dated December 15, 2011
4.11#	Agreement and Warrant to Purchase Series F Preferred Stock by and between PE12GVVC (US Direct) Ltd. and the Registrant, dated July 1, 2014
4.12#	Agreement and Warrant to Purchase Series F Preferred Stock by and between PE12PXVC (US Direct) Ltd. and the Registrant, dated July 1, 2014
4.13#	Warrant to Purchase Preferred Stock by and between Atel Ventures, Inc., in its capacity as Trustee for its assignee affiliated funds, and the Registrant, dated December 31, 2012
4.14#	Plain English Warrant Agreement by and between Triplepoint Capital LLC, a Delaware limited liability company, and the Registrant, dated September 27, 2012
4.15#	Agreement and Warrant to Purchase Series G Preferred Stock by and between Keith Daubenspeck and the Registrant, dated June 27, 2014
4.16#	Agreement and Warrant to Purchase Series G Preferred Stock by and between Dwight Badger and the Registrant, dated June 27, 2014
4.17#	Amendment No. 2 to Eighth Amended and Restated Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated August 4, 2016

Exhibit Number	Description
4.18#	Amendment No. 3 to Eighth Amended and Restated Registration Rights Agreement by and among the Registrant and certain stockholders of the Registrant, dated September 20, 2016
4.19#	First Supplemental Indenture by and among Registrant, certain guarantor party thereto and U.S. Bank National Association, as trustee, dated as of September 20, 2016
4.20	Indenture by and among the Registrant, certain guarantors party thereto and U.S. Bank National Association, as trustee, dated as of June 29, 2017
4.21	Form of 10% Senior Secured Note due 2024 (included in Exhibit 4.20)
4.22	Security Agreement by and among the Registrant, U.S. Bank National Association, as trustee and U.S. Bank National Association, as collateral agent, dated as of June 29, 2017
5.1†	Opinion of Fenwick & West LLP
10.1†	Form of Indemnification Agreement for directors and executive officers
10.2#	2002 Equity Incentive Plan and form of agreements used thereunder
10.3#	2012 Equity Incentive Plan and form of agreements used thereunder
10.4†	2016 Equity Incentive Plan and form of agreements used thereunder
10.5†	2016 Employee Stock Purchase Plan and form of agreements used thereunder
10.6#	NASA Ames Research Center Enhanced Use Lease dated December 5, 2011 by and between the Registrant and National Aeronautics and Space Administration, as amended as of November 1, 2012, August 25, 2014 and August 17, 2016
10.7#	Standard Industrial Lease dated April 5, 2005 by and between the Registrant and The Realty Associates Fund III, L.P., as amended as of April 22, 2005, January 12, 2010, April 30, 2015 and December 7, 2015
10.8#	Ground Lease by and between 1743 Holdings, LLC and the Registrant dated as of March 2012
10.9#	Offer Letter by and between the Registrant and KR Sridhar, dated April 1, 2002
10.10#	Offer Letter by and between the Registrant and Randy Furr, dated April 9, 2015
10.11#	Offer Letter by and between the Registrant and Susan Brennan, dated October 3, 2013
10.12*#	Second Amended and Restated Limited Liability Company Agreement of Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (PPA II)
10.13*#	Guaranty by the Registrant, dated as of March 16, 2012 (PPA II)
10.14*#	Master Operation and Maintenance Agreement by and between Diamond State Generation Partners, LLC and the Registrant, dated as of April 13, 2012 (PPA II)
10.15#	Equity Contribution Agreement by and among the Registrant, Diamond State Generation Partners, LLC, and Deutsche Bank Trust Company Americas, dated as of March 20, 2013 (PPA II)
10.16*#	Note Purchase Agreement by and between Diamond State Generation Partners, LLC and the Purchasers thereunder, dated as of March 20, 2013 (PPA II)
10.17*#	Master Energy Server Purchase Agreement between the Registrant and Diamond State Generation Partners, LLC, dated as of April 13, 2012 (PPA II)
10.18#	Omnibus First Amendment to MESPA, MOMA and ASA by and among the Registrant, Diamond State Generation Partners, LLC and Diamond State Generation Holdings, LLC, dated as of March 20, 2013 (PPA II)

Exhibit Number	Description
10.19*#	Amended and Restated Operating Agreement of 2014 ESA HoldCo, LLC, dated as of September 24, 2014 (PPA IV)
10.20#	Guaranty by the Registrant, dated as of July 18, 2014 (PPA IV)
10.21*#	Amended and Restated Purchase, Use and Maintenance Agreement by and between the Registrant and 2014 ESA Project Company, LLC, dated as of July 18, 2014 (PPA IV)
10.22*#	Equity Capital Contribution Agreement by and among Clean Technologies 2014, LLC and Exelon Generation Company, LLC, dated as of July 18, 2014 (PPA IV)
10.23*#	First Amendment to Equity Capital Contribution Agreement, dated as of March 16, 2015 (PPA IV)
10.24*#	Amendment No. 2 to Equity Capital Contribution Agreement, dated as of September 30, 2015 (PPA IV)
10.25*#	Note Purchase Agreement by and among 2014 ESA Project Company, LLC and the Purchasers thereunder, dated as of July 18, 2014 (PPA IV)
10.26*#	Amendment No. 1 to Note Purchase Agreement, dated as of March 16, 2015 (PPA IV)
10.27*#	Amendment No. 2 to Note Purchase Agreement, dated as of September 25, 2015 (PPA IV)
10.28*#	Amendment No. 3 to Note Purchase Agreement and Consent, dated as of March 14, 2016 (PPA IV)
10.29*#	Amended and Restated Operating Agreement of 2015 ESA HoldCo, LLC, dated as of June 25, 2015 (PPA V)
10.30#	Guaranty by the Registrant, dated as of June 25, 2015 (PPA V)
10.31*#	(PPA IV) Amended and Restated Purchase, Use and Maintenance Agreement by and between the Registrant and 2015 ESA Project Company, LLC, dated as of June 25, 2015 (PPA V)
10.32*#	Equity Capital Contribution Agreement by and between Clean Technologies 2015, LLC and 2015 ESA InvestCo, LLC, dated as of June 25, 2015 (PPA V)
10.33*#	Amendment No. 1 to Equity Capital Contribution Agreement, dated as of November 19, 2015 (PPA V)
10.34*#	Credit Agreement by and among 2015 ESA Project Company, LLC, the Lenders referred to therein, Crédit Agricole Corporate Investment Bank, Keybank National Association and Silicon Valley Bank, Manufacturers and Traders Trust Company and Mizuho Bank, Ltd., Crédit Agricole Corporate and Investment Bank, and Wilmington Trust, National Association, dated as of June 25, 2015 (PPA V)
10.35*#	Equity Capital Contribution Agreement with respect to Diamond State Generation Holdings, LLC, by and among Clean-Technologies II, LLC, Diamond State Generation Holdings, LLC, Diamond State Generation Partners, LLC, and Mehetia Inc., dated as of March 16, 2012 (PPA II)
10.36*#	First Amendment to the Equity Capital Contribution Agreement with respect to Diamond State Generation Holdings, LLC dated as of April 13, 2012 (PPA II)
10.37*#	Administrative Services Agreement by and between Registrant, Diamond State Generation Holdings, LLC, and Diamond State Generation Partners, LLC, dated as of April 13, 2012 (PPA II)
10.38*#	Depositary Agreement among Diamond State Generation Partners, LLC, Deutsche Bank Trust Company Americas, and Deutsche Bank Trust Company Americas, dated as of March 20, 2013 (PPA II)

Exhibit Number	Description
10.39*#	2012 V PPA Holdco, LLC Second Amended and Restated Operating Agreement, dated as of August 30, 2013 (PPA IIIa)
10.40#	First Amendment to Second Amended and Restated Operating Agreement, dated as of March 28, 2014 (PPA IIIa)
10.41#	Guaranty by the Registrant, dated as of March 28, 2014 (PPA IIIa)
10.42*#	Amended and Restated Master Energy Server Purchase Agreement between Registrant and 2012 V PPA Project Company, LLC dated as of December 21, 2012 (PPA IIIa)
10.43#	First Amendment to Amended and Restated Master Energy Server Purchase Agreement, dated as of March 27, 2013 (PPA IIIa)
10.44*#	Omnibus Amendment to MESPA, MOMA, ASA, REC PSA and Equity Contribution Tri-Party Agreement, dated as of August 30, 2013 (PPA IIIa)
10.45#	Fourth Amendment to Amended and Restated Master Energy Server Purchase Agreement, dated as of March 28, 2014 (PPA IIIa)
10.46*#	Equity Contribution Tri-Party Agreement by and among 2012 V PPA Holdco, LLC, 2012 V PPA Project Company, LLC, and Registrant dated as of December 21, 2012 (PPA IIIa)
10.47*#	Amended and Restated Master Operation and Maintenance Agreement, by and between 2012 V PPA Project Company, LLC and Registrant, dated as of December 21, 2012 (PPA IIIa)
10.48*#	Amended and Restated Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies III, LLC dated as of August 30, 2013 (PPA IIIa)
10.49*#	Administrative Services Agreement by and between Registrant, 2012 V PPA Holdco, LLC and 2012 V PPA Project Company, LLC dated as of December 21, 2012 (PPA IIIa)
10.50*#	Amended and Restated Credit Agreement among 2012 ESA Project Company, LLC, PE12GVVC (BLOOM PPA) LTD., PE12PXVC (BLOOM PPA) LTD., the other Lenders from time to time party hereto, PE12GVVC (BLOOM PPA) LTD., and Deutsche Bank Trust Company Americas, dated as of August 30, 2013 (PPA IIIa)
10.51*#	Consent and First Amendment to Amended and Restated Credit Agreement dated as of March 28, 2014 (PPA IIIa)
10.52*#	Depositary Agreement among 2012 V PPA Project Company, LLC, PE12GVVC (Bloom PPA) LTD., and Deutsche Bank Trust Company Americas dated as of February 21, 2013 (PPA IIIa)
10.53*#	2013 ESA Holdco, LLC Amended and Restated Operating Agreement, dated as of August 2, 2013 (PPA IIIb)
10.54#	First Amendment to Amended and Restated Operating Agreement, dated as of March 28, 2014 (PPA IIIb)
10.55*#	Amended and Restated Guaranty by the Registrant, dated as of August 2, 2013 (PPA IIIb)
10.56*#	Amended and Restated Master Energy Server Purchase and Services Agreement between Registrant and 2013 ESA Project Company, LLC dated as of September 25, 2013 (PPA IIIb)
10.57*#	First Amendment to Amended and Restated Master Energy Server Purchase and Services Agreement, dated as of March 28, 2014 (PPA IIIb)
10.58*#	Second Amendment to Amended and Restated Master Energy Server Purchase and Services Agreement, dated as of July 18, 2014 (PPA IIIb)
10.59*#	Third Amendment to Amended and Restated Master Energy Server Purchase and Services Agreement, dated as of October 24, 2014 (PPA IIIb)

Exhibit Number	Description
10.60*#	Fourth Amendment to Amended and Restated Master Energy Server Purchase and Services Agreement, dated as of May 5, 2015 (PPA IIIb)
10.61*#	Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of August 2, 2013 (PPA IIIb)
10.62*#	First Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of September 25, 2013 (PPA IIIb)
10.63*#	Second Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of March 28, 2014 (PPA IIIb)
10.64*#	Third Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of July 18, 2014 (PPA IIIb)
10.65*#	Fourth Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of October 24, 2014 (PPA IIIb)
10.66*#	Fifth Amendment to Equity Capital Contribution Agreement between Firstar Development, LLC and Clean Technologies 2013B, LLC, dated as of May 5, 2015 (PPA IIIb)
10.67*#	Amended and Restated Administrative Services Agreement by and between Registrant, 2013B ESA Holdco, LLC, and 2013B ESA Project Company, LLC, dated as of September 25, 2013 (PPA IIIb)
10.68#	First Amendment to Amended and Restated Administrative Services Agreement, dated as of March 28, 2014 (PPA IIIb)
10.69*#	Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank dated as of September 25, 2013 (PPA IIIb)
10.70*#	First Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of November 14, 2013 (PPA IIIb)
10.71*#	Second Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of July 18, 2014 (PPA IIIb)
10.72*#	Third Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of October 24, 2014 (PPA IIIb)
10.73*#	Fourth Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of May 5, 2015 (PPA IIIb)
10.74*#	Fifth Amendment to Amended and Restated Credit Agreement by and between 2013B ESA Project Company, LLC and Silicon Valley Bank, dated as of June 22, 2015 (PPA IIIb)
10.75*#	Administrative Services Agreement by and between Registrant, 2014 ESA HoldCo, LLC, and 2014 ESA Project Company, LLC, dated as of July 18, 2014 (PPA IV)
10.76*#	Depositary Agreement among 2014 ESA Project Company, LLC, Deutsche Bank Trust Company Americas, and Deutsche Bank Trust Company Americas, dated as of July 18, 2014 (PPA IV)
10.77*#	Administrative Services Agreement by and between Registrant and 2015 ESA HoldCo, LLC, dated as of June 25, 2015 (PPA V)
10.78*#	Depositary Agreement among 2015 ESA Project Company, Crédit Agricole Corporate and Investment Bank, Wilmington Trust, National Association, and Wilmington Trust, National Association, dated as of June 25, 2015 (PPA V)
10.79*#	Administrative Services Agreement by and between Registrant and 2015 ESA Project Company, LLC, dated as of June 25, 2015 (PPA V)

Exhibit Number	Description
10.80#	Amendment No. 1 to Administrative Services Agreement by and between Registrant and 2015 ESA Project Company, LLC, dated as of August 22, 2016 (PPA V)
10.81#	Amendment No. 1 to Amended and Restated Purchase, Use and Maintenance Agreement by and between Registrant and 2015 ESA Project Company, LLC, dated as of August 10, 2016 (PPA V)
10.82*	Accounts Agreement by and among Registrant, 2013B ESA Project Company, LLC, Silicon Valley Bank and the Bank of New York Mellon, dated as of July 19, 2013 (PPA IIIb)
21.1†	List of Subsidiaries
23.1†	Consent of Independent Registered Public Accounting Firm
23.2†	Consent of Fenwick & West LLP (See Exhibit 5.1)
24.1#	Power of Attorney (see page II-8 to this registration statement)
99.1#	Grant Agreement by and between the Delaware Economic Development Authority and the Registrant, dated March 1, 2012

† To be filed by amendment.

* Confidential treatment requested with respect to portions of this exhibit.

# Previously filed.

EX-4

Exhibit 4.20

BLOOM ENERGY CORPORATION,

as Issuer,

the Guarantor party hereto as of the date hereof

and any Guarantor that becomes party hereto pursuant to Section 4.10 hereof

10% Senior Secured Notes due 2024

INDENTURE

Dated as of June 29, 2017

U.S. BANK NATIONAL ASSOCIATION,

as Trustee and as Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE			1
SECTION 1.01.	Definitions		1
SECTION 1.02.	Other Definitions		41
SECTION 1.03.	Rules of Construction		42
ARTICLE 2 THE SECURITIES			44
SECTION 2.01.	Amount of Securities		44
SECTION 2.02.	Form and Dating		44
SECTION 2.03.	Execution and Authentication		45
SECTION 2.04.	Registrar and Paying Agent		45
SECTION 2.05.	Paying Agent to Hold Money in Trust		46
SECTION 2.06.	Holder Lists		47
SECTION 2.07.	Transfer and Exchange		47
SECTION 2.08.	Replacement Securities		48
SECTION 2.09.	Outstanding Securities		48
SECTION 2.10.	Temporary Securities		49
SECTION 2.11.	Cancellation		49
SECTION 2.12.	Defaulted Interest		49
SECTION 2.13.	CUSIP Numbers, ISINs, etc.		49
SECTION 2.14.	Calculation of Principal Amount of Securities		50
SECTION 2.15.	Statement to Holders		50
ARTICLE 3 REDEMPTION			50
SECTION 3.01.	Redemption		50
SECTION 3.02.	Applicability of Article		50
SECTION 3.03.	Notices to Trustee		50
SECTION 3.04.	Selection of Securities to Be Redeemed		51
SECTION 3.05.	Notice of Optional Redemption		51
SECTION 3.06.	Effect of Notice of Redemption		52
SECTION 3.07.	Deposit of Redemption Price		52
SECTION 3.08.	Securities Redeemed in Part		53
ARTICLE 4 COVENANTS			53
SECTION 4.01.	Payment of Securities		53
SECTION 4.02.	Reports and Other Information		54

i

TABLE OF CONTENTS

(continued)

		Page
SECTION 4.03.	Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock		58
SECTION 4.04.	Limitation on Restricted Payments		65
SECTION 4.05.	Dividend and Other Payment Restrictions Affecting Subsidiaries		71
SECTION 4.06.	Asset Sales		73
SECTION 4.07.	Transactions with Affiliates		77
SECTION 4.08.	Change of Control		79
SECTION 4.09.	Further Instruments and Acts		81
SECTION 4.10.	Future Guarantors		81
SECTION 4.11.	Liens		82
SECTION 4.12.	Liens on Notes Collateral		82
SECTION 4.13.	Administration of the Collection Account		82
SECTION 4.14.	Servicing Agreements and Servicing Payments		85
SECTION 4.15.	Maintenance of Office or Agency		86
SECTION 4.16.	Line of Business		86
SECTION 4.17.	Use of Proceeds		86
SECTION 4.18.	Existence		86
SECTION 4.19.	Rating		86
SECTION 4.20.	Covenant Suspension		87
ARTICLE 5 SUCCESSOR COMPANY			88
SECTION 5.01.	When Issuer May Merge or Transfer Assets		88
SECTION 5.02.	When Guarantors May Merge or Transfer Assets		89
ARTICLE 6 DEFAULTS AND REMEDIES			90
SECTION 6.01.	Events of Default		90
SECTION 6.02.	Acceleration		92
SECTION 6.03.	Other Remedies		94
SECTION 6.04.	Waiver of Past Defaults		94
SECTION 6.05.	Control by Majority		94
SECTION 6.06.	Limitation on Suits		94
SECTION 6.07.	Rights of the Holders to Receive Payment		95

ii

TABLE OF CONTENTS

(continued)

		Page
SECTION 6.08.	Collection Suit by Trustee		95
SECTION 6.09.	Trustee May File Proofs of Claim		95
SECTION 6.10.	Priorities		96
SECTION 6.11.	Undertaking for Costs		96
SECTION 6.12.	Waiver of Stay or Extension Laws		96
SECTION 6.13.	Visitation		96
ARTICLE 7 TRUSTEE			97
SECTION 7.01.	Duties of Trustee		97
SECTION 7.02.	Rights of Trustee		98
SECTION 7.03.	Individual Rights of Trustee		99
SECTION 7.04.	Trustee’s Disclaimer		100
SECTION 7.05.	Notice of Defaults		100
SECTION 7.06.	Compensation and Indemnity		100
SECTION 7.07.	Replacement of Trustee		101
SECTION 7.08.	Successor Trustee by Merger		102
SECTION 7.09.	Eligibility; Disqualification		102
SECTION 7.10.	Preferential Collection of Claims Against the Issuer		102
SECTION 7.11.	Confidential Information		103
ARTICLE 8 DISCHARGE OF INDENTURE; DEFEASANCE			104
SECTION 8.01.	Discharge of Liability on Securities; Defeasance		104
SECTION 8.02.	Conditions to Defeasance		105
SECTION 8.03.	Application of Trust Money		106
SECTION 8.04.	Repayment to Issuer		106
SECTION 8.05.	Indemnity for Government Obligations		107
SECTION 8.06.	Reinstatement		107
ARTICLE 9 AMENDMENTS AND WAIVERS			107
SECTION 9.01.	Without Consent of the Holders		107
SECTION 9.02.	With Consent of the Holders		109
SECTION 9.03.	Revocation and Effect of Consents and Waivers		110
SECTION 9.04.	Notation on or Exchange of Securities		110
SECTION 9.05.	Trustee to Sign Amendments		111

iii

TABLE OF CONTENTS

(continued)

		Page
SECTION 9.06.	Payment for Consent		111
SECTION 9.07.	Additional Voting Terms; Calculation of Principal Amount		111
ARTICLE 10 GUARANTEES			111
SECTION 10.01.	Guarantees		111
SECTION 10.02.	Limitation on Liability		114
SECTION 10.03.	Successors and Assigns		114
SECTION 10.04.	No Waiver		115
SECTION 10.05.	Execution of Supplemental Indenture for Future Guarantors		115
SECTION 10.06.	No Impairment		115
ARTICLE 11 SECURITY DOCUMENTS			115
SECTION 11.01.	Collateral and Security Documents		115
SECTION 11.02.	Recordings and Opinions		116
SECTION 11.03.	Release of Collateral		116
SECTION 11.04.	Permitted Releases Not To Impair Lien		117
SECTION 11.05.	Suits To Protect the Collateral		117
SECTION 11.06.	Authorization of Receipt of Funds by the Trustee Under the Security Documents		118
SECTION 11.07.	Purchaser Protected		118
SECTION 11.08.	Powers Exercisable by Receiver or Trustee		118
SECTION 11.09.	Collateral Agent		118
ARTICLE 12 MISCELLANEOUS			121
SECTION 12.01.	Notices		121
SECTION 12.02.	Certificate and Opinion as to Conditions Precedent		122
SECTION 12.03.	Statements Required in Certificate or Opinion		122
SECTION 12.04.	When Securities Disregarded		123
SECTION 12.05.	Rules by Trustee, Paying Agent and Registrar		123
SECTION 12.06.	Legal Holidays		123
SECTION 12.07.	GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY		123
SECTION 12.08.	No Recourse Against Others		124
SECTION 12.09.	Successors		124

iv

TABLE OF CONTENTS

(continued)

		Page
SECTION 12.10.	Multiple Originals		124
SECTION 12.11.	Table of Contents; Headings		124
SECTION 12.12.	Indenture Controls		124
SECTION 12.13.	Severability		124
SECTION 12.14.	Currency of Account; Conversion of Currency; Currency Exchange Restrictions		124
SECTION 12.15.	Tax Matters.		126
SECTION 12.16.	USA PATRIOT Act		126
SECTION 12.17.	WAIVER OF TRIAL BY JURY		127
SECTION 12.18.	Limited Incorporation of the TIA		127

Appendix A -   Provisions Relating to Securities A-1

EXHIBIT INDEX

Exhibit A	-	Form of Security and Trustee’s Certificate of Authentication	A-1
Exhibit B	-	Form of Transferee Letter of Representation	B-1
Exhibit C	-	Form of Supplemental Indenture	C-1
Exhibit D	-	Form of Confidentiality Agreement	D-1
Exhibit E	-	Payment Subordination Terms	E-1
Exhibit F	-	Form of Calculation Report	F-1

v

INDENTURE dated as of June 29, 2017 among Bloom Energy Corporation, a Delaware corporation with an address at 1299 Orleans Drive, Sunnyvale, California 94089 (the “Issuer”), the Guarantor party hereto as of the date hereof, any other Guarantor that becomes party hereto pursuant to Section 4.10, and U.S. Bank National Association, as trustee (as more fully defined in Section 1.01, the “Trustee”) and as collateral agent (as more fully defined in Section 1.01, the “Collateral Agent”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Issuer’s 10% Senior Secured Notes due 2024 (as more fully defined in Section 1.01, the “Securities”).

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“5% Convertible Notes” means the Issuer’s 5.0% Convertible Senior Secured PIK Notes due 2020 issued prior to the Issue Date and any 5.0% Convertible Senior Secured PIK Notes due 2020 issued after the Issue Date in lieu of any interest payment required to be made thereunder.

“8% Convertible Notes” means the Issuer’s 8% Subordinated Convertible Secured Promissory Notes issued prior to the Issue Date.

“Accredited Investors” means “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D under the Securities Act.

“Acquired Indebtedness” means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged, consolidated or amalgamated with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging, consolidating or amalgamating with or into or becoming a Restricted Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Adjusted EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication, to the extent the same was deducted (or otherwise not included) in calculating Consolidated Net Income:

(1) Consolidated Taxes; plus

(2) Consolidated Interest Expense plus all cash dividend payments (excluding items eliminated in consolidation) on a series of Preferred Stock or

Disqualified Stock of such Person and its Subsidiaries that are Restricted Subsidiaries; plus

(3) Consolidated Non-cash Charges; plus

(4) any expenses, fees or charges related to any issuance of Equity Interests, Investment, Restricted Payment, acquisition, disposition, recapitalization or the incurrence or repayment of Indebtedness permitted to be incurred by this Indenture (including a refinancing thereof) (whether or not successful and including any such transaction consummated prior to the Issue Date), including such fees, expenses or charges related to (i) the offering of the Securities and the Bank Indebtedness and (ii) any amendment or other modification of the Securities or other Indebtedness; plus

(5) extraordinary, unusual, or non-recurring charges or expenses; plus

(6) restructuring charges, reserves or expenses (including any write offs or write downs), carve-out costs, severance costs, integration costs, retention, recruiting, relocation, signing bonuses and expenses, stock option and other equity-based compensation expenses, accruals or reserves (including restructuring costs related to Asset Acquisitions and other Permitted Investments and adjustments to existing reserves), expense relating to enhanced accounting function, the closure and/or consolidation of facilities and existing lines of business and optimization expense (which, for the avoidance of doubt, shall include the costs related to severance or relocation, facility openings or closures, facility consolidations, retention, contract terminations, project start-up costs, costs incurred in connection with an acquisition, acquisition integration costs and excess pension charges); plus

(7) Consolidated Net Income attributable to, or adding to the losses attributable to, the minority equity interests of third parties in any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary of such Person, except to the extent of dividends declared or paid with respect to such period or any prior period on the shares of Capital Stock of such Restricted Subsidiary held by such third parties; plus

(8) any ordinary course dividend, distribution or other payment paid in cash and received from any Person in excess of amounts included in clause (7) of the definition of Consolidated Net Income; plus

(9) any costs or expenses incurred pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of the Issuer or a Restricted Subsidiary or net cash proceeds of an issuance of Equity Interests of the Issuer (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation of the Cumulative Credit; plus

(10) charges, losses, expenses and payments that are covered by indemnification, reimbursement, guaranty, purchase price adjustment or other similar provisions in favor of the Issuer or its Restricted Subsidiaries in any agreement entered

2

into by the Issuer or any of its Restricted Subsidiaries to the extent such expenses and payments have been reimbursed pursuant to the applicable indemnity, guaranty or acquisition agreement in such period (or are reasonably expected to be so paid or reimbursed within one year after the end of such period to the extent not accrued) or an earlier period if not added back to Adjusted EBITDA in such earlier period; plus

(11) Insurance Loss Addbacks; plus

(12) net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment; plus

(13) any net loss from disposed, abandoned, transferred, closed or discontinued operations (excluding held for sale discontinued operations until actually disposed of); plus

(14) the unamortized fees, costs and expenses paid in cash in connection with the repayment of Indebtedness to Persons that are not Affiliates of the Issuer or any of its Restricted Subsidiaries; plus

(15) letter of credit fees; plus

(16) costs associated with, or incurred in anticipation of, or preparation for, compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith and Public Company Costs;

less, without duplication,

(17) only to the extent (and in the same proportion) added in determining Consolidated Net Income for such period and without duplication, non-cash items increasing Consolidated Net Income for such period (excluding the recognition of deferred revenue or any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced Adjusted EBITDA in any prior period and any items for which cash was received in a prior period).

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, for the avoidance of doubt, that the term “Affiliate” in respect of the Issuer shall not include any PPA Company to the extent that the Issuer does not own any Equity Interests in such PPA Company or control such PPA Company.

“Applicable Premium” means, with respect to any Security (or portion thereof) to be redeemed on any Redemption Date, the greater of (x) 1.0% of the amount of principal of such Security to be redeemed and (y) the amount, if any, by which (a) the present value at such Redemption Date of (i) the redemption price of the amount of principal of such Security to be

3

redeemed on the First Call Date (such redemption price being set forth in the table immediately following the second paragraph under Paragraph 5 of the form of Security set forth in Exhibit A), plus (ii) all required interest payments due on the amount of principal of such Security to be redeemed through the First Call Date (excluding accrued but unpaid interest, if any, to the Redemption Date), computed using a discount rate equal to the Treasury Rate in respect of such Redemption Date plus 100 basis points, exceeds (b) the amount of principal of such Security to be redeemed. The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

“Asset Acquisition” means (1) an Investment by the Issuer or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be consolidated, amalgamated or merged with the Issuer or any Restricted Subsidiary or (2) the acquisition by the Issuer or any Restricted Subsidiary of all or substantially all assets of (or all or substantially all of the assets constituting a business unit, division, product line or line of business of) any Person.

“Asset Sale” means:

(1) the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions that are part of a common plan) of property or assets (including by way of a Sale/Leaseback Transaction) of the Issuer or any Restricted Subsidiary of the Issuer outside the ordinary course of business (each referred to in this definition as a “disposition”); or

(2) the issuance or sale of Equity Interests (other than directors’ qualifying shares and shares issued to foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary of the Issuer or Preferred Stock of a Subsidiary issued in compliance with Section 4.03) (whether in a single transaction or a series of related transactions),

in each case other than:

(a) a disposition of (i) Cash Equivalents or Investment Grade Securities, (ii) obsolete, damaged or worn-out or surplus property or equipment or assets in the ordinary course of business (including the abandonment or other disposition of Intellectual Property that is, in the reasonable judgment of the Issuer, no longer economically practicable or commercially reasonable to maintain or useful in any material respect, taken as a whole, in the conduct of the business of the Issuer and its Restricted Subsidiaries taken as a whole), (iii) Inventory (as defined in the Uniform Commercial Code), property or goods (or other assets) held for sale in the ordinary course of business (including dispositions of Inventory to any PPA Company, leasing company, or financing company) or (iv) equipment, property or other assets as part of a trade-in for replacement equipment;

4

(b) the disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, in a manner permitted pursuant to Section 5.01 or any disposition that constitutes a Change of Control;

(c) any Restricted Payment that is permitted to be made, and is made, under Section 4.04 or any Permitted Investment;

(d) any disposition of property or assets of the Issuer or any Restricted Subsidiary or issuance or sale of Equity Interests of any Restricted Subsidiary, which assets or Equity Interests so disposed or issued have an aggregate Fair Market Value (as determined in good faith by the Issuer) of less than $5,000,000;

(e) any disposition of property or assets, or the issuance of securities, by a Restricted Subsidiary of the Issuer to the Issuer or by the Issuer or a Restricted Subsidiary of the Issuer to a Restricted Subsidiary of the Issuer (or to an entity that contemporaneously therewith becomes a Restricted Subsidiary);

(f) any exchange of property or assets (including a combination of assets, property and Cash Equivalents) (other than Intellectual Property) for property or assets related to a Permitted Business of comparable or greater market value or usefulness to the business of the Issuer and its Restricted Subsidiaries as a whole, as determined in good faith by the Issuer, which in the event of an exchange of property or assets with a Fair Market Value in excess of $1,000,000 shall be evidenced by an Officer’s Certificate;

(g) foreclosures, condemnations, seizures or any similar action on, or any loss, destruction, or damage of, property or assets of the Issuer or any of its Restricted Subsidiaries;

(h) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;

(i) the lease, assignment or sublease of any real or personal property in the ordinary course of business;

(j) any license, sublicense, cross-license, collaboration agreement, strategic alliance or similar arrangement providing for the licensing of Intellectual Property or the development or commercialization of Intellectual Property that, at the time of such license, sublicense, cross-license, collaboration agreement, strategic alliance or similar arrangement, does not materially and adversely affect the Issuer’s business or condition (financial or otherwise), immediately prior to the granting of such license, sublicense, strategic alliance or similar agreement;

(k) any surrender or waiver of contract rights or the settlement of, release of, recovery on or surrender of contract, tort or other claims of any kind;

(l) any swap of assets, or lease, assignment or sublease of any real or personal property, in each case, other than Intellectual Property, in exchange for services (including in connection with any outsourcing arrangements) of comparable or greater

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value or usefulness to the business of the Issuer and its Restricted Subsidiaries taken as a whole, as determined in good faith by the Issuer;

(m) any financing transaction with respect to (i) the Delaware Property, including any sale or other disposition of the Delaware Property in connection with a Sale/Leaseback Transaction or (ii) property built or acquired by the Issuer or any of its Restricted Subsidiaries after the Issue Date, including any Sale/Leaseback Transaction, permitted by this Indenture, so long as any net cash proceeds from such Sale/Leaseback Transaction or other financing transaction (other than a Sale/Leaseback Transaction or other financing transaction entered into within 180 days of the acquisition of such property) are treated as Net Proceeds of an Asset Sale under this Indenture;

(n) the creation, incurrence and disposition of Permitted Liens;

(o) any disposition of Capital Stock of any Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Issuer or a Restricted Subsidiary of the Issuer) from whom such Restricted Subsidiary was acquired or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;

(p) (i) dispositions or discounting of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements and

(ii) the settlement, write-off, discount, forgiveness, or cancellation of any Indebtedness owing by any present or former consultants, directors, officers or employees of the Issuer or any of its Subsidiaries or any of their successors or assigns;

(q) the issuance of Disqualified Stock pursuant to Section 4.03;

(r) the transfer, sale or other disposition resulting from any involuntary loss of title or damage to, involuntary loss or destruction of, or condemnation or other taking of, any property or assets of the Issuer or any Restricted Subsidiary;

(s) the transfer of improvements, additions or alterations in connection with the lease of any property;

(t) the unwinding of any Hedging Obligations or obligations in respect of Cash Management Services; and

(u) the sale, lease, conveyance or other disposition of Receivables Program Assets, or participations or interests therein, or other transactions in connection with any Receivables Program.

“Bank Indebtedness” means any and all amounts payable under or in respect of any Credit Agreement and the other Credit Agreement Documents, as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time (including after termination of such Credit Agreement), including principal,

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premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect thereof.

“Bloom Energy Server” means the Issuer’s energy servers or similar products or platforms branded as a “Bloom Energy Server”.

“Board of Directors” means, as to any Person, the board of directors, board of managers or similar governing body, as applicable, of such Person (or, if such Person is a partnership, the board of directors or other governing body of the general partner of such Person) or any duly authorized committee thereof. References in this Indenture to directors (on a Board of Directors) shall also be deemed to refer to managers (on a Board of Managers).

“Business Day” means a day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York or the place of payment on the Securities is authorized or required by law or executive order to close or be closed.

“Capital Stock” means:

(1) in the case of a corporation or company, corporate stock or shares;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) and membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person;

in each case to the extent treated as equity in accordance with GAAP and excluding any debt securities convertible into any of the foregoing, cash or any combination thereof.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided, that all leases of a Person that are or would be characterized as operating leases in accordance with GAAP immediately prior to the Issue Date (without giving effect to ASU No. 2016-02, Leases (Topic 842)), whether or not such operating leases were in effect on such date, shall continue to be accounted for as operating leases (and not capital leases) for purposes of this Indenture (other than for purposes of preparing any reports or financial statements required pursuant to Section 4.02) regardless of any change in GAAP or the application of GAAP by the Issuer following the Issue Date that would otherwise require such leases to be recharacterized as capital leases; provided, further, that the term “Capitalized Lease

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Obligation” shall not include any obligations in respect of property leased in connection with financing vehicles entered into by the Issuer and any Restricted Subsidiaries in connection with commercial transactions with customers that would otherwise be classified as capital leases so long as such obligations are non-recourse to the Issuer and any Restricted Subsidiaries.

“Cash Contribution Amount” means the aggregate amount of cash contributions made to the capital of the Issuer used for purposes of calculating the amount of Indebtedness that may be Incurred as “Contribution Indebtedness” as described in the definition of “Contribution Indebtedness”; provided that such cash contributions shall cease to be treated as the Cash Contribution Amount to the extent the related Contribution Indebtedness has been reclassified in accordance with Section 4.03.

“Cash Equivalents” means:

(1) U.S. Dollars, Canadian dollars, pounds sterling, euros or the national currency of any member state in the European Union, or any other currencies held from time to time in the ordinary course of business;

(2) securities issued or directly and fully guaranteed or insured by the U.S. government, Canada, the United Kingdom or any country that is a member of the European Union or any agency or instrumentality thereof, in each case maturing not more than two years from the date of acquisition;

(3) certificates of deposit, demand deposits, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $250,000,000 and whose long-term debt is rated “A” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;

(5) commercial paper issued by a Person (other than an Affiliate of the Issuer) rated at least “A-1” or the equivalent thereof by Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized rating agency), and in each case maturing within one year after the date of acquisition;

(6) marketable short-term money market and similar securities having a rating of at least “A-2” or the equivalent thereof by Moody’s or S&P, respectively (or reasonably equivalent ratings of another internationally recognized rating agency) and in each case maturing within two years after the date of acquisition;

(7) readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent

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ratings of another internationally recognized rating agency), in each case with maturities not exceeding two years from the date of acquisition;

(8) Indebtedness issued by Persons (other than an Affiliate of the Issuer) with a rating of “A” or higher from S&P or “A-2” or higher from Moody’s (or reasonably equivalent ratings of another internationally recognized rating agency), in each case with maturities not exceeding two years from the date of acquisition;

(9) investment funds investing at least 95% of their assets in securities of the types described in clauses (1) through (8) above;

(10) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s;

(11) time deposits, certificates of deposit and money market deposits not otherwise permitted hereby in an aggregate face amount not in excess of 0.5% of the Total Assets of the Issuer and its Restricted Subsidiaries as of the end of the Issuer’s most recently completed fiscal year;

(12) substantially similar Investments, of comparable credit quality, denominated in the currency of any jurisdiction in which the Issuer or any of its Restricted Subsidiaries conduct business; and

(13) Investments that are consistent with the investment policy of the Issuer that has been adopted by the Issuer’s Board of Directors as in effect on the Issue Date, together with any amendments thereto.

“Cash Management Agreement” means any agreement or arrangement to provide Cash Management Services.

“Cash Management Services” means any one or more of the following types of services or facilities: (i) commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payables services, or electronic funds transfer services, (ii) treasury management services (including controlled disbursement, overdraft automatic clearing house fund transfer services, return items, and interstate depository network services), (iii) any other demand deposit or operating account relationships or other cash management services, and (iv) other services related, ancillary or complementary to the foregoing.

“Change of Control” means the occurrence of any of the following events:

(i) any combination transaction in which the stockholders of the Issuer immediately prior to such combination transaction own less than 50% of the voting power of the surviving or successor entity (or its parent, as applicable) immediately after such combination transaction;

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(ii) any transaction or series of related transactions to which the Issuer is a party in which more than 50% of the Issuer’s voting power is transferred;

(iii) any sale, lease or other disposition of all or substantially all of the assets of the Issuer and its Restricted Subsidiaries taken as a whole other than to a Restricted Subsidiary; or

(iv) the adoption of a plan by the Issuer’s shareholders relating to the Issuer’s dissolution or liquidation in accordance with the Issuer’s organizational documents.

Notwithstanding the foregoing, no transaction or series of related transactions principally for bona fide equity financing purposes in which cash is received by the Issuer or indebtedness of the Issuer is cancelled or converted, or a combination thereof, or the transfer by any stockholder of shares of the Issuer’s capital stock to any third party in a transaction or series of related transactions to which the Issuer is not a party, shall be deemed a Change of Control.

“Code” means the United States Internal Revenue Code of 1986, as amended. “Collateral Agent” means U.S. Bank National Association in its capacity as

“Collateral Agent” under this Indenture and under the Security Documents and any successor thereto in such capacity.

“Confidentiality Agreement” means a confidentiality agreement substantially in the form of Exhibit D.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted and not added back in computing Consolidated Net Income (including (a) amortization of original issue discount, (b) the interest component of Capitalized Lease Obligations, (c) net payments pursuant to Hedging Obligations (including amortization of fees), (d) amortization of deferred financing fees, (e) debt discount and debt issuance costs (including commitment fees), commissions, fees and expenses, (f) non-cash interest expense, (g) all commissions, discounts and other fees and charges owed with respect to letters of credit, bank guarantees, bankers acceptances or similar instruments and (h) expensing of any bridge, commitment or other financing fees); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; minus

(3) interest income for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

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“Consolidated Leverage Ratio” means, with respect to any Person, at any date (the “Consolidated Leverage Calculation Date”), the ratio of (i) Indebtedness of such Person and its Restricted Subsidiaries as of the Consolidated Leverage Calculation Date (determined on a consolidated basis in accordance with GAAP) less the amount of Cash Equivalents in excess of any Restricted Cash that is stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such Consolidated Leverage Calculation Date to (ii) Adjusted EBITDA of such Person for the most recent four full fiscal quarters ended on the last day of the most recent fiscal quarter for which internal financial statements are available immediately preceding such Consolidated Leverage Calculation Date. In the event that the Issuer or any of its Restricted Subsidiaries Incurs, repays, repurchases, defeases or redeems any Indebtedness subsequent to such last day but prior to the Consolidated Leverage Calculation Date, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase, defeasance or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect pursuant to an Officer’s Certificate delivered to the Trustee to treat all or any portion of the commitment under any agreement evidencing Indebtedness as being Incurred on the first day of the applicable four-quarter measurement period, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time; provided, further, that any Cash Equivalent proceeds received in connection with or as a result of such Incurrence or other transaction for which the Consolidated Leverage Ratio is being calculated shall not be subtracted from Indebtedness for purposes of calculating the Consolidated Leverage Ratio.

For purposes of making the computation referred to above, Asset Sales or Asset Acquisitions, in each case, in an amount in excess of $50,000,000 per transaction, that the Issuer or any of its Restricted Subsidiaries has determined to make or made during the applicable four- quarter measurement period or subsequent to such measurement period and on or prior to or simultaneously with the Consolidated Leverage Calculation Date shall be calculated on a pro forma basis assuming that all such Asset Sales and Asset Acquisitions (and the change of any associated Indebtedness and the change in Adjusted EBITDA resulting therefrom) had occurred on the first day of the applicable four-quarter measurement period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period shall have made any Asset Sale or Asset Acquisition, in each case, in an amount in excess of $50,000,000 and with respect to a business, a division or an operating unit of a business, as applicable, that would have required adjustment pursuant to this definition, then the Consolidated Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Asset Sale or Asset Acquisition had occurred on the first day of the applicable four-quarter measurement period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations shall be (x) made in good faith by a responsible financial or accounting officer of the Issuer (and may include, for the avoidance of doubt, cost savings and operating expense reductions resulting from such Asset Sale or Asset Acquisition which is being given pro forma effect that have been or are expected to be realized within twelve (12) months after the date of such Asset Sale or Asset Acquisition as the result of specified actions taken or to be taken within six (6) months after such date) and (y) after consummation of a Qualified IPO, determined in accordance with Regulation S-X.

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For purposes of this definition, any amount in a currency other than U.S. Dollars will be converted to U.S. Dollars based on the average exchange rate for such currency for the most recent four full fiscal quarters immediately prior to the date of determination in a manner consistent with that used in calculating Adjusted EBITDA for the applicable period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis; provided, however, that:

(1) any after-tax effect of (a) extraordinary, non-recurring or unusual gains or losses (including all fees and expenses relating thereto), (b) any facility shutdown expenses, severance (including payroll, retention bonus and benefit expense relating to employees who have been notified they are being severed, following such notification), relocation costs, restructuring-related consulting and travel costs, and curtailments or modifications to pension and post-retirement employee benefit plans and (c) any other amounts (in an amount not to exceed $1,000,000 in any four fiscal quarter reference period) recorded in the “Restructuring and other charges, net” line item (or other similar line item) of such Person’s consolidated statement of operations for such period prepared in accordance with GAAP, shall be excluded;

(2) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such Person and such Subsidiaries) in amounts required or permitted by GAAP, resulting from the application of purchase accounting in relation to any consummated acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

(3) the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(4) any net after-tax income or loss from disposed, abandoned, transferred, closed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned, transferred, closed or discontinued operations shall be excluded;

(5) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Issuer) shall be excluded;

(6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, and any unrealized gains and losses relating to Hedging Obligations or other derivative instruments, shall be excluded;

(7) the Net Income for such period of any Person that is not a Subsidiary of such Person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

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(8) solely for the purpose of determining the amount available for Restricted Payments under clause (1) of the definition of “Cumulative Credit”, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of its Net Income is not at the date of determination with respect to such Restricted Payment permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders or equityholders, unless such restrictions with respect to the payment of dividends or similar distributions have been legally waived; provided that the Consolidated Net Income of such Person shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or converted into cash) by any such Restricted Subsidiary to such Person, to the extent not already included therein;

(9) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(10) any non-cash expense realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded;

(11) any one-time non-cash compensation charges shall be excluded;

(12) accruals and reserves that are established or adjusted within 12 months after the Issue Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded;

(13) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretations shall be excluded;

(14) any currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from Hedging Obligations, shall be excluded;

(15) solely for the purposes of calculating Restricted Payments, if positive, any permanent difference (but excluding, for the avoidance of doubt, any temporary difference the Issuer reasonably expects to be paid in cash in any future tax period) of (A) the Consolidated Taxes of the Issuer calculated in accordance with GAAP over (B) the actual Consolidated Taxes paid in cash by the Issuer during such period shall be excluded;

(16) any non-cash interest expense and beneficial conversion features resulting from the application of Accounting Standards Codification Topic 470-20 “Debt — Debt With Conversion and Other Options” shall be excluded;

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(17) to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (a) not denied by the applicable carrier in writing and (b) in fact reimbursed within 365 days of the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within 365 days), such loss or expense amounts as are so reimbursed, or reimbursable, by insurance providers in respect of liability or casualty events or business interruption shall be excluded;

(18) to the extent covered by fees, costs, expenses and losses that are, or (without duplication) are required to be, covered by contractual indemnities, guaranty obligations, purchase price adjustments, insurance policies or other contractual reimbursement obligations of third parties, to the extent actually indemnified or reimbursed or with respect to which the Issuer has determined that a reasonable basis exists for indemnification or reimbursement, but only to the extent that such amount is actually indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period of any amount so added back to the extent not so indemnified or reimbursed within such 365 days), shall be excluded;

(19) the effects of adjustments in property and equipment, inventory, software and other intangible assets, revenue and cost of revenue line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of business combination or asset acquisition accounting, shall be excluded;

(20) any fees, costs, expenses and contingent payments incurred during such period, or any amortization or fair value adjustments thereof for such period (including non-cash accretion of deferred or contingent purchase price of an acquisition), in connection with any acquisition, Investment, Asset Sale, intellectual property collaboration agreement in the nature of an asset purchase, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Issue Date and any such transaction undertaken but not completed) and any charges or non- recurring merger costs incurred during such period as a result of any such transaction, shall be excluded; and

(21) Consolidated Net Income shall be calculated to give effect to adjustments to revenues and cost of goods sold to remove ratable revenue recognition in connection with financing arrangements.

In calculating the after-tax effect of any item set forth above that is being excluded from Consolidated Net Income, such after-tax effects shall be calculated only after taking into account any cash tax effect.

Notwithstanding the foregoing, for the purpose of Section 4.04 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries of the Issuer or a Restricted Subsidiary of the Issuer to the extent such dividends, repayments or transfers increase the amount of Restricted

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Payments permitted under Section 4.04 pursuant to clauses (5) and (6) of the definition of “Cumulative Credit”.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash items, expenses or charges of such Person and its Restricted Subsidiaries reducing Consolidated Net Income of such Person for such period on a consolidated basis and otherwise determined in accordance with GAAP, but excluding any such charge to the extent it consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period.

“Consolidated Taxes” means, with respect to any Person for any period, the provision for taxes for such Person and its Restricted Subsidiaries based on income, profits or capital, including U.S. federal, state, franchise, property and similar taxes and foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) utilized in computing Consolidated Net Income.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds:

(a) for the purchase or payment of any such primary obligation; or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

Notwithstanding the foregoing, the term Contingent Obligations shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) customary indemnification obligations.

“Contribution Indebtedness” means Indebtedness of the Issuer or any Restricted Subsidiary and Preferred Stock of any Restricted Subsidiary in an aggregate principal amount not greater than the aggregate amount of cash contributions (other than Excluded Contributions) made to the capital of the Issuer or such Restricted Subsidiary after the Issue Date; provided that:

(1) such cash contributions have not been used to make a Restricted Payment or a Permitted Investment in any Person other than the Issuer or a Restricted Subsidiary; and

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(2) such Contribution Indebtedness (a) is Incurred within 360 days after the making of such cash contributions and (b) is so designated as Contribution Indebtedness pursuant to an Officer’s Certificate on the Incurrence date thereof.

“Convertible Indebtedness” means unsecured Indebtedness of the Issuer that is convertible into shares of common stock of the Issuer (or other securities or property following a merger event or other change of the common stock of the Issuer) (and cash in lieu of fractional shares), cash (in an amount determined by reference to the price of such common stock or such other securities) or a combination thereof.

“Corporate Trust Office” means the address of the Trustee specified in Section 12.1 or such other address as to which the Trustee may give notice to the Holders and the Issuer.

“Credit Agreement” means (i) any revolving credit facility, term loan, receivables or inventory financing facility, line of credit or other Indebtedness or similar agreements, as amended, restated, supplemented, waived, replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including any agreement or instrument extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or instrument or any successor or replacement agreement or agreements or instrument or instruments or increasing the amount loaned or issued thereunder or altering the maturity thereof and (ii) whether or not the agreements or instruments referred to in clause (i) remain outstanding, one or more (A) debt facilities, commercial paper facilities or other financing arrangements, providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables), letters of credit or other long-term indebtedness, or (B) debt securities, notes, debentures, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances or similar instruments), in each case, with the same or different borrowers or issuers and, in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, replaced or refunded in whole or in part from time to time.

“Credit Agreement Documents” means any Credit Agreement, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, and any other agreements, documents or instruments entered into in connection with any Credit Agreement, in each case, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time.

“Cumulative Credit” means the sum of (without duplication):

(1) 50% of the Consolidated Net Income for the period (taken as one accounting period, the “Reference Period”) from July 1, 2017 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, in the case such Consolidated Net Income for such Reference Period is a deficit, minus 100% of such deficit); plus

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(2) 100% of the aggregate net proceeds, including cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash, received by the Issuer after July 1, 2017 from the issue or sale of Equity Interests of the Issuer (excluding Refunding Interests, Designated Preferred Stock, Excluded Contributions, Disqualified Stock and the Cash Contribution Amount), including Equity Interests issued upon conversion of Indebtedness or Disqualified Stock or upon exercise of warrants or options (other than an issuance or sale to a Restricted Subsidiary of the Issuer or to an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries); plus

(3) 100% of the aggregate amount of contributions to the capital of the Issuer received in cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash after the Issue Date (other than Excluded Contributions); plus

(4) the principal amount of any Indebtedness, or the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock of the Issuer or any Restricted Subsidiary thereof issued after the Issue Date (other than Indebtedness or Disqualified Stock issued to a Restricted Subsidiary) that has been converted into or exchanged for Equity Interests in the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer (provided in the case of any such parent, such Indebtedness or Disqualified Stock is retired or extinguished); plus

(5) 100% of the aggregate amount received by the Issuer or any Restricted Subsidiary after the Issue Date in cash and the Fair Market Value (as determined in good faith by the Issuer) of property other than cash received by the Issuer or any Restricted Subsidiary after the Issue Date from:

(A) the sale or other disposition (other than to the Issuer or a Restricted Subsidiary of the Issuer) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries by any Person (other than the Issuer or any of its Restricted Subsidiaries) and from repayments of loans or advances, and releases of guarantees, that constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (vii) or (x) of Section 4.04(b));

(B) the sale (other than to the Issuer or a Restricted Subsidiary of the Issuer) of the Capital Stock of an Unrestricted Subsidiary; or

(C) a distribution or dividend from an Unrestricted Subsidiary; plus

(6) in the event any Unrestricted Subsidiary of the Issuer has been redesignated as a Restricted Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer, the Fair Market Value (as determined in good faith by the Issuer) of the Investment of the Issuer or a Restricted Subsidiary in such Unrestricted

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Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), after taking into account any Indebtedness associated with the Unrestricted Subsidiary so designated or combined or any Indebtedness associated with the assets so transferred or conveyed (other than in each case to the extent that the Investment in such Unrestricted Subsidiary was made pursuant to clause (vii) or (x) of Section 4.04(b) or constituted a Permitted Investment), which Fair Market Value shall not exceed the amount invested in such Unrestricted Subsidiary by the Issuer and its Restricted Subsidiaries.

“Default” means any event that is, or after notice or passage of time or both would be, an Event of Default.

“Delaware Property” means the land, building and other improvements located at 200 Christina Parkway, Newark, Delaware 19713 and subject to that certain Ground Lease by and between 1743 Holdings, LLC, and Diamond State Generation Partners, LLC, as tenant.

“Designated Non-cash Consideration” means the Fair Market Value (as determined in good faith by the Issuer) of non-cash consideration received by the Issuer or its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non- cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any direct or indirect parent of the Issuer, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Issuer or any of its Subsidiaries or an employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate, on the issuance date thereof.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable), or upon the happening of any event:

(1) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Capital Stock (as determined in good faith by the Issuer) than the provisions of Sections 4.06 and 4.08 (as applicable) and any purchase requirement triggered thereby may not become operative until after compliance with the provisions of Sections 4.06 and 4.08 (as applicable) (including the purchase of any Securities tendered pursuant thereto));

(2) is convertible or exchangeable for Indebtedness or Disqualified Stock of such Person; or

(3) is redeemable at the option of the holder thereof, in whole or in part (other than solely as a result of a change of control or asset sale),

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in each case prior to 91 days after the earlier of the Stated Maturity of the Securities and the date the Securities are no longer outstanding; provided, however, that only the portion of Capital Stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; provided, further, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any Convertible Indebtedness, the 5% Convertible Notes, the 8% Convertible Notes, and Permitted Bond Hedge Transactions).

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Excluded Contributions” means the Cash Equivalents or other assets (valued at their Fair Market Value as determined in good faith by the Issuer) received by the Issuer after the Issue Date from:

(1) contributions to its common equity capital; and

(2) the sale (other than to a Subsidiary of the Issuer or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an Officer’s Certificate on or after the date such capital contributions are made or the date such Capital Stock is sold, as the case may be.

“Fair Market Value” means, with respect to any asset or property, the price (after taking into account any liabilities related to such asset or property) that could be negotiated in an arm’s-length transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction.

“Financial Officer” of any Person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such Person.

“First Amortization Date” means, with respect to any security or Indebtedness, the date specified in such security or document governing such Indebtedness as the fixed date on which the first payment of principal of such security is due and payable.

“Fitch” means Fitch, Inc. or any successor to the rating agency business thereof.

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“Foreign Subsidiary” means, with respect to any Person, (a) any direct or indirect Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof or the District of Columbia and is a “controlled foreign corporation” within the meaning of Section 957 of the Code, (b) any direct or indirect Subsidiary of such Person if substantially all of its assets consists of Capital Stock of one or more direct or indirect Subsidiaries described in clause (a) of this definition or of such Capital Stock and intercompany obligations of such Subsidiaries described in clause (a) of this definition or (c) any Subsidiary of a Subsidiary described in clause (a) or (b) of this definition.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession. Notwithstanding any other provision in this Indenture, the amount of any Indebtedness with respect to any Capitalized Lease Obligation shall be determined in accordance with the definition of Capitalized Lease Obligation.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“guarantee” means a guarantee or other provision of credit support (other than by endorsement of negotiable instruments for collection in the ordinary course of business and customary indemnity obligations), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations, including by providing security therefor or by becoming a co-obligor with respect thereto. The term “guarantee”, when used as a verb, shall mean to provide a guarantee.

“Guarantee” means any guarantee of the obligations of the Issuer under this Indenture and the Securities by any Person in accordance with the provisions of this Indenture.

“Guarantor” means any Subsidiary of the Issuer party to this Indenture on the Issue Date as a guarantor and any other Person that Incurs a Guarantee pursuant to Section 4.10; provided, however, that upon the release or discharge of such Person from its Guarantee in accordance with this Indenture, such Person ceases to be a Guarantor.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

(1) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements; and

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(2) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices or to otherwise manage interest rate risk or currency exchange risk.

“Holder” means the Person in whose name a Security is registered on the Registrar’s books.

“Immaterial Subsidiary” means any Subsidiary of the Issuer (i) whose total assets as of any date of determination are less than $100,000 and whose total revenues for the most recently ended twelve-month period are less than $50,000 and (ii) who is formed for the purpose of (A) bidding on potential transactions and, if secured, financing, developing and/or operating such transactions in a fashion similar to the Issuer’s power purchase agreement program or (B) bidding on awards under federal, state or local incentive programs and passing the benefits of such programs on to the Issuer or the owner or offtaker of the applicable fuel cell assets.

“Incur” means issue, assume, guarantee, incur or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Person at the time it becomes a Subsidiary; and “Incurrence” has a correlative meaning.

“Indebtedness” means, with respect to any Person:

(1) the principal and premium (if any) of any indebtedness of such Person, whether or not contingent, (a) in respect of borrowed money, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof), (c) representing the deferred and unpaid purchase price of any property (except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor Incurred in the ordinary course of business and (ii) any liabilities accrued in the ordinary course of business), which purchase price is due more than six months after the date of placing the property in service or taking delivery and title thereto, (d) in respect of Capitalized Lease Obligations or (e) representing any Hedging Obligations, if and to the extent that any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(2) to the extent not otherwise included, any obligation of such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person (other than by endorsement of negotiable instruments for collection in the ordinary course of business); and

(3) to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person (whether or not such Indebtedness is assumed by such Person); provided, however, that the amount of such Indebtedness will be the lesser of: (a) the Fair Market Value (as determined in good faith by the Issuer)

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of such asset at such date of determination; and (b) the amount of such Indebtedness of such other Person;

provided, however, that notwithstanding the foregoing, Indebtedness shall be deemed not to include: (1) Contingent Obligations incurred in the ordinary course of business and not in respect of borrowed money; (2) deferred or prepaid revenues; (3) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller; (4) any earn-out obligations, purchase price adjustments, deferred purchase money amounts, milestone or bonus payments (whether performance or time-based), and royalty, licensing, revenue or profit sharing arrangements, in each case, characterized as such and arising expressly out of purchase and sale contracts, development arrangements or licensing arrangements; (5) any obligations in respect of a lease property classified as an operating lease in accordance with GAAP (without giving effect to ASU No. 2016-02, Leases (Topic 842)); (6) any liability for federal, state, local or other taxes; (7) any customer deposits or advance payments received in the ordinary course of business; or (8) any derivative liabilities or warrant liabilities.

The amount of Indebtedness of any Person will be deemed to be:

(A) with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation;

(B) with respect to Indebtedness secured by a Lien on an asset of such Person but not otherwise the obligation, contingent or otherwise, of such Person, the lesser of (x) the fair market value of such asset on the date the Lien attached and (y) the amount of such Indebtedness;

(C) with respect to any Indebtedness issued with original issue discount, the face amount of such Indebtedness less the remaining unamortized portion of the original issue discount of such Indebtedness;

(D) with respect to any Hedging Obligations, the net amount payable of such Hedging Obligation;

(E) with respect to any capital lease, the Capitalized Lease Obligations in respect thereof; and

(F) otherwise, the outstanding principal amount thereof.

Notwithstanding anything in this Indenture to the contrary, Indebtedness shall not include, and shall be calculated without giving effect to, the effects of Accounting Standards Codification section 815 and related interpretations to the extent such effects would otherwise increase or decrease the amount of Indebtedness deemed outstanding for purposes of this Indenture (so that such outstanding amount differs from the principal amount of such Indebtedness payable at maturity) as a result of accounting for any embedded derivatives created by the terms of such Indebtedness; and any such amounts that would have constituted Indebtedness under this Indenture but for the application of this sentence shall not be deemed an Incurrence of Indebtedness under this Indenture.

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“Indenture” means this Indenture, as amended, restated or supplemented from time to time.

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm or consultant, in each case of recognized standing in the United States, that is, in the good faith determination of the Issuer, qualified to perform the task for which it has been engaged.

“Initial Public Offering” means the first firmly underwritten registered public offering of common stock of the Issuer after which the common stock of the Issuer is listed for trading or quoted on the New York Stock Exchange, The NASDAQ Global Select Market or the NASDAQ Global Market (or any of their respective successors).

“Insurance Loss Addback” shall mean, with respect to any calculation period, the amount of any loss, costs or expenses incurred during such period for which there is insurance, indemnity or reimbursement coverage and for which a related insurance, indemnity or reimbursement recovery is not recorded in accordance with GAAP, but for which such insurance, indemnity or reimbursement recovery is reasonably expected to be received by the Issuer or any of its Restricted Subsidiaries in a subsequent calculation period and within one year of the date of the underlying loss.

“Intellectual Property” means, with respect to any Person, all patents, patent applications and like protections, including improvements, divisions, continuation, renewals, reissues, extensions and continuations in part of the same, trademarks, trade names, trade styles, trade dress, service marks, logos and other business identifiers and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of such Person connected with and symbolized thereby, copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative works, whether published or unpublished, technology, know-how and processes, operating manuals, trade secrets, computer hardware and software, rights to unpatented inventions and all applications and licenses therefor, used in or necessary for the conduct of business by such Person and all claims for damages by way of any past, present or future infringement of any of the foregoing.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent) by S&P or an equivalent rating by any other Required Rating Agency.

“Investment Grade Securities” means:

(1) securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2) securities that have a rating equal to or higher than “Baa3” (or equivalent) by Moody’s or “BBB-” (or equivalent) by S&P, or an equivalent rating by any other Rating Agency, but excluding any debt securities or loans or advances between and among the Issuer and its Subsidiaries;

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(3) investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2), which fund may also hold immaterial amounts of cash pending investment or distribution; and

(4) corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit and advances to customers and commission, travel and similar advances to officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. Except as otherwise provided in this Indenture, the outstanding amount of any Investment shall be deemed to be the initial cost of such Investment when made, purchased or acquired (without giving effect to any adjustments for subsequent increases or decreases in value), but giving effect to any repayments, interest, returns, profits, dividends, distributions, proceeds, fees, income and other amounts actually received by the Issuer or any Restricted Subsidiary of the Issuer in respect of such Investment. For purposes of the definition of “Unrestricted Subsidiary” and Section 4.04:

(1) “Investments” shall include the portion (proportionate to the Issuer’s equity interest in such Subsidiary) of the Fair Market Value (as determined in good faith by the Issuer) of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary or ceases to be a Subsidiary (to the extent the Issuer retains an Investment in such Person); and

(2) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value (as determined in good faith by the Issuer) at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Issuer.

“IRS” means the U.S. Internal Revenue Service. “Issue Date” means June 29, 2017.

“Issuer” has the meaning set forth in the preamble hereof but, for the avoidance of doubt, shall not include any of its Subsidiaries.

“KBRA” means Kroll Bond Rating Agency, Inc. or any successor to the rating agency business thereof.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other

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title retention agreement, any lease in the nature thereof, any option or other agreement to sell, or give a security interest in, such asset and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes of any jurisdiction)); provided that in no event shall an operating lease be deemed to constitute a Lien.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Morningstar” means Morningstar Credit Ratings, LLC or any successor to the rating agency business thereof.

“Net Income” means, with respect to any Person, the net income (loss) of such Person and its Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses Incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements to the extent related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 4.06(b)(i)) to be paid as a result of such transaction, and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Notes Collateral” means all property subject, or purported to be subject from time to time, to a Lien under any Security Documents, including the Collection Account; provided, however, that any funds released by the Trustee or other Paying Agent, as applicable, from the Collection Account in accordance with Section 4.13 shall not constitute “Notes Collateral” and shall be expressly excluded from the definition thereof.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any Indebtedness.

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“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President, any Executive Vice President, any Senior Vice President, any Vice President, the Treasurer or the Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee and may be an employee of or counsel to the Issuer.

“Original Securities” means the Issuer’s 10% Senior Secured Notes due 2024 that are issued on the Issue Date pursuant to Section 2.01(b).

“Pari Passu Indebtedness” means the Securities and any Indebtedness that (i) ranks equally in right of payment to the Securities and (ii) is secured by Liens on the Notes Collateral that rank equally as to Lien priority with the Liens on the Notes Collateral securing the Securities.

“Permitted Bond Hedge Transaction” means any call option or capped call option (or substantively equivalent derivative transaction) relating to or referencing the Issuer’s common stock (or other securities or property following a merger event or other change of the common stock of the Issuer) purchased by the Issuer in connection with the issuance of any Convertible Indebtedness; provided, that the purchase price for such Permitted Bond Hedge Transaction, less the proceeds received by the Issuer from the sale of any related Permitted Warrant Transaction, does not exceed the net proceeds received by the Issuer from the sale of such Convertible Indebtedness issued in connection with such Permitted Bond Hedge Transaction.

“Permitted Business” means a business that is reasonably similar or complementary or supportive to the business activities of the Issuer and the Restricted Subsidiaries or a reasonable extension, development or expansion thereof or ancillary or complementary thereto.

“Permitted Investments” means:

(1) any Investment in the Issuer or any Restricted Subsidiary;

(2) any Investment in Cash Equivalents or Investment Grade Securities or that constitute Cash Equivalents or Investment Grade Securities at the time such Investment was made;

(3) any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Issuer or (b) such Person, in one transaction or a series of related transac tions, is merged, consolidated or amalgamated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary of the Issuer and, in each case, any Investments held by such Person (provided

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that such Investments were not acquired or made by such Person in contemplation of such acquisition, merger, consolidation or transfer);

(4) any Investment in securities or other assets not constituting Cash Equivalents or Investment Grade Securities and received in connection with an Asset Sale made pursuant to the provisions of Section 4.06 or any other disposition of assets not constituting an Asset Sale;

(5) any Investment existing on, or made pursuant to binding commitments existing on, the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date or an Investment purchased or received in exchange for any such Investment; provided that the amount of any such Investment may be increased as required by the terms of such Investment as in existence on the Issue Date;

(6) advances to, or guarantees of Indebtedness of, employees and consultants not in excess of $500,000 outstanding at any one time in the aggregate and advances of payroll payments, sales commissions and expenses to employees and consultants in the ordinary course of business;

(7) any Investment acquired by the Issuer or any of its Restricted Subsidiaries

(a) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable, (b) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default, or (c) in connection with the resolution of disputes with, or judgments against, another Person;

(8) Hedging Obligations permitted under Section 4.03(b)(x);

(9) Investments by the Issuer or any of its Restricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (9) that are at that time outstanding, not to exceed the greater of $15,000,000 or 1.5% of Total Assets (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value); provided, however, that if any Investment pursuant to this clause (9) is made in any Person that is not a Restricted Subsidiary at the date of the making of such Investment and such Person becomes a Restricted Subsidiary after such date, such Investment shall thereafter be deemed to have been made pursuant to clause (1) above and shall cease to have been made pursuant to this clause (9) for so long as such Person continues to be a Restricted Subsidiary;

(10) loans and advances to officers, directors, employees and consultants for business-related travel expenses, moving expenses and other similar expenses, in each case Incurred in the ordinary course of business or consistent with past practice or to fund

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such person’s purchase of Equity Interests of the Issuer or any direct or indirect parent of the Issuer;

(11) Investments the payment for which consists of, or the net cash proceeds from the issuance and sale of, Equity Interests of the Issuer (other than Disqualified Stock) or any direct or indirect parent of the Issuer, as applicable; provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (3) of the definition of “Cumulative Credit”;

(12) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with the provisions of Section 4.07(b) (except transactions described in clauses (ii), (iv), (v) and (viii)(B) of such Section);

(13) Investments consisting of the licensing or contribution of Intellectual Property or collaboration agreements, strategic alliances or similar arrangements in respect of Intellectual Property;

(14) (i) guarantees issued in accordance with Sections 4.03 and 4.10, including any guarantee or other obligation issued or incurred under any Credit Agreement in connection with any letter of credit issued for the account of the Issuer or any of its Subsidiaries (including with respect to the issuance of, or payments in respect of drawings under, such letters of credit) and (ii) guarantees of operating leases entered into in the ordinary course of business;

(15) Investments consisting of or to finance purchases and acquisitions of inventory, supplies, materials, services, Intellectual Property, or equipment or purchases of contract rights or licenses or leases of Intellectual Property, in each case in the ordinary course of business;

(16) Investments of a Restricted Subsidiary of the Issuer acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with a Restricted Subsidiary of the Issuer in a transaction that is not prohibited by Article 5 after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

(17) any Investment in connection with a Sale/Leaseback Transaction not prohibited by this Indenture;

(18) Investments in PPA Companies;

(19) security deposits, prepaid expenses and negotiable instruments held for collection in the ordinary course of business;

(20) lease, utility, workers’ compensation, unemployment insurance, performance and other deposits made in the ordinary course of business and other Investments resulting from pledges or deposits constituting Permitted Liens;

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(21) extensions of credit to, or on behalf of, and prepayments and other credits to, customers, distributors and suppliers in the ordinary course of business;

(22) Indebtedness owed by officers or employees of the Issuer or any Restricted Subsidiary to the Issuer in connection with any such Person’s acquisition of Equity Interests (other than Disqualified Stock) of the Issuer so long as no cash or other property is (or will be or is committed to be) actually advanced by the Issuer or such Restricted Subsidiary to any Person in connection therewith;

(23) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(24) (a) Investments relating to a Receivables Subsidiary that, in the good faith determination of the Issuer, are necessary or advisable to effect any Receivables Program or any repurchase in connection therewith and (b) obligations under or in respect of any Receivables Program;

(25) any Investment in any joint venture in connection with intercompany cash management arrangements or related activities arising in the ordinary course of business; and

(26) Investments made in connection with any Permitted Bond Hedge Transaction or Permitted Warrant Transaction.

In the event that any Investment (or any portion thereof) meets the criteria of more than one of the categories of Permitted Investments described in clauses (1) through

(26) above, or is entitled to be Incurred or made pursuant to Section 4.04, the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Investment (or any portion thereof) in any manner that complies with such categories above or Section 4.04. In addition, at the time of Incurrence or making of any Investment, the Issuer shall be entitled to divide and classify such Investment in more than one of the categories of Permitted Investments described above or described in Section 4.04.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, materialmen’s, repairmen’s, construction and mechanics’ Liens, in each case for sums not overdue for a period of more than 30 days or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with

29

respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3) Liens for taxes, assessments or other governmental charges or levies not overdue for a period of more than 10 days or not subject to penalties for nonpayment or that are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business, and any Liens securing Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(v) and Section 4.03(b)(xi), and pledges or deposits to secure letters of credit, bank guarantees and similar instruments obtained in the ordinary course of business;

(5) minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, special assessments, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that were not Incurred in connection with Indebtedness and that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Indebtedness permitted to be Incurred pursuant to Section 4.03(b)(iv), Section 4.03(b)(xv) and Section 4.03(b)(xxviii) (provided that in the case of Section 4.03(b)(xv) such Lien applies solely to acquired property or assets of the acquired entity, as the case may be, together with improvements, additions, parts, attachments, fixtures, leasehold improvements and accessions thereto and the proceeds thereof);

(7) (A) Liens existing on the Issue Date, (B) Liens securing the Securities, including Liens arising under or relating to the Security Documents, (C) the Lien securing the Issuer’s compensation and indemnity obligations to the Trustee under Section 7.06 and (D) Liens securing the 5% Convertible Notes and the 8% Convertible Notes to the extent not covered by clause (A);

(8) Liens on assets, property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created or Incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

(9) Liens on assets or property at the time the Issuer or a Restricted Subsidiary of the Issuer acquired the assets or property, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any Restricted Subsidiary of the Issuer; provided, however, that such Liens are not created or Incurred in

30

connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary of the Issuer;

(10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Issuer or a Restricted Subsidiary permitted to be Incurred in accordance with Section 4.03;

(11) Liens securing Hedging Obligations not incurred in violation of this Indenture; provided that with respect to Hedging Obligations relating to Indebtedness, such Lien extends only to the property securing such Indebtedness;

(12) Liens on specific items of inventory or other goods and proceeds thereof and related documents of title of any Person securing such Person’s obligations in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases and subleases of real property that do not materially interfere with the ordinary conduct of business of the Issuer or any of its Restricted Subsidiaries;

(14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

(15) Liens in favor of the Issuer or any Guarantor;

(16) deposits made in the ordinary course of business to secure liability to insurance carriers;

(17) Liens on the Equity Interests of Unrestricted Subsidiaries;

(18) (i) any license, collaboration agreement, strategic alliance or similar arrangement providing for the licensing of Intellectual Property or the development or commercialization of Intellectual Property in the ordinary course of business that, at the time of such grant, does not materially and adversely affect the Issuer’s business, condition (financial or otherwise) or prospects or the value of the Notes Collateral taken as a whole, and (ii) any interest of co-sponsors, co-owners or co-developers of Intellectual Property;

(19) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness (“Refinancing Secured Indebtedness”) secured by any Lien referred to in the foregoing clauses (6) (in the case of Liens to secure any Refinancing Secured Indebtedness under such clause (6), such Liens shall be deemed to have also been incurred under such clause (6), and not this clause (19), for purposes of determining amounts outstanding under such clause (6)), (7), (8) and (9); provided, however, that (w) such new Lien shall be limited to all or part of the same

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property that secured (or, under the written arrangements under which the original Lien arose, could secure) the Lien then securing such Indebtedness being refinanced, refunded, extended, renewed or replaced (plus improvements, accessions, proceeds, dividends or distributions in respect thereof), (x) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement, (y) any refinancing, refunding, extension, renewal or replacement (or successive refinancings, refundings, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clause 7(B) shall, at the election of the Issuer, be secured by and entitled to the benefits of the Security Documents and rank pari passu with the Indebtedness that is refinanced, refunded, extended, renewed or replaced and (z) any Lien securing the Refinancing Secured Indebtedness shall have a priority relative to the Liens securing the Securities that is not greater than the relative priority of the Lien securing the Indebtedness that is refinanced, refunded, extended, renewed or replaced;

(20) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer’s or such Restricted Subsidiary’s client at which such equipment is located;

(21) judgment and attachment Liens not giving rise to an Event of Default and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made to the extent required by GAAP;

(22) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

(23) Liens incurred to secure cash management services or to implement cash pooling arrangements in the ordinary course of business that do not, individually or in the aggregate, materially impair the value of the Notes Collateral;

(24) any encumbrance or restriction (including put and call arrangements, rights of first refusal and the like) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; provided, however, that this clause (24) shall not apply to any Liens securing Indebtedness;

(25) customary Liens in favor of trustees for Indebtedness of the Issuer or any of its Restricted Subsidiaries and escrow agents acting on behalf of the Issuer or any of its Restricted Subsidiaries (provided that in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness);

(26) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts

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(as defined in Article 9 of the Uniform Commercial Code) or other funds maintained with a depository or financial institution;

(27) Liens on property subject to any Sale/Leaseback Transactions not prohibited under this Indenture;

(28) other Liens that secure Indebtedness and other obligations in an aggregate amount not to exceed $7,500,000 at any one time outstanding;

(29) any interest of title of a lessor under any lease of real or personal property;

(30) Liens on Intellectual Property securing Indebtedness permitted to be Incurred pursuant to Section 4.03(a), Section 4.03(b)(xii) or Section 4.03(b)(xxiv) not to exceed $150,000,000;

(31) Liens on the identifiable proceeds of any property or asset subject to a Lien otherwise constituting a Permitted Lien;

(32) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(33) Liens deemed to exist in connection with Investments in repurchase agreements permitted under Section 4.03; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(34) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(35) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(36) Liens securing Indebtedness permitted to be incurred under a Credit Agreement, including any letter of credit facility relating thereto, that was incurred pursuant to Section 4.03(b)(i);

(37) Liens incurred to secure Obligations in respect of any Indebtedness permitted to be incurred pursuant to Section 4.03(a); provided that, with respect to Liens securing Obligations permitted under this clause (37), at the time of incurrence and after giving pro forma effect thereto, the Consolidated Leverage Ratio would be no greater than 2.0 to 1.0;

(38) Liens on assets pursuant to merger agreements, stock or asset purchase agreements and similar agreements in respect of the disposition of assets subject thereto and Liens on any cash earnest money deposits in connection therewith or any letter of intent;

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(39) Liens on the Delaware Property securing Indebtedness or other obligations; and

(40) Liens securing obligations of the Issuer or any Restricted Subsidiary in respect of a Receivables Program, provided that any such Lien will be limited to the Receivables Program Assets under such Receivables Program.

“Permitted Warrant Transaction” means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) relating to or referencing the Issuer’s common stock (or other securities or property following a merger event or other change of the common stock of the Issuer) and/or cash (in an amount determined by reference to the price of such common stock) sold by the Issuer substantially concurrently with any purchase by the Issuer of a Permitted Bond Hedge Transaction.

“Person” means any individual, corporation, company, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“PPA Company” means (i) an Affiliate of the Issuer that is the project entity (including, for the avoidance of doubt, any parent company of such project entity whose assets consist solely of 100% of the Capital Stock of such project entity) in a bona fide power purchase agreement program involving one or more third party investors and having a structure (including capital structure) that is materially consistent with that used in the Issuer’s past practice (as the same may be modified in good faith by the Issuer to take into account changes in tax law or industry practice), including the Incurrence of only Indebtedness that is non-recourse to the assets of the Issuer and its Restricted Subsidiaries and is secured only by the assets of such project entity, or (ii) a Wholly Owned Subsidiary of the Issuer whose assets consist solely of the Capital Stock of one or more project entities described in clause (i) above; provided, for the avoidance of doubt, that each of the following shall constitute a “PPA Company”: (a) Diamond State Generation Partners, LLC, (b) 2012 ESA Project Company, LLC, (c) 2013B ESA Project Company, LLC, (d) 2014 ESA Project Company, LLC and (e) 2015 ESA Project Company, LLC.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding up.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to this Indenture, the value of any Property shall be its fair market value.

“Public Company Costs” means costs relating to compliance with the provisions of the Securities Act and the Exchange Act, as applicable to companies with equity or debt securities held by the public, and the rules of national securities exchange companies with listed equity or debt securities, including directors’ or managers’ compensation, fees and expense reimbursement, costs relating to investor relations, shareholder meetings and reports to

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shareholders or debtholders, directors’ and officers’ insurance and other executive costs, legal and other professional fees and listing fees.

“Qualified IPO” means the first firmly underwritten registered public offering of common stock of the Issuer that results in aggregate gross proceeds to the Issuer of at least

$75,000,000, and after which the common stock of the Issuer is listed for trading or quoted on the New York Stock Exchange, The NASDAQ Global Select Market or the NASDAQ Global Market (or any of the respective successors).

“Rating Agency” means (1) Moody’s, (2) S&P, (3) KBRA, (4) Fitch, (5) Morningstar or (6) any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Issuer or any direct or indirect parent of the Issuer as a replacement agency for Moody’s, S&P, KBRA, Fitch or Morningstar, as the case may be.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any Receivables Program Assets or participation or rights therein issued or sold in connection with, and other fees paid to a Person in connection with, any Receivables Program.

“Receivables Program” means, with respect to any Person, an agreement or other arrangement or program providing for the advance of funds to such Person against the pledge, contribution, sale or other transfer or encumbrances of Receivables Program Assets of such Person or such Person and/or one or more of its Subsidiaries.

“Receivables Program Assets” means all of the following Property and interests in Property (except for any Property constituting Notes Collateral), including any undivided interest in any pool of any such Property or interests, whether now existing or existing in the future or hereafter arising or acquired:

(1) accounts (as defined in the Uniform Commercial Code or any similar or equivalent legislation as in effect in any applicable jurisdiction);

(2) accounts receivable, general intangibles, instruments, contract rights, documents and chattel paper (including all rights to payment created by or arising from sales of goods, leases of goods or the rendition of services, no matter how evidenced, whether or not earned by performance);

(3) all unpaid sellers’ or lessors’ rights (including rescission, replevin, reclamation and stoppage in transit) relating to any of the foregoing or arising therefrom;

(4) all rights to any goods or merchandise represented by any of the foregoing;

(5) all reserves and credit balances with respect to any such accounts receivable or account debtors;

(6) all letters of credit, security or guarantees of any of the foregoing;

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(7) all insurance policies or reports relating to any of the foregoing;

(8) all collection or deposit accounts relating to any of the foregoing;

(9) all books and records relating to any of the foregoing; and

(10) all proceeds of any of the foregoing.

“Receivables Subsidiary” means any Subsidiary formed for the purpose of engaging, and that solely engages only in, one or more Receivables Programs and other activities reasonably related thereto.

“Redemption Date” means any date of redemption of all or part of the Securities.

“Required Debt Service Coverage Ratio” means, for each applicable Payment Date, the ratio set forth below corresponding to such Payment Date:

Payment Date	Ratio
January 31, 2018		1.35
July 31, 2018		1.35
January 31, 2019		1.35
July 31, 2019		1.00
January 31, 2020		1.27
July 31, 2020		1.18
January 31, 2021		1.35
July 31, 2021		1.06
January 31, 2022		1.33
July 31, 2022		1.13
January 31, 2023		1.35
July 31, 2023		1.03
January 31, 2024		1.32

“Required Rating Agencies” means two “nationally recognized statistical rating organizations” within the meaning of Section 3(a)(62) of the Exchange Act making a rating on the Securities publicly available.

“Restricted Cash” means Cash Equivalents held by the Issuer or its Restricted Subsidiaries that are contractually restricted from being distributed to, or used by, the Issuer.

“Restricted Investment” means an Investment other than a Permitted Investment. “Restricted Subsidiary” means, with respect to any Person, any Subsidiary of such

Person other than an Unrestricted Subsidiary of such Person. Notwithstanding the foregoing, no PPA Company shall be a Restricted Subsidiary. Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries shall mean Restricted Subsidiaries of the Issuer.

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“S&P” means S&P Global Ratings or any successor to the rating agency business thereof.

“Sale/Leaseback Transaction” means an arrangement relating to property now owned or acquired after the Issue Date by the Issuer or a Restricted Subsidiary whereby the Issuer or such Restricted Subsidiary transfers such property to a Person and the Issuer or such Restricted Subsidiary leases it from such Person, other than leases between the Issuer and a Restricted Subsidiary of the Issuer or between Restricted Subsidiaries of the Issuer.

“SEC” means the United States Securities and Exchange Commission or any successor thereto.

“Secured Indebtedness” means any Indebtedness secured by a Lien. “Securities” means the Original Securities and any Additional Securities.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Security Agreement” means the Security Agreement dated as of the date hereof among the Issuer, the Trustee and the Collateral Agent, as may be amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time.

“Security Documents” means the security agreements, pledge agreements, mortgages, collateral assignments and related agreements, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified from time to time, creating, perfecting or otherwise evidencing the security interests granted by the Issuer in favor of the Collateral Agent in the Notes Collateral as contemplated by this Indenture, including the Security Agreement.

“Servicing Agreements” means the following agreements (including any and all amendments thereto and any and all replacements thereof): (a) Master Operation and Maintenance Agreement dated as of April 13, 2012, between the Issuer and Diamond State Generation Partners, LLC; (b) Amended & Restated Master Operation and Maintenance Agreement dated as of December 21, 2012, between the Issuer and 2012 ESA Project Company, LLC (f/k/a 2012 V PPA Project Company, LLC); (c) Amended and Restated Master Energy Server Purchase and Services Agreement dated as of September 25, 2013, between the Issuer and 2013B ESA Project Company, LLC; (d) Amended and Restated Purchase, Use and Maintenance Agreement dated as of July 18, 2014, between the Issuer and 2014 ESA Project Company, LLC; (e) Amended and Restated Purchase, Use and Maintenance Agreement dated as of June 25, 2015, between the Issuer and 2015 ESA Project Company, LLC; (f) Purchase, Use and Maintenance Agreement dated as of October 24, 2016, between the Issuer and 2016 ESA Project Company, LLC; (g) Administrative Services Agreement dated as of April 13, 2012, among the Issuer, Diamond State Generation Partners, LLC and Diamond State Generation Holdings, LLC; (h) Administrative Services Agreement dated as of December 21, 2012, among the Issuer, 2012 ESA Project Company, LLC (f/k/a 2012 V PPA Project Company, LLC) and 2012 V PPA Holdco, LLC; (i) Amended and Restated Administrative Services Agreement dated as of September 25, 2013, among the Issuer, 2013B ESA Project Company, LLC and 2013B ESA

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Holdco, LLC; (j) Administrative Services Agreement dated as of July 18, 2014, among the Issuer, 2014 ESA Project Company, LLC and 2014 ESA Holdco, LLC; (k) Administrative Services Agreement dated as of June 25, 2015 between the Issuer and 2015 ESA Holdco, LLC; and (l) Administrative Services Agreement dated as of June 25, 2015 between the Issuer and 2015 ESA Project Company, LLC.

“Servicing Payments” means the cash flows payable as servicing or operations and maintenance (or similar) fees and administrative service (or similar) fees under the Servicing Agreements.

“Significant Subsidiary” means a subsidiary that is a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X promulgated by the SEC; provided that, in the case of a subsidiary that meets the criteria of clause (3) of the definition thereof but not clause (1) or (2) thereof, such subsidiary shall not be deemed to be a significant subsidiary unless the subsidiary’s income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle exclusive of amounts attributable to any non-controlling interests for the last completed fiscal year prior to the date of such determination exceeds $5,000,000.

“Stated Maturity” means, with respect to any security or Indebtedness, the date specified in such security or Indebtedness as the fixed date on which the final payment of principal of such security or Indebtedness is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security or mandatory prepayment of Indebtedness at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Indebtedness” means (a) with respect to the Issuer, any Indebtedness of the Issuer that is unsecured and by its terms subordinated in right of payment to the Securities or (b) with respect to any Guarantor, any Indebtedness of such Guarantor that is unsecured and by its terms subordinated in right of payment to its Guarantee. For the avoidance of doubt, Subordinated Indebtedness shall be deemed to include any Indebtedness reflecting the payment subordination terms set forth in Exhibit E.

“Subsidiary” means, with respect to any Person, (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, and (b) any partnership, joint venture, limited liability company or similar entity of which (x) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (y) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity. For purposes of clarity, a

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Subsidiary of a Person shall not include any Person that is under common control with the first Person solely by virtue of having directors, managers or trustees in common and shall not include any Person that is solely under common control with the first Person (i.e., a sister company with a common parent).

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as interpreted and in effect on the Issue Date; provided, however, that in the event the Trust Indenture Act of 1939 is amended or there is a change in its interpretation after the Issue Date, the term “TIA” shall mean, to the extent required by such amendment or such change in interpretation, the Trust Indenture Act of 1939, as so amended or interpreted. It is acknowledged that this Indenture will not be qualified under the TIA.

“Total Assets” means the total assets of the Issuer and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Issuer or such other Person or such other period as may be expressly stated.

“Treasury Rate” means, in respect of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Federal Reserve Statistical Release H.15 is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to the First Call Date; provided, that if the period from such Redemption Date to the First Call Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

“Trust Officer” means:

(1) any officer within the Corporate Trust Office of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee to whom any corporate trust matter relating to this Indenture is referred because of such Person’s knowledge of and familiarity with the particular subject; and

(2) who shall have direct responsibility for the administration of this Indenture.

“Trustee” means the party named as such in this Indenture until a successor replaces it in accordance with the applicable provisions of this Indenture and, thereafter, means such successor.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Issuer that at the time of determination shall be designated an Unrestricted Subsidiary by the Issuer in the manner provided below;

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(2) any Subsidiary of an Unrestricted Subsidiary; and

(3) any PPA Company.

The Issuer may designate any Subsidiary of the Issuer (including any newly acquired or newly formed Subsidiary of the Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, the Issuer or any other Subsidiary of the Issuer that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that the Subsidiary to be so designated and its Subsidiaries (i) do not at the time of designation have and do not thereafter Incur any Indebtedness that is guaranteed by the Issuer or any of its Restricted Subsidiaries (or that otherwise has recourse to the property or assets of the Issuer or any of its Restricted Subsidiaries) and (ii) do not at the time of designation and do not thereafter guarantee any other Indebtedness of the Issuer or any of its Restricted Subsidiaries; provided, further, however, that either:

(a) the Subsidiary to be so designated has total consolidated assets of $1,000 or less; or

(b) if such Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 4.04.

The Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, however, that immediately after giving effect to such designation: (1) the Issuer could Incur $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.03(a); or (2) the Consolidated Leverage Ratio for the Issuer and its Restricted Subsidiaries would be less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Issuer shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Board of Directors of the Issuer or any committee thereof giving effect to such designation and an Officer’s Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Government Obligations” means securities that are:

(1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or

(2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any such U.S. Government Obligations or a specific payment of

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principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Preferred Stock or Disqualified Stock, as the case may be, at any date, the quotient obtained by dividing (1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by (2) the sum of all such payments.

“Wholly Owned Restricted Subsidiary” means any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.02. Other Definitions.

Term	Defined in Section
“Acceleration”	6.02
“Actual Debt Service Coverage Ratio”	4.13(e)
“Additional Securities”	2.01(c)
“Affiliate Transaction”	4.07(a)
“Asset Sale Offer”	4.06(c)
“Available Amounts”	4.13(d)
“Bankruptcy Law”	6.01
“Base Currency”	12.14(b)(i)
“Calculation Report”	4.13(f)
“Change of Control Offer”	4.08(b)
“Change of Control Repurchase Date”	4.08(b)(iii)
“Collection Account”	4.13(a)
“Confidential Information”	7.11
“Confidential Parties”	7.11
“Consolidated Leverage Calculation Date”	“Consolidated Leverage Ratio” definition
“covenant defeasance option”	8.01(e)
“Covenant Suspension Event”	4.20(a)
“Custodian”	6.01

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Term	Defined in Section
“Definitive Security”	Appendix A
“Depository”	Appendix A
“Event of Default”	6.01
“Excess Proceeds”	4.06(c)
“First Call Date”	Exhibit A
“Global Security”	Appendix A
“Guaranteed Obligation”	10.01(a)
“Increased Amount”	4.11
“Judgment Currency”	12.14(b)(i)
“legal defeasance option”	8.01(e)
“Offer Period”	4.06(f)
“Paying Agent”	2.04(a)
“Payment Date”	Exhibit A
“primary obligations”	“Contingent Obligations” definition
“primary obligor”	“Contingent Obligations” definition
“protected purchaser”	2.08
“QIB”	Appendix A
“rate(s) of exchange”	12.14(d)
“Record Date”	Exhibit A
“Reference Period”	“Cumulative Credit” definition
“Refinancing Indebtedness”	4.03(b)(xiv)
“Refinancing Secured Indebtedness”	“Permitted Liens” definition
“Refunding Interests”	4.04(b)(ii)
“Registrar”	2.04(a)
“Relevant Calculation Period”	4.13(d)
“Restricted Payments”	4.04(a)
“Retired Interests”	4.04(b)(ii)
“Reversion Date”	4.20(c)
“Second Commitment”	4.06(b)
“Securities”	Preamble
“Securities Custodian”	Appendix A
“Security Document Order”	11.09(i)
“Successor Company”	5.01(a)(i)
“Successor Guarantor”	5.02(a)(i)
“Suspended Covenants”	4.20(a)
“Suspension Period”	4.20(d)

SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) except as otherwise set forth in this Indenture, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP as defined herein, and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP as defined herein;

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(c) the word “or” is not exclusive;

(d) the word “including” means including without limitation, and any item or list of items set forth following the word “including”, “include” or “includes” in this Indenture is set forth only for the purpose of indicating that, regardless of whatever other items are in the category in which such item or items are “included”, such item or items are in such category and shall not be construed as indicating the items in the category in which such item or items are “included” are limited to such item or items similar to such items;

(e) all references in this Indenture to any designated “Article”, “Section”, “Appendix”, “Exhibit”, definition and other subdivision are to the designated Article, Section, Appendix, Exhibit, definition and other subdivision, respectively, of this Indenture;

(f) all references in this Indenture to (i) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, Appendix, Exhibit and other subdivision, respectively, and (ii) the term “this Indenture” means this Indenture as a whole, including the Appendix and Exhibits;

(g) words in the singular include the plural and words in the plural include the singular;

(h) unsecured Indebtedness shall not be deemed to be subordinate or junior to Secured Indebtedness merely by virtue of its nature as unsecured Indebtedness;

(i) the principal amount of any non-interest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP as defined herein;

(j) the principal amount of any Preferred Stock shall be (i) the maximum liquidation value of such Preferred Stock or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock, whichever is greater;

(k) “$” and “U.S. Dollars” each refers to United States dollars, or such other money of the United States of America that at the time of payment is legal tender for payment of public and private debts;

(l) the words “asset” or “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights;

(m) unless otherwise specified, all references to an agreement or other document include references to such agreement or document as from time to time amended, restated, reformed, supplemented or otherwise modified in accordance with the terms thereof (subject to any restrictions on such amendments, restatements, reformations, supplements or modifications set forth herein);

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(n) all references to any Person shall be construed to include such Person’s successors and permitted assigns (subject to any restrictions on assignment, transfer or delegation set forth herein), and any reference to a Person in a particular capacity excludes such Person in other capacities; and

(o) the word “will” shall be construed to have the same meaning and effect as the word “shall”.

ARTICLE 2

THE SECURITIES

SECTION 2.01. Amount of Securities.

(a) Subject to the terms and conditions set forth in this Section 2.01, the aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is limited to $150,000,000.

(b) On the Issue Date, the Issuer shall issue and deliver, in accordance with this Article 2, Original Securities in an aggregate principal amount of $100,000,000.

(c) As long as no Event of Default has occurred and is continuing, at any time and from time to time on or prior to June 29, 2018, the Issuer may issue and deliver, in accordance with this Section 2.01(c), upon five Business Days’ written notice to the Trustee (but, in any case, not during the period between the day immediately after the relevant Record Date immediately preceding the next related Payment Date and such Payment Date) and subject to the substantially concurrent receipt of payment therefor, additional Securities in an aggregate principal amount up to $50,000,000 (“Additional Securities”) without the consent of any Holder or holder of beneficial interests in the Original Securities. Such Additional Securities shall have the same terms as the Original Securities, except that the issue date, the initial Payment Date and the initial date from which interest shall accrue may vary. Any Additional Securities must be issued with the same issue price (expressed as a percentage of principal amount for this purpose) as the Original Securities (except for any adjustment required to reflect the intended allocation of interest payable on such Additional Securities on the next Payment Date in accordance with customary market practice). If the Issuer determines that any such Additional Securities are not fungible for U.S. federal income tax purposes with the Original Securities or any other Additional Securities, such Additional Securities will be required to have a CUSIP number that is different than the CUSIP number of the Original Securities or such other Additional Securities, as the case may be.

(d) The Securities, including any Additional Securities, shall be treated as a single class for all purposes under this Indenture, including directions provided to the Trustee pursuant to Section 6.05, waivers, amendments, redemptions and offers to purchase, and shall rank on a parity basis in right of payment and security.

SECTION 2.02. Form and Dating. Provisions relating to the Securities are set forth in Appendix A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Securities and the Trustee’s certificate of authentication shall each be

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substantially in the form of Exhibit A, which is hereby incorporated in and expressly made a part of this Indenture. The Securities may have notations, legends or endorsements required by law, stock exchange rule, agreements to which the Issuer or any Guarantor is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Issuer). Each Security shall be dated the date of its authentication. The Securities shall be issued in the form of one or more registered notes, without interest coupons, and in minimum denominations of $250,000 and any integral multiple of $1,000 in excess thereof.

SECTION 2.03. Execution and Authentication. The Trustee shall authenticate and make available for delivery upon a written order of the Issuer signed by one Officer (a) Original Securities for original issue on the Issue Date in an aggregate principal amount of $100,000,000 and (b) subject to the terms and conditions set forth in Section 2.01(c), Additional Securities for original issue at any time and from time to time on or prior to June 29, 2018 in an aggregate principal amount up to $50,000,000. Such order shall specify the amount of the Securities to be authenticated, the form in which the Securities are to be authenticated and the date on which the original issue of Securities is to be authenticated.

One Officer shall sign the Securities for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Trustee authenticates the Security, the Security shall be valid nevertheless.

A Security shall not be valid until an authorized signatory of the Trustee manually signs the certificate of authentication on the Security. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

The Trustee may appoint one or more authenticating agents reasonably acceptable to the Issuer to authenticate the Securities. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of which shall be furnished to the Issuer. Unless limited by the terms of such appointment, an authenticating agent may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.04. Registrar and Paying Agent.

(a) The Issuer shall maintain (i) an office or agency where Securities may be presented for registration of transfer or for exchange (the “Registrar”) and (ii) an office or agency where Securities may be presented for payment (the “Paying Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Issuer may have one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrars. The term “Paying Agent” includes the Paying Agent and any additional paying agents. The Issuer initially appoints the Trustee as Registrar, Paying Agent and the Securities Custodian with respect to the Global Securities and as Registrar and Paying Agent with respect to the Definitive Securities.

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(b) The Issuer may enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee of the name and address of any such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Issuer or any of its domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar. Upon the occurrence and during the continuance of any Event of Default as described in Section 6.01(e) or Section 6.01(f), the Trustee shall automatically be the Paying Agent.

(c) The Issuer may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become effective until (i) if applicable, acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (ii) notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying Agent may resign at any time upon written notice to the Issuer and the Trustee; provided, however, that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 7.07.

(d) The Issuer shall promptly deliver to the Trustee (and any Holder upon written request) following the end of each calendar year a written notice specifying the amount of original issue discount, if any, accrued on the outstanding Securities for the previous calendar year, including daily rates and accrual periods, and such other information relating to original issue discount as may be required under the Code and applicable regulations, as amended from time to time.

SECTION 2.05. Paying Agent to Hold Money in Trust. On or prior to each due date of the principal of and interest on any Security, the Issuer shall deposit with each Paying Agent (or if the Issuer or a Wholly Owned Restricted Subsidiary is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Issuer shall require each Paying Agent (other than the Trustee) to agree in writing that a Paying Agent shall act as an agent for or representative of the Trustee, and act solely as directed by the Trustee, in the administration of any Collection Account and hold in trust for the benefit of the Secured Parties (as defined in the Security Agreement) all money held by a Paying Agent or in any Collection Account for the payment of principal of and interest on the Securities or other Obligations under this Indenture, and shall notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. If the Issuer or a Wholly Owned Restricted Subsidiary of the Issuer acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it in trust for the benefit of the Persons entitled thereto. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent if not otherwise so acting. Subject to compliance with the applicable terms and conditions of Section 4.13, the Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds

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disbursed by such Paying Agent. Upon complying with this Section 2.05, a Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.06. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders. The Issuer shall also maintain a copy of such list of the names and addresses of Holders at its registered office.

SECTION 2.07. Transfer and Exchange. The Securities shall be issued in the form of one or more registered notes and shall be transferable only upon the surrender of a Security for registration of transfer and in compliance with Appendix A. When a Security is presented to the Registrar with a request to register a transfer, the Registrar shall register the transfer as requested if its requirements therefor are met. When Securities are presented to the Registrar with a request to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. To permit registration of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Securities at the Registrar’s request. No service charge will be imposed by the Issuer, the Trustee or the Registrar for any registration of transfer or exchange of the Securities, but the Issuer may require payment from the Holder of a sum sufficient to pay all taxes (including transfer taxes), assessments or other governmental charges or duties in connection with any transfer or exchange pursuant to this Section 2.07. Upon any transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. The Issuer shall not be required to make, and the Registrar need not register, transfers or exchanges of Securities selected for redemption (except, in the case of Securities to be redeemed in part, the portion thereof not to be redeemed) or of any Securities for a period of 15 days prior to a selection of Securities to be redeemed.

Prior to the due presentation for registration of transfer of any Security, the Issuer, the Guarantors, the Trustee, the Paying Agent and the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest, if any, on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, any Guarantor, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

Any holder of a beneficial interest in a Global Security shall, by acceptance of such beneficial interest, agree that transfers of beneficial interests in such Global Security may be effected only through a book-entry system maintained by (a) the Holder of such Global Security (or its agent) or (b) any holder of a beneficial interest in such Global Security, and that ownership of a beneficial interest in such Global Security shall be required to be reflected in a book entry.

All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

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SECTION 2.08. Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Trustee, the Paying Agent and the Registrar (if the Registrar also serves as the Paying Agent) and of the Issuer to protect the Issuer, each Guarantor, the Paying Agent and the Registrar (if the Trustee is not serving in the role of Paying Agent or Registrar, as the case may be) from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof.

Every replacement Security is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Securities.

SECTION 2.09. Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.09 as not outstanding. Subject to Section 12.04, a Security does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Security.

If a Security is replaced pursuant to Section 2.08 (other than a mutilated Security surrendered for replacement), it ceases to be outstanding unless the Trustee and the Issuer receive proof satisfactory to them that the replaced Security is held by a protected purchaser. A mutilated Security ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.08.

If the principal amount of any Securities (or portions thereof) is considered paid under Section 4.01, such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

If a Paying Agent segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or Stated Maturity in respect of the Securities money sufficient to pay all principal and interest payable on that date with respect to the Securities (or portions thereof) to

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be redeemed or maturing, as the case may be, and no Paying Agent is prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture, then on and after that date such Securities (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.10. Temporary Securities. In the event that Definitive Securities are to be issued under the terms of this Indenture, until such Definitive Securities are ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Securities. Temporary Securities shall be substantially in the form of Definitive Securities but may have variations that the Issuer considers appropriate for temporary Securities. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Securities and make them available for delivery in exchange for temporary Securities upon surrender of such temporary Securities at the office or agency of the Issuer, without charge to the Holder. Until such exchange, temporary Securities shall be entitled to the same rights, benefits and privileges as Definitive Securities under this Indenture.

SECTION 2.11. Cancellation. The Issuer at any time may deliver Securities to the Trustee for cancellation. The Registrar and each Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange, payment or cancellation. The Trustee and no one else shall cancel all Securities surrendered for registration of transfer, exchange, payment or cancellation and shall dispose of canceled Securities in accordance with its customary procedures. Certification of the destruction of all cancelled Securities shall be delivered to the Issuer. The Issuer may not issue new Securities to replace Securities it has redeemed, paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Securities in place of canceled Securities other than pursuant to the terms of this Indenture.

SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Securities, the Issuer shall pay the defaulted interest then borne by the Securities (plus interest on such defaulted interest to the extent lawful) in any lawful manner. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer shall fix or cause to be fixed any such special record date and payment date and shall promptly provide or cause to be provided to each affected Holder a written notice that states the special record date, the payment date and the amount of defaulted interest to be paid. The special record date for the payment of such defaulted interest shall not be more than 15 days and shall not be less than 10 days prior to the proposed payment date and shall not be less than 10 days after the receipt by the Trustee of the notice of the proposed payment.

SECTION 2.13. CUSIP Numbers, ISINs, etc. The Issuer in issuing the Securities may use CUSIP numbers, ISINs and “Common Code” numbers (if then generally in use) and, if so, the Trustee shall use CUSIP numbers, ISINs and “Common Code” numbers in notices (including notices of redemption) as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers, either as printed on the Securities or as contained in any notice that reliance may be placed only on the other identification numbers printed on the Securities and that any such notice shall not be affected by any defect in or omission of such numbers. The Issuer shall advise the Trustee of any change in the CUSIP numbers, ISINs and “Common Code” numbers.

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SECTION 2.14. Calculation of Principal Amount of Securities. The aggregate principal amount of the Securities, at any date of determination, shall be the aggregate principal amount of the Securities outstanding at such date of determination. With respect to any matter requiring consent, waiver, approval or other action of the Holders of a specified percentage of the principal amount of all the Securities, such percentage shall be calculated, on the relevant date of determination, by dividing (a) the principal amount, as of such date of determination, of Securities, the Holders of which have so consented, waived, approved or taken other action by (b) the aggregate principal amount, as of such date of determination, of the Securities then outstanding, in each case, as determined in accordance with the preceding sentence, Section 2.09 and Section 12.04. Any such calculation made pursuant to this Section 2.14 shall be made by the Issuer and delivered to the Trustee pursuant to an Officer’s Certificate. The Issuer and the Trustee agree that any action of the Holders may be evidenced by the Depository applicable procedures or by such other procedures as the Issuer and Trustee may agree.

SECTION 2.15. Statement to Holders. After the end of each calendar year but not later than the latest date permitted by applicable law, the Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Holder a statement (for example, a Form 1099 or any other means required by applicable law) prepared by the Trustee containing the interest and original issue discount paid (based solely upon information provided by the Issuer) with respect to the Securities for such calendar year or, in the event such Person was a Holder during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as may be (a) required pursuant to the then- applicable regulations under the Code or (b) readily available to the Trustee and that a Holder shall reasonably request as necessary for the purpose of such Holder’s preparation of its U.S. federal income or other tax returns. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information.

ARTICLE 3

REDEMPTION

SECTION 3.01. Redemption. The Securities may be redeemed by the Issuer at its option, in whole, or from time to time in part, on any Business Day specified by the Issuer, subject to the conditions and at the redemption prices set forth in Paragraph 5 of the form of Security set forth in Exhibit A, which is hereby incorporated by reference and made a part of this Indenture, together with accrued and unpaid interest to the Redemption Date.

SECTION 3.02. Applicability of Article. Redemption of Securities at the election of the Issuer or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article 3.

SECTION 3.03. Notices to Trustee. If the Issuer elects to redeem Securities pursuant to the optional redemption provisions of Paragraph 5 of the Security, it shall notify the Trustee and the Holders in writing of (i) the Section of this Indenture and the Paragraph of the Security (if any) pursuant to which the redemption shall occur, (ii) the Redemption Date, (iii) the

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principal amount of Securities to be redeemed and (iv) the redemption price (if then ascertainable).

The Issuer shall provide written notice to the Trustee provided for in this Section 3.3 at least 30 days but not more than 60 days before a Redemption Date if the redemption is pursuant to Paragraph 5 of the Security. If fewer than all the Securities are to be redeemed, the record date relating to such redemption shall be selected by the Issuer and given to the Trustee, which record date shall be not fewer than 15 days after the date of notice to the Trustee. Any such notice may be canceled at any time prior to written notice of such redemption being provided to any Holder and shall thereby be void and of no effect.

SECTION 3.04. Selection of Securities to Be Redeemed. In the case of any partial redemption, and if the Securities are Global Securities held by the Depository, the particular Securities or portions thereof to be redeemed shall be allocated on a pro rata pass- through distribution of principal basis in accordance with Depository procedures; provided, that, so long as the Securities are held in book-entry form, the selection for redemption of such Securities shall be made in accordance with the operational arrangements of the Depository then in effect, and if the Depository operational arrangements do not allow for redemption on a pro rata pass-through distribution of principal basis, the Securities will be selected for redemption, in accordance with Depository procedures, by lot. If the Securities are not Global Securities held by the Depository, selection of the Securities for redemption will be made by the Trustee on a pro rata basis to the extent practicable or such other method the Trustee deems fair and appropriate; provided that no Securities of $250,000 or less shall be redeemed in part. The Trustee shall make the selection from outstanding Securities not previously called for redemption. The Trustee may select for redemption portions of the principal of Securities that have denominations larger than $250,000. Securities and portions of them the Trustee selects shall be in amounts of $250,000 or any integral multiple of $1,000 in excess thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. The Trustee shall notify the Issuer promptly of the Securities or portions of Securities to be redeemed and the principal amount thereof.

SECTION 3.05. Notice of Optional Redemption.

(a) At least 30 days but not more than 60 days before a Redemption Date pursuant to Paragraph 5 of the Security, the Issuer shall provide or cause to be provided a written notice of redemption to each Holder whose Securities are to be redeemed (with a copy to the Trustee).

Any such notice shall identify the Securities to be redeemed and shall state:

(i) the Redemption Date;

(ii) the redemption price (or manner of calculation thereof if not then known) and the amount of accrued and unpaid interest to the Redemption Date;

(iii) the name and address of the Paying Agent;

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(iv) that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price, plus accrued and unpaid interest;

(v) that all outstanding Securities are to be redeemed or, if fewer than all the outstanding Securities are to be redeemed, the certificate numbers and principal amounts of the particular Securities to be redeemed, the aggregate principal amount of Securities to be redeemed and the aggregate principal amount of Securities to be outstanding after such partial redemption;

(vi) that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Securities (or portion thereof) called for redemption ceases to accrue on and after the Redemption Date;

(vii) the CUSIP number, ISIN or “Common Code” number, if any, printed on the Securities being redeemed;

(viii) that no representation is made as to the correctness or accuracy of the CUSIP number or ISIN or “Common Code” number, if any, listed in such notice or printed on the Securities; and

(ix) such other matters as the Issuer deems desirable or appropriate.

Notice of any redemption pursuant to this Section 3.05 may, at the Issuer’s direction, be revocable and be subject to one or more conditions precedent.

(b) At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at the Issuer’s expense. In such event, the Issuer shall provide the Trustee a notice containing the information required by this Section 3.05 at least five Business Days (unless the Trustee consents to a shorter period) prior to the date such notice is to be provided to Holders and such notice may not be canceled but may be subject to such conditions precedent as shall be set forth in such notice.

SECTION 3.06. Effect of Notice of Redemption. Once written notice of redemption is provided in accordance with Section 3.05, Securities called for redemption become due and payable on the Redemption Date and at the redemption price stated in the notice, subject to the satisfaction or waiver of any conditions precedent in the notice of redemption. Upon surrender to the Paying Agent, such Securities shall be paid at the redemption price stated in the notice, plus accrued and unpaid interest, to, but not including, the Redemption Date; provided, however, that if the Redemption Date is after a Record Date and on or prior to the related Payment Date, the accrued and unpaid interest shall be payable to the Holder of the redeemed Securities registered on such Record Date. Failure to give notice or any defect in the notice to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.07. Deposit of Redemption Price. With respect to any Securities, prior to 12:00 p.m., New York City time, on the Redemption Date (provided that the Issuer shall have confirmed in writing to the Trustee the satisfaction or waiver of all conditions to such redemption pursuant to Section 3.05(a)), the Issuer shall deposit with the Paying Agent (or, if the

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Issuer or a Wholly Owned Restricted Subsidiary is the Paying Agent, shall segregate and hold in trust) money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities or portions thereof to be redeemed on that date other than Securities or portions of Securities called for redemption that have been delivered by the Issuer to the Trustee for cancellation. On and after the Redemption Date, interest shall cease to accrue on Securities or portions thereof called for redemption so long as the Issuer has deposited with the Paying Agent funds sufficient to pay the principal of, and premium (if any), plus accrued and unpaid interest on, the Securities to be redeemed, unless the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture. Upon redemption of any Securities by the Issuer, such redeemed Securities will be cancelled.

SECTION 3.08. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Issuer shall execute and the Trustee shall authenticate for the Holder (at the Issuer’s expense) a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

ARTICLE 4

COVENANTS

SECTION 4.01. Payment of Securities.

(a) The Issuer shall promptly pay the principal of and interest on the Securities on the dates and in the manner provided in the Securities and in this Indenture. An installment of principal or interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds as of 12:00 p.m. New York City time money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture. The Issuer shall pay interest on overdue principal at the rate specified therefor in the Securities, and the Issuer shall pay interest on overdue installments of interest at the same rate borne by the Securities to the extent lawful.

(b) On each Payment Date, commencing on July 31, 2019, or on the succeeding Business Day if any such date is not a Business Day, the Issuer shall pay an installment of principal of the Securities in accordance with the table below corresponding to the applicable Payment Date, where the applicable percentage is the percentage of (i) the initial aggregate principal amount of Securities issued on the Issue Date plus (ii) the initial aggregate principal amount of any Additional Securities issued on their date(s) of issuance, subject to any reduction in the event of any partial redemption or repurchase of the Securities in the manner described below:

Payment Date	Percentage
July 31, 2019		7	%
January 31, 2020		7	%
July 31, 2020		7	%
January 31, 2021		7	%

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July 31, 2021	9	%
January 31, 2022	9	%
July 31, 2022	9	%
January 31, 2023	9	%
July 31, 2023	11	%
January 31, 2024	11	%
July 31, 2024	All remaining outstanding principal of the Securities at such date

All installment payments of principal of the Securities calculated from the principal installment percentages set forth above shall be rounded to two decimal places.

In the event that there shall have been any partial redemption or repurchase of the Securities, the initial aggregate principal amounts of Securities used to calculate each installment of principal using the percentages set forth in the table above (as they may have been previously reduced) subsequent to such partial redemption or repurchase shall be reduced by an amount equal to the amount of Securities so redeemed or repurchased. Any such reduction shall be made on a pro rata distribution of principal basis, as nearly as practicable, among the Holders (subject, however, to the applicable procedures of the Depository).

SECTION 4.02. Reports and Other Information.

(a) Annual Financials.

(i) The Issuer shall deliver to the Trustee, as soon as available, but in any event within 120 days (or such earlier date on which the Issuer is required to file a Form 10-K under the Exchange Act, if applicable) after the end of each fiscal year of the Issuer, beginning with the fiscal year ending December 31, 2017, a consolidated balance sheet of the Issuer and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all prepared in accordance with GAAP, with such consolidated financial statements to be audited and accompanied by (i) a report and opinion of the Issuer’s independent certified public accounting firm of recognized standing in the United States (which report and opinion shall be prepared in accordance with GAAP), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer as of the dates and for the periods specified in accordance with GAAP, and (ii) (if and only if the Issuer is required to comply with the internal control provisions pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 requiring an attestation report of such independent certified public accounting firm) an attestation report of such independent certified public accounting firm as to the Issuer’s internal controls pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 attesting that such internal controls meet the requirements of the Sarbanes-Oxley Act of 2002; provided, however, that the Issuer shall be deemed to have made such delivery of

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such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above with the SEC via the EDGAR system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to EDGAR (or its successor). Such consolidated financial statements shall be certified by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects, the consolidated financial condition, results of operations and cash flows of the Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP consistently applied.

(ii) The Issuer shall deliver to the Trustee, as soon as available, but in any event within 120 days (or such earlier date on which the Issuer is required to file a Form 10-K under the Exchange Act, if applicable) after the end of each fiscal year of the Issuer, beginning with the fiscal year ending December 31, 2017, historical data as to production, capacity and efficiency performance by the Issuer with respect to each PPA Company and 2016 ESA Project Company, LLC and pursuant to each applicable Servicing Agreement, including any liability on the part of the Issuer for any warranty, claim or set-off thereunder, including an explanatory note and a proposed resolution time frame for any such liability, for the preceding fiscal year and the quarter ending such fiscal year.

(b) Quarterly Financials.

(i) The Issuer shall deliver to the Trustee, as soon as available, but in any event within 45 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act (after giving effect to any extension provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Issuer, beginning with the fiscal quarter ending June 30, 2017, a consolidated balance sheet of the Issuer and its Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income and cash flows for such fiscal quarter and (in respect of the second and third fiscal quarters of such fiscal year) for the then-elapsed portion of the Issuer’s fiscal year, setting forth in each case in comparative form the figures for the comparable period or periods in the previous fiscal year (which prior period figures will not reflect any later adjustments or year-end audit adjustments) for, all prepared in accordance with GAAP; provided, however, that the Issuer shall be deemed to have made such delivery of such consolidated financial statements if such consolidated financial statements shall have been made available for free within the time period specified above with the SEC via the EDGAR system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to EDGAR (or its successor). Such consolidated financial statements shall be certified by a Financial Officer as, to his or her knowledge, fairly presenting, in all material respects, the consolidated

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financial condition, results of operations and cash flows of the Issuer and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with the audited consolidated financial statements referred to under Section 4.02(a), subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, if the Issuer or any of its Subsidiaries have made an acquisition, the financial statements with respect to an acquired entity need not be included in the consolidated quarterly financial statements required to be delivered pursuant to this Section 4.02(b) until the first date upon which such quarterly financial statements are required to be so delivered that is at least 90 days after the date such acquisition is consummated.

(ii) The Issuer shall deliver to the Trustee, as soon as available, but in any event within 45 days (or such earlier date on which the Issuer is required to file a Form 10-Q under the Exchange Act (after giving effect to any extension provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), if applicable) after the end of each of the first three fiscal quarters of each fiscal year of the Issuer, beginning with the fiscal quarter ending June 30, 2017, historical data as to production, capacity and efficiency performance by the Issuer with respect to each PPA Company and 2016 ESA Project Company, LLC and pursuant to each applicable Servicing Agreement, including any liability on the part of the Issuer for any warranty, claim or set-off thereunder, including an explanatory note and a proposed resolution time frame for any such liability, for the preceding quarter.

(c) Compliance with Indenture. The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Issuer, commencing with respect to the fiscal year ending December 31, 2017, an Officer’s Certificate certifying that to such Officer’s knowledge there is no Default or Event of Default that has occurred and is continuing or, if such Officer does know of any such Default or Event of Default, such Officer shall include in such certificate a description of such Default or Event of Default and its status with particularity.

(d) Information During Event of Default. The Issuer shall deliver to the Trustee and the Holders, promptly, such additional information regarding the business or financial affairs of the Issuer or any of its Subsidiaries, or compliance with the terms of this Indenture, as the Trustee, any Holder or any holder of beneficial interests in the Securities may from time to time reasonably request during the existence of any Event of Default (subject to reasonable requirements of confidentiality, including requirements imposed by law or contract; and provided that the Issuer shall not be obligated to disclose any information that is reasonably subject to the assertion of attorney-client privilege).

(e) Information Filed with SEC or Exchanges. The Issuer shall deliver to the Trustee, promptly after the same are filed with the SEC (giving effect to any extension provided by Rule 12b-25 under the Exchange Act or any successor rule under the Exchange Act), copies of any periodic and other reports, registration statements and other materials filed by the Issuer or any of its Subsidiaries with the SEC and not otherwise required to be delivered to the Trustee pursuant to this Indenture (excluding, for the avoidance of doubt, any documents or reports (or

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portions thereof) that are subject to confidential treatment and any correspondence with the SEC); provided, however, that the Issuer shall be deemed to have made such delivery of such reports or other materials if such reports or other materials shall have been filed or furnished within the time period specified above with the SEC on the EDGAR system (or any successor system adopted by the SEC); provided, further, however, that the Trustee shall have no obligation whatsoever to determine whether or not such reports or other materials have been filed pursuant to EDGAR (or its successor).

(f) Rule 144A Information. So long as the Issuer is not subject to either Section 13 or 15(d) of the Exchange Act, the Issuer shall, so long as any Securities shall constitute “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, upon the written request of any Holder of Securities or beneficial owner or prospective purchaser of Securities, deliver to such Holder, beneficial owner or prospective purchaser of the Securities, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act, as such rule may be amended from time to time.

(g) Annual Non-GAAP Financial Statements. Prior to the consummation of an Initial Public Offering, the Issuer shall deliver to the Trustee, as soon as available, but in any event within 120 days after the end of each fiscal year of the Issuer, beginning with the fiscal year ending December 31, 2017, (i) a non-GAAP consolidated balance sheet of the Issuer and its Subsidiaries as of the end of such fiscal year, and the related consolidated statement of income of the Issuer and its Subsidiaries for such fiscal year, in each case, consistent with the presentation of the consolidated balance sheet and consolidated statement of income of Issuer and its Subsidiaries that were provided to potential investors in connection with the marketing of the Securities by the Issuer and (ii) a reconciliation of such non-GAAP consolidated balance sheet and consolidated statement of income of the Issuer and its Subsidiaries to the consolidated balance sheet and consolidated statement of income of the Issuer and its Subsidiaries prepared in accordance with GAAP for the same period.

(h) Shareholders Meetings. The Issuer shall invite the Holders (and holders of beneficial interests in the Securities) no later than 30 calendar days prior to, and permit them to attend and participate in, each annual meeting of the Issuer’s shareholders occurring prior to the consummation of an Initial Public Offering.

(i) Communication of Information. Prior to the consummation of a Qualified IPO, the Issuer shall make available to the Holders (and holders of beneficial interests in the Securities), who shall have executed and delivered a Confidentiality Agreement in accordance with the terms of this Indenture, the information required to be delivered under this Section 4.02 by posting such information on IntraLinks or another similar electronic system (including encrypted electronic mail), and the Issuer shall administer and maintain IntraLinks or such other similar electronic system for the Holders (and holders of beneficial interests in the Securities). Access by a Holder (or holder of beneficial interests in the Securities) to IntraLinks or such other similar electronic system shall be subject to the condition that such Holder (or such holder of beneficial interests in the Securities) shall have executed and delivered a Confidentiality Agreement in accordance with the terms of this Indenture. The Issuer shall maintain all such information posted on IntraLinks or such other similar electronic system for as long as the Securities are outstanding.

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(j) Limitations. In no event shall any of the reports or financial statements required to be delivered by this Section 4.02 be required to contain separate financial statements for Guarantors that would be required under Section 3-10 of Regulation S-X promulgated by the SEC or any financial statements required by Rule 3-16 of Regulation S-X promulgated by the SEC.

(k) Trustee Matters. Delivery of information under this Section 4.02 to the Trustee shall be for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from any information contained therein, including compliance by the Issuer or any of its Subsidiaries with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates or certificates or statements delivered to the Trustee pursuant to Section 4.02(c)). Neither the Issuer nor the Guarantors shall be obligated to deliver any confidential reports or other confidential information to any Holder (or any holder of beneficial interests in the Securities) who has not executed a Confidentiality Agreement in accordance with the terms of this Indenture. The Issuer shall provide the Trustee with a list of such Holders (or holders of beneficial interests in the Securities) and shall update such list after the execution and delivery to the Issuer of a Confidentiality Agreement by any Person not already party to such a Confidentiality Agreement with the Issuer. The Trustee shall have no duty to monitor the IntraLinks site.

SECTION 4.03. Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a) (i) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock; and (ii) the Issuer shall not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuer and any Restricted Subsidiary may Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may issue shares of Preferred Stock, in each case if the Consolidated Leverage Ratio of the Issuer would have been less than or equal to 4.0 to 1.0 determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of the period for which the Adjusted EBITDA component of the Consolidated Leverage Ratio calculation is being measured.

(b) The limitations set forth in Section 4.03(a) shall not apply to:

(i) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness under a Credit Agreement and the issuance and creation of letters of credit and bankers’ acceptances or similar instruments thereunder (with letters of credit and bankers’ acceptances or similar instruments being deemed to have a principal amount equal to the face amount thereof) in the aggregate principal amount outstanding at any one time not to exceed $25,000,000;

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(ii) the Incurrence by any of the Issuer and the Guarantors of Indebtedness represented by the Securities and the Guarantees;

(iii) (a) Indebtedness existing on the Issue Date (other than Indebtedness described in clauses (i) and (ii) of this Section 4.03(b)) and (b) the 5% Convertible Notes and the 8% Convertible Notes to the extent not covered by clause (a);

(iv) Indebtedness (including Capitalized Lease Obligations) Incurred by the Issuer or any Restricted Subsidiary, and Disqualified Stock issued by the Issuer or any Restricted Subsidiary or Preferred Stock issued by any Restricted Subsidiary, (1) to finance (whether prior to or within 365 days after) the acquisition, lease, construction, repair, replacement, installation, or improvement of property (real or personal) or equipment (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) or (2) consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Indebtedness does not exceed the anticipated useful life of the property being financed, in each case, that (A) is secured, if at all, only by the assets so acquired, leased, constructed, repaired, replaced, installed or improved together with additions, accessions, improvements, parts and attachments thereto and the proceeds thereof and (B) is in an aggregate principal amount that, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding that was Incurred pursuant to this clause (iv), does not exceed the greater of $10,000,000 and 1.0% of Total Assets;

(v) Indebtedness Incurred by the Issuer or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit, bank guarantees or similar instruments issued or indemnification obligations incurred, in each case in the ordinary course of business, including letters of credit, bank guarantees, or similar instruments in respect of workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self- insurance, letters of credit in support of customer leasing obligations or any residual lease interest of the Issuer or any Restricted Subsidiary, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from Governmental Authorities, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, employee benefits or requirements of Governmental Authorities;

(vi) Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-outs, or similar obligations, in each case, Incurred or assumed in connection with any acquisition or disposition of any business or any assets of the Issuer or any business, assets or Capital Stock of a Subsidiary of the Issuer in accordance with

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the terms of this Indenture, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition;

(vii) Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the Obligations of the Issuer under the Securities (it being understood that such subordination need not include payment blockage rights prior to a bankruptcy of the Issuer or a Guarantor); provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (vii);

(viii) shares of Preferred Stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such other Restricted Subsidiary that holds such shares of Preferred Stock of such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of Preferred Stock (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to be an issuance of shares of Preferred Stock not permitted by this clause (viii);

(ix) Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided, that any such Indebtedness owed to a Restricted Subsidiary that is not a Guarantor is subordinated in right of payment to the Obligations of the Issuer under the Securities or the Guarantors under the Guarantees (it being understood that such subordination need not include payment blockage rights prior to a bankruptcy of the Issuer or a Guarantor); provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Restricted Subsidiary of the Issuer holding such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary of the Issuer or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (ix);

(x) Hedging Obligations of the Issuer or any Restricted Subsidiary entered into in the ordinary course of business that are not incurred for speculative purposes but: (1) for the purpose of fixing or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (2) for the purpose of fixing or hedging currency exchange rate risk with respect to any currency exchanges; or (3) for the purpose of fixing or hedging commodity price risk with respect to any commodity purchases or sales;

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(xi) obligations (including reimbursement obligations with respect to any related letters of credit, banker’s acceptances, bank guarantees or similar instruments) in respect of self-insurance, performance, bid, appeal, surety bonds and similar bonds, security deposits, and completion guarantees and similar obligations provided by the Issuer or any Restricted Subsidiary in the ordinary course of business or consistent with past practice or industry practice;

(xii) Indebtedness, Disqualified Stock or Preferred Stock of the Issuer or any Restricted Subsidiary not otherwise permitted under this Indenture in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount or liquidation preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and Incurred pursuant to this clause (xii), does not exceed the greater of $10,000,000 and 1.0% of Total Assets at any one time outstanding (it being understood that any Indebtedness Incurred pursuant to this clause (xii) shall cease to be deemed Incurred or outstanding for purposes of this clause (xii) but shall be deemed Incurred for purposes of Section 4.03(a) from and after the first date on which the Issuer or the Restricted Subsidiary, as the case may be, could have Incurred such Indebtedness under Section 4.03(a) without reliance upon this clause (xii));

(xiii) any guarantee by the Issuer or a Restricted Subsidiary of Indebtedness or other obligations of the Issuer or any other Restricted Subsidiary so long as, in the case of a guarantee of Indebtedness, the Incurrence of such Indebtedness Incurred by the Issuer or such other Restricted Subsidiary is permitted under the terms of this Indenture;

(xiv) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, Preferred Stock or Disqualified Stock of the Issuer or a Restricted Subsidiary that serves to refund, refinance, replace, renew or defease any Indebtedness Incurred or Preferred Stock or Disqualified Stock issued as permitted under Section 4.03(a) and clauses (ii), (iii), (iv), (xii), (xiv), (xv), (xviii), (xx) and (xxviii) of this Section 4.03(b) or any Indebtedness, Preferred Stock or Disqualified Stock Incurred to so refund, refinance, replace or renew such Indebtedness, Preferred Stock or Disqualified Stock, including any additional Indebtedness, Preferred Stock or Disqualified Stock Incurred to pay premiums (including tender premiums and paid-in-kind interest), fees, expenses and defeasance costs in connection therewith (subject to the following proviso, “Refinancing Indebtedness”) prior to its respective maturity; provided that such Refinancing Indebtedness:

(1) has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is not less than the remaining Weighted Average Life to Maturity of the Indebtedness or Disqualified Stock being refunded, refinanced, replaced, renewed or defeased;

(2) has a Stated Maturity that is not earlier than the Stated Maturity of the Indebtedness being refunded, refinanced, replaced or renewed;

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(3) to the extent such Refinancing Indebtedness refunds, refinances or defeases (a) Indebtedness by its express terms subordinated in right of payment to the Securities or a Guarantee, as applicable, such Refinancing Indebtedness is subordinated by its express terms in right of payment to the Securities or a Guarantee to substantially the same extent as such Indebtedness being refunded, refinanced, replaced, renewed or defeased, as applicable (as determined by the Issuer in good faith), or (b) Disqualified Stock or Preferred Stock, such Refinancing Indebtedness is Disqualified Stock or Preferred Stock, respectively;

(4) is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refunded, refinanced, replaced, renewed or defeased plus accrued and unpaid interest, premiums (including tender premiums and paid-in-kind interest), fees, expenses and defeasance costs Incurred in connection with such refinancing;

(5) shall not include Indebtedness of the Issuer or a Restricted Subsidiary that refunds, refinances, replaces, renews or defeases Indebtedness of an Unrestricted Subsidiary; and

(6) in the case of any Refinancing Indebtedness Incurred to refund, refinance, replace, renew or defease Indebtedness outstanding under clause (iv), (xii), (xviii) or (xx) of this Section 4.03(b), shall be deemed to have been Incurred and to be outstanding under such clause (iv), (xii), (xviii) or (xx) of this Section 4.03(b), as applicable, and not this clause (xiv) for purposes of determining amounts outstanding under such clause (iv), (xii), (xviii) or (xx) of this Section 4.03(b);

(xv) Indebtedness, Preferred Stock or Disqualified Stock of (x) the Issuer or any Restricted Subsidiary incurred to finance an acquisition of any property or assets or (y) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged, consolidated or amalgamated with or into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that, in each case, immediately after giving effect to such acquisition or merger, consolidation or amalgamation:

(1) the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in Section 4.03(a); or

(2) the Consolidated Leverage Ratio would be less than immediately prior to such acquisition or merger, consolidation or amalgamation;

(xvi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, including electronic transfers, wire transfers and commercial card payments, in each case, drawn against

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insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within ten Business Days after its Incurrence;

(xvii) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit, bank guarantee or similar instrument issued pursuant to a Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit, bank guarantee or similar instrument to the extent such letter of credit, bank guarantee or similar instrument issued pursuant to such Credit Agreement is otherwise permitted by this Section 4.03;

(xviii) Contribution Indebtedness;

(xix) Indebtedness of the Issuer or any Restricted Subsidiary consisting of (x) the financing of insurance premiums or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xx) Indebtedness of the Issuer or any Restricted Subsidiary Incurred in connection with an Investment in, or representing guarantees of Indebtedness of, joint ventures of the Issuer or any Restricted Subsidiary in an aggregate principal amount, at any one time outstanding, not to exceed the greater of $10,000,000 or 1.0% of Total Assets at the time of Incurrence;

(xxi) Indebtedness of the Issuer or any Restricted Subsidiary issued to

(x) any joint venture (regardless of the form of legal entity) that is not a Subsidiary or (y) any Unrestricted Subsidiary, in each case arising in the ordinary course of business in connection with the treasury cash management operations (including with respect to intercompany self-insurance arrangements) of the Issuer or any Restricted Subsidiary;

(xxii) Subordinated Indebtedness of the Issuer or any Guarantor with a Stated Maturity and, if applicable, a First Amortization Date no earlier than 91 days following the Stated Maturity of the Securities;

(xxiii) Capitalized Lease Obligations Incurred by the Issuer in connection with a Sale/Leaseback Transaction in respect of a Bloom Energy Server entered into with a third party investor or financing partner under the Issuer’s managed services (or equivalent) program having a structure that is materially consistent with that used in the Issuer’s past practice;

(xxiv) Indebtedness Incurred by the Issuer that is convertible into Equity Interests of the Issuer with a Stated Maturity and, if applicable, a First Amortization Date no earlier than 91 days following the Stated Maturity of the Securities, in an aggregate principal amount, at any time outstanding, not to exceed $150,000,000 at the time of Incurrence;

(xxv) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of

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business of the Issuer and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with Cash Management Services provided to the Issuer and its Restricted Subsidiaries;

(xxvi) guarantees to suppliers or licensors (other than guarantees of Indebtedness) in the ordinary course of business;

(xxvii) Indebtedness of the Issuer or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited to defease the Securities as set forth in Article 8; and

(xxviii) Indebtedness of Foreign Subsidiaries of the Issuer incurred not to exceed at any one time outstanding, and together with any other Indebtedness incurred under this clause (xxviii), the greater of $10,000,000 and 2.5% of the Total Assets of the Foreign Subsidiaries.

(c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this Section 4.03:

(i) in the event that an item of Indebtedness, Preferred Stock or Disqualified Stock (or any portion thereof) meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xxviii) of Section 4.03(b) or is entitled to be Incurred pursuant to Section 4.03(a), the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness, Preferred Stock or Disqualified Stock (or any portion thereof) in any manner that complies with this Section 4.03 and shall only be required to include the amount and type of such Indebtedness once;

(ii) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(iii) if obligations in respect of letters of credit, bank guarantees or similar instruments are Incurred pursuant to a Credit Agreement and are being treated as Incurred pursuant to Section 4.03(b)(i) and the letters of credit, bank guarantees or similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included;

(iv) the principal amount of any Disqualified Stock of the Issuer or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; and

(v) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP.

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(d) Accrual of interest, accrual of dividends, the accretion of accreted value or the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock are deemed not to constitute an Incurrence of Indebtedness for purposes of this Section 4.03 and shall not be included in the determination of the amount of such Indebtedness. The amount of any Indebtedness outstanding as of any date shall be (i) in the case of the guarantee by a specified Person of Indebtedness of another Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (ii) in the case of Indebtedness of others guaranteed solely by means of a Lien on any asset or property of the Issuer or any Restricted Subsidiary (and not to their other assets or properties generally), the lesser of (x) the Fair Market Value of such asset or property on the date on which such Indebtedness is Incurred and (y) the amount of the Indebtedness so secured. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a non-U.S. currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the higher U.S. dollar equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness.

(e) Unsecured Indebtedness shall not be treated as subordinated or junior to secured Indebtedness merely because it is unsecured, and senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.

(f) Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary of the Issuer may incur pursuant to this Section 4.03 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values following the incurrence of such Indebtedness.

SECTION 4.04. Limitation on Restricted Payments.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to:

(i) declare or pay any dividend or make any distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity Interests, including any payment made in connection with any merger, amalgamation or consolidation involving the Issuer (other than (A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer or

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in options, warrants or other rights to purchase such Equity Interests of the Issuer or (B) dividends or distributions by a Restricted Subsidiary, provided that, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(ii) purchase or otherwise acquire or retire for value any Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer held by Persons other than the Issuer or a Restricted Subsidiary;

(iii) purchase or otherwise acquire or retire for value any Disqualified Stock of the Issuer or any direct or indirect parent of the Issuer held by Persons other than the Issuer or a Restricted Subsidiary;

(iv) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case prior to any scheduled repayment or scheduled maturity, any Subordinated Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement); or

(v) make any Restricted Investment

(all such payments and other actions set forth in clauses (i) through (v) above (other than any exception thereto) being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(1) no Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Issuer could Incur $1.00 of additional Indebtedness under Section 4.03(a); and

(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (i), (iv), (v) (to the extent such dividends did not reduce Consolidated Net Income) and (xiv) of Section 4.04(b), but excluding all other Restricted Payments permitted by Section 4.04(b)), is less than the amount equal to the Cumulative Credit (with the amount of any Restricted Payment made under this Section 4.04 in any property other than cash being equal to the Fair Market Value (as determined in good faith by the Issuer) of such property at the time such Restricted Payment is made).

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(b) The provisions of Section 4.04(a) shall not prohibit:

(i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(ii) (A) the redemption, repurchase, retirement, defeasance or other acquisition of any Equity Interests, Disqualified Stock or Subordinated Indebtedness (“Retired Interests”) of the Issuer or any direct or indirect parent of the Issuer or any Restricted Subsidiary in exchange for, or out of the proceeds of, the substantially concurrent sale of, Equity Interests of the Issuer or any direct or indirect parent of the Issuer or contributions to the equity capital of the Issuer (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary of the Issuer) (collectively, including any such contributions, “Refunding Interests”); and (B) the declaration and payment of accrued dividends on the Retired Interests out of the proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuer or to an employee stock ownership plan or any trust established by the Issuer or any of its Subsidiaries) of Refunding Interests;

(iii) the redemption, repurchase, defeasance or other acquisition or retirement for value of Subordinated Indebtedness of the Issuer or any Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer or a Restricted Subsidiary that is Incurred in accordance with Section 4.03 so long as:

(A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount (or accreted value, if applicable), plus any accrued and unpaid interest, of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired for value (plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired, plus any paid-in-kind interest, any tender premiums or any defeasance costs, fees and expenses incurred in connection therewith), plus any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness;

(B) such new Indebtedness by its terms is unsecured and subordinated to the Securities or the related Guarantee, as the case may be, in right of payment, at least to the same extent (as determined by the Issuer in good faith) as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, defeased, acquired or retired for value;

(C) such new Indebtedness has a Stated Maturity and, if applicable, a First Amortization Date equal to or later than the earlier of (x) the Stated Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and (y) 91 days following the Stated Maturity of any Securities then outstanding; provided that, for the avoidance of doubt, any provision of

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Convertible Indebtedness providing for a put right upon a change of control or termination of trading shall not cause the Convertible Indebtedness to fail to satisfy the provisions of this Section 4.04(b)(iii)(C); and

(D) such Indebtedness has a Weighted Average Life to Maturity at the time Incurred that is not less than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, defeased, acquired or retired;

(iv) the redemption, repurchase, retirement or other acquisition (or dividends to any direct or indirect parent of the Issuer to finance any such redemption, repurchase, retirement or other acquisition) for value of Equity Interests of the Issuer or any direct or indirect parent of the Issuer held by any future, present or former employee, director or consultant (or their beneficiaries or estates) of the Issuer or any direct or indirect parent of the Issuer or any Subsidiary of the Issuer pursuant to any management or employee equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided that the aggregate amounts paid under this clause (iv) do not exceed $5,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximum payment (without giving effect to the following proviso) of $10,000,000 in any calendar year); provided, further, that such amount in any calendar year may be increased by an amount not to exceed:

(A) the cash proceeds received by the Issuer or any of its Restricted Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) to employees, directors or consultants of the Issuer and its Restricted Subsidiaries or any direct or indirect parent of the Issuer that occurs after the Issue Date (provided that the amount of such cash proceeds utilized for any such repurchase, retirement, other acquisition or dividend shall not increase the amount available for Restricted Payments under clause (3) of Section 4.04(a)); plus

(B) the cash proceeds of key man life insurance policies received by the Issuer or any direct or indirect parent of the Issuer (to the extent contributed to the Issuer) or the Issuer’s Restricted Subsidiaries after the Issue Date;

provided that the Issuer may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (B) above in any one or more calendar years; and provided, further, that cancellation of Indebtedness owing to the Issuer or any Restricted Subsidiary from any present or former employees, directors, officers or consultants (or their beneficiaries or estates) of the Issuer or any Restricted Subsidiary or any direct or indirect parent of the Issuer will not be deemed to constitute a Restricted Payment for purposes of this Section 4.04 or any other provision of this Indenture;

(v) the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Stock of the Issuer or any of its

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Restricted Subsidiaries or any class of Preferred Stock of any Restricted Subsidiary, in each case, issued or incurred in accordance with Section 4.03;

(vi) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date and to any direct or indirect parent of the Issuer and the declaration and payment of dividends on Refunding Interests that are Preferred Stock in excess of the dividends declarable and payable thereon pursuant to Section 4.04(b)(ii); provided, however, that, (A) immediately after giving effect to such declaration (and the payment of dividends or distributions) on a pro forma basis, the Issuer would be able to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a) and (B) the aggregate amount of dividends declared and paid pursuant to this clause (vi) does not exceed the net cash proceeds actually received by the Issuer from any such sale of Designated Preferred Stock (other than Disqualified Stock) issued after the Issue Date;

(vii) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Investments made pursuant to this clause (vii) that are at that time outstanding, not to exceed the greater of $10,000,000 and 1.0% of Total Assets in any calendar year (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(viii) payments or distributions to dissenting stockholders or equityholders pursuant to applicable law in connection with a consolidation, amalgamation or merger by, or sale of all or substantially all of the assets of, the Issuer or any Restricted Subsidiary;

(ix) other Restricted Payments that are made with Excluded Contributions;

(x) other Restricted Payments in an aggregate amount not to exceed the greater of $10,000,000 and 1.0% of Total Assets;

(xi) the distribution, as a dividend or otherwise, of (i) shares of Capital Stock of, or (ii) Indebtedness owed to the Issuer or a Restricted Subsidiary of the Issuer by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are Cash Equivalents);

(xii) repurchases or acquisitions of Equity Interests of the Issuer in connection with the exercise of stock options or warrants or stock appreciation rights by way of cashless exercise or the vesting of restricted stock or restricted units, or in connection with the satisfaction of withholding tax obligations;

(xiii) (a) the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock or Convertible Indebtedness of any such Person, (b) the purchase of

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fractional shares of Capital Stock of the Issuer arising out of stock dividends, splits or combinations or in connection with issuances of Capital Stock of the Issuer pursuant to mergers, consolidations or other acquisitions, and (c) the issuance of Capital Stock upon conversion of Convertible Indebtedness or the exercise of stock options or warrants;

(xiv) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 4.06 and 4.08; provided that all Securities tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

(xv) in connection with any merger, consolidation or other acquisition by the Issuer or any Restricted Subsidiary, the receipt or acceptance by the Issuer or any Restricted Subsidiary of Capital Stock of the Issuer or any Restricted Subsidiary constituting a portion of the purchase price consideration in settlement of indemnification claims or as a result of a purchase price adjustment (including earn-outs and similar obligations), without any payment of cash or other consideration by the Issuer or any Restricted Subsidiary;

(xvi) the distribution of rights pursuant to a customary shareholder rights plan or the redemption of such rights in accordance with the terms of any such shareholder rights plan;

(xvii) the redemption, repurchase, retirement or other acquisition for value of Equity Interests of the Issuer held by any competitor of the Issuer to the extent that the Issuer determines in good faith that the failure to do so would have a material adverse effect on its business;

(xviii) distributions or payments of Receivables Fees; and

(xix) the payment of premiums in respect of, exercise of, or performance of any obligations under, any Permitted Bond Hedge Transaction or Permitted Warrant Transaction;

provided, that at the time of, and after giving effect to, any Restricted Payment permitted under clause (vii) or (x) of this Section 4.04(b), no Default shall have occurred and be continuing or would occur as a consequence thereof.

(c) As of the Issue Date, all of the Issuer’s Subsidiaries (excluding any PPA Company) will be Restricted Subsidiaries. For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investments”. Such designation shall only be permitted if a Restricted Payment or Permitted Investment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of “Unrestricted Subsidiary”.

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(d) For purposes of determining compliance with this Section 4.04, in the event that a Restricted Payment (or any portion thereof) meets the criteria of more than one of the categories described in Section 4.04(b) or is entitled to be made pursuant to Section 4.04(a), the Issuer may, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Restricted Payment (or any portion thereof) in any manner that complies with this Section 4.04.

SECTION 4.05. Dividend and Other Payment Restrictions Affecting Subsidiaries. The Issuer shall not, and shall not permit any of its Restricted

Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(a) (i) pay dividends or make any other distributions to the Issuer or any of its Restricted Subsidiaries (1) on its Capital Stock or (2) with respect to any other interest or participation in, or measured by, its profits or (ii) pay any Indebtedness owed to the Issuer or any of its Restricted Subsidiaries;

(b) make loans or advances to the Issuer or any of its Restricted Subsidiaries; or

(c) sell, lease or transfer any of its properties or assets to the Issuer or any of its Restricted Subsidiaries (it being understood that such sale, lease or transfer shall not include any type of sale, lease or transfer described in Section 4.05(a) or Section 4.05(b)),

except in each case for such encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions (i) in effect on the Issue Date or (ii) under any Credit Agreement permitted under Section 4.03(b)(i);

(2) this Indenture, the Guarantees, the Securities or the Security Documents;

(3) applicable law or any applicable rule, regulation, order, approval, license, permit, grant or similar restriction;

(4) any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition or at the time it merges, consolidates or amalgamates with or into the Issuer or any Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person (but, in each case, not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired;

(5) contracts or agreements for the sale of assets, including any restriction with respect to a Restricted Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Capital Stock or assets of such Restricted Subsidiary pending the closing of such sale or disposition;

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(6) restrictions on cash or other deposits or net worth under agreements, instruments or contracts entered into in the ordinary course of business;

(7) customary provisions in joint venture agreements, partnership agreements, stock sale agreements, asset sale agreements, collaboration agreements, intellectual property licenses and other similar agreements entered into in the ordinary course of business;

(8) restrictions contained in contracts or agreements related to purchase money obligations for property acquired and Capitalized Lease Obligations in the ordinary course of business;

(9) customary provisions contained in leases, subleases, licenses, sublicenses and other similar agreements entered into in the ordinary course of business;

(10) other Indebtedness, Disqualified Stock or Preferred Stock (a) of the Issuer or any Restricted Subsidiary of the Issuer that is a Guarantor or (b) of any Restricted Subsidiary that is not a Guarantor so long as such encumbrances and restrictions contained in any agreement or instrument will not materially affect the Issuer’s ability to make anticipated principal or interest payments on the Securities (as determined in good faith by the Issuer), provided that in the case of each of clauses (a) and (b), such Indebtedness, Disqualified Stock or Preferred Stock is permitted to be Incurred subsequent to the Issue Date under Section 4.03;

(11) any Permitted Investment (to the extent such encumbrance or restriction was not made in contemplation of such Permitted Investment and was in existence on the date of such Permitted Investment);

(12) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

(13) customary restrictions and conditions contained in any document related to any Permitted Lien so long as such restrictions or conditions relate only to the assets subject to such Lien;

(14) any encumbrances or restrictions existing with respect to any Unrestricted Subsidiary at the time it is designated or deemed to become a Restricted Subsidiary (other than restrictions incurred in contemplation of such designation);

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(15) only with respect to Section 4.05(c): (i) customary provisions restricting subletting or assignment of leases or customary provisions in licenses or other agreements that restrict assignment of such agreements or rights thereunder; (ii) customary provisions restricting the sale or other disposition of property contained in agreements limiting the transfer of property pending the closing of such sale; and (iii) restrictions on the sale or other disposition of property acquired, constructed, improved or leased (and any additions, parts, attachments, fixtures, leasehold improvements, proceeds, improvements or accessions related thereto) in whole or in part under any agreement, instrument or contract relating to Indebtedness permitted to be Incurred under clause (6) of the definition of Permitted Lien; and

(16) customary provisions under any agreements, instruments or contracts relating to any Receivables Program.

For purposes of determining compliance with this Section 4.05, (i) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on other Capital Stock shall not be deemed a restriction on the ability to make distributions on Capital Stock and (ii) the subordination of loans or advances made to the Issuer or a Restricted Subsidiary of the Issuer to other Indebtedness Incurred by the Issuer or any such Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances.

SECTION 4.06. Asset Sales.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make an Asset Sale, unless (x) the Issuer or any of its Restricted Subsidiaries, as the case may be, receives consideration in connection with such Asset Sale at least equal to the Fair Market Value (as determined in good faith by the Issuer as of the date of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of, and (y) at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of Cash Equivalents; provided that the amount of:

(i) any liabilities (as shown on the Issuer’s or such Restricted Subsidiary’s most recent balance sheet or in the notes thereto or, if incurred or accrued subsequent to the date of such balance sheet, such liabilities that would have been shown on the Issuer’s or such Restricted Subsidiary’s balance sheet or in the footnotes thereto if such accrual had taken place on or prior to the date of such balance sheet, as determined in good faith by the Issuer) of the Issuer or any Restricted Subsidiary of the Issuer (other than liabilities (A) that are by their terms subordinated to the Securities or any Guarantee or (B) that are owed to the Issuer, a Subsidiary thereof or any Affiliate thereof) that are assumed by the transferee of any such assets or that are otherwise cancelled or terminated in connection with the transaction with such transferee;

(ii) any notes or other obligations or other securities or assets received by the Issuer or such Restricted Subsidiary of the Issuer from such transferee that are converted by the Issuer or such Restricted Subsidiary of the Issuer into Cash

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Equivalents within 180 days of the receipt thereof (to the extent of the Cash Equivalents received); and

(iii) any Designated Non-cash Consideration received by the Issuer or any of its Restricted Subsidiaries in such Asset Sale having an aggregate Fair Market Value (as determined in good faith by the Issuer), taken together with all other Designated Non-cash Consideration received pursuant to this clause (iii) that is at that time outstanding, not to exceed $5,000,000 (with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value)

shall be deemed to be Cash Equivalents for the purposes of this Section 4.06(a). The Issuer shall determine the Fair Market Value of any consideration from such Asset Sale that is not Cash Equivalents.

(b) Within 365 days after the Issuer’s or any Restricted Subsidiary of the Issuer’s receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary of the Issuer may apply the Net Proceeds from such Asset Sale, at its option:

(i) to permanently reduce any Indebtedness (other than Subordinated Indebtedness) of the Issuer or any Restricted Subsidiary (excluding any Indebtedness owed to the Issuer or another Restricted Subsidiary) (provided that if the Issuer shall so reduce such Indebtedness, the Issuer will reduce Indebtedness under the Securities as provided under the optional redemption provisions of Paragraph 5 of the Security, through open-market purchases (provided that such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, the pro rata principal amount of Securities, in each case other than Indebtedness owed to the Issuer or an Affiliate of the Issuer);

(ii) to make an Investment in any one or more businesses (provided that if such Investment is in the form of the acquisition of Capital Stock of a Person, such acquisition results in such Person becoming a Restricted Subsidiary of the Issuer or, if such Person is a Restricted Subsidiary of the Issuer, in an increase in the percentage ownership of such Person by the Issuer or any Restricted Subsidiary of the Issuer) or capital expenditures, or to acquire assets or property, in each case (A) used or useful in a Permitted Business or (B) that replace the properties and assets in all material respects that are the subject of such Asset Sale; or

(iii) any combination of Section 4.06(b)(i) and Section 4.06(b)(ii).

In the case of Section 4.06(b)(i) and Section 4.06(b)(ii), a binding commitment shall be treated as a permitted application of the Net Proceeds from the date of such commitment so long as the Issuer or such other Restricted Subsidiary enters into such commitment with the

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good faith expectation that such Net Proceeds will be applied to satisfy such commitment within 180 days of such commitment; provided that in the event such binding commitment is later canceled or terminated for any reason before such Net Proceeds are so applied, the Issuer or such Restricted Subsidiary enters into another binding commitment (a “Second Commitment”) within six months of such cancellation or termination of the prior binding commitment; provided, further, that if any Second Commitment is later cancelled or terminated for any reason before such Net Proceeds are so applied, then such Net Proceeds shall constitute Excess Proceeds.

(c) Any Net Proceeds from any Asset Sale that are not applied as provided and within the time period set forth in Section 4.06(b) (it being understood that any portion of such Net Proceeds used to make an offer to purchase Securities, as described in Section 4.06(b)(i), shall be deemed to have been invested whether or not such offer is accepted) will be deemed to constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $15,000,000, the Issuer shall make an offer to all Holders of Securities (and, if required by the terms of any Pari Passu Indebtedness, to holders of any Pari Passu Indebtedness) (an “Asset Sale Offer”) to purchase the maximum principal amount of Securities (and such Pari Passu Indebtedness) that is at least $1,000 and an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal balance thereof (or, in the event such Pari Passu Indebtedness was issued with significant original issue discount, 100% of the accreted value thereof), plus accrued and unpaid interest (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Section 4.06 (or other instrument governing such Pari Passu Indebtedness). The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within twenty Business Days after the date that Excess Proceeds exceed $15,000,000 or at the option of the Issuer at any earlier time after receipt of Net Proceeds from an Asset Sale, by providing the written notice required pursuant to Section 4.06(h) (or other instrument governing such Pari Passu Indebtedness), with a copy to the Trustee. To the extent that the aggregate amount of Securities (and such Pari Passu Indebtedness) tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for any purpose that is not prohibited by this Indenture. If the aggregate principal amount of Securities (and such Pari Passu Indebtedness) surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Securities to be purchased in the manner described in Section 4.06(g). Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. For the avoidance of doubt, any Asset Sale Offer shall not be construed to be an optional redemption of the type described in Paragraph 5 of the Security and no premium shall be paid by the Issuer in connection with the repurchase of the Securities.

(d) Pending the final application of any Net Proceeds pursuant to this Section 4.06, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility, if any, or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations to the extent such laws or regulations are applicable in connection with the repurchase of the Securities pursuant to an Asset Sale

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Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

(f) Not later than the date upon which written notice of an Asset Sale Offer is delivered to the Trustee as provided above, the Issuer shall deliver to the Trustee an Officer’s Certificate as to (i) the amount of the Excess Proceeds, (ii) the application of the Net Proceeds from the Asset Sales pursuant to which such Asset Sale Offer is being made and (iii) the compliance of such application with the provisions of Section 4.06(b). On the specified date of purchase, the Issuer shall also irrevocably deposit with the Trustee or with a Paying Agent (or, if the Issuer or a domestically organized Wholly Owned Restricted Subsidiary is acting as the Paying Agent, segregate and hold in trust) an amount equal to the Excess Proceeds to be invested in Cash Equivalents, as directed in writing by the Issuer, and to be held for payment in accordance with the provisions of this Section 4.06. Upon the expiration of the period for which the Asset Sale Offer remains open (the “Offer Period”), the Issuer shall deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Issuer, along with a written payment and cancellation order. The Trustee (or the Paying Agent, if not the Trustee) shall, on the date of purchase, mail or deliver payment to each tendering Holder in the amount of the purchase price as determined by the Issuer and stated in the written payment and cancellation order. In the event that the Excess Proceeds delivered by the Issuer to the Trustee are greater than the purchase price of the Securities tendered, the Trustee shall deliver the excess to the Issuer immediately after the expiration of the Offer Period for application in accordance with Section 4.06.

(g) Holders electing to have a Security purchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuer at the address specified in the notice at least three Business Days prior to the purchase date. Holders shall be entitled to withdraw their election if the Issuer receives not later than one Business Day prior to the purchase date a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security that was delivered by the Holder for purchase and a statement that such Holder is withdrawing such Holder’s election to have such Security purchased. If at the end of the Offer Period more Securities (and such Pari Passu Indebtedness, as applicable) are tendered pursuant to an Asset Sale Offer than the Issuer is required to purchase, and if the Securities are Global Securities held by the Depository, the particular Securities or portions thereof to be redeemed shall be allocated on a pro rata pass-through distribution of principal basis in accordance with Depository procedures; provided, that, so long as the Securities are held in book-entry form, the selection for redemption of such Securities shall be made in accordance with the operational arrangements of the Depository then in effect, and if the Depository operational arrangements do not allow for redemption on a pro rata pass-through distribution of principal basis, the Securities will be selected for redemption, in accordance with Depository procedures, by lot. If the Securities are not Global Securities held by the Depository, selection of such Securities for purchase shall be made by the Trustee on a pro rata basis to the extent practicable or such other method as the Trustee shall deem fair and appropriate (and in such manner as complies with applicable legal requirements); provided that no Securities of $250,000 or less shall be purchased in part. Selection of such Pari Passu Indebtedness, as applicable, shall be made pursuant to the terms of such Pari Passu Indebtedness; provided that

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any purchase by the Issuer of Pari Passu Indebtedness and Securities tendered pursuant to an Asset Sale Offer shall otherwise be made on a pro rata basis, as nearly as practicable. In connection with an Asset Sale Offer, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying as to the principal amount of Pari Passu Indebtedness, to the extent applicable.

(h) Written notices of an Asset Sale Offer shall be provided at least 30 but not more than 60 days before the purchase date to each Holder of Securities at such Holder’s registered address (or electronically pursuant to the Depository’s applicable procedures). If any Security is to be purchased in part only, any notice of purchase that relates to such Security shall state the portion of the principal amount thereof that has been or is to be purchased. Holders of certificated Securities whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. If the Securities are Global Securities held by the Depository, then the applicable operational procedures of the Depository for tendering and withdrawing securities will apply.

SECTION 4.07. Transactions with Affiliates.

(a) The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction or series of transactions, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an “Affiliate Transaction”) involving aggregate consideration in excess of $1,000,000, unless:

(i) such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that could have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person; and

(ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10,000,000, the Issuer delivers to the Trustee a resolution adopted by the majority of the disinterested members of the Board of Directors of the Issuer, approving such Affiliate Transaction, evidenced by an Officer’s Certificate certifying that such Affiliate Transaction complies with clause (i) above.

(b) The provisions of Section 4.07(a) shall not apply to the following:

(i) any transaction or series of transactions between or among any of the Issuer and its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction), including any payment to, or sale, lease, transfer or other disposition of any properties or assets to, or purchase of any property or assets from, or any contract, agreement, amendment, understanding, loan, advance or guarantee with, or for the benefit of, any of the Issuer and its Restricted Subsidiaries (or an entity that becomes a Restricted Subsidiary as a result of such transaction);

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(ii) Restricted Payments permitted by Section 4.04 and Permitted Investments (without giving effect to clause (12) of the definition of “Permitted Investments”);

(iii) the payment of reasonable and customary compensation, benefits, fees and reimbursement of expenses paid to, and indemnity (including directors and officers insurance), contribution and insurance provided on behalf of, officers, directors, employees or consultants of the Issuer or any Restricted Subsidiary;

(iv) transactions in which the Issuer or any of its Restricted Subsidiaries, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.07(a)(i);

(v) payments or loans (or cancellation of loans) to officers, directors, employees or consultants of the Issuer or any of the Restricted Subsidiaries of the Issuer and employment agreements, stock option plans and other similar arrangements with such officers, directors, employees or consultants that, in each case, are approved by a majority of the disinterested members of the Board of Directors of the Issuer in good faith;

(vi) any agreement as in effect as of the Issue Date or any amendment thereto (so long as any such agreement together with all amendments thereto, taken as a whole, is not more disadvantageous to the Holders of the Securities in any material respect than the original agreement as in effect on the Issue Date) or any transaction contemplated thereby as determined in good faith by the Issuer;

(vii) the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders or equityholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any amendment thereto (or amendment and restatement thereof) or similar transactions, agreements or arrangements that it may enter into thereafter; provided that the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under, any future amendment to any such existing transaction, agreement or arrangement shall only be permitted by this clause (vii) to the extent that the terms of any such existing transaction, agreement or arrangement together with all amendments thereto (or amendment and restatement thereof), taken as a whole, are not otherwise more disadvantageous to the Holders of the Securities in any material respect than the original transaction, agreement or arrangement as in effect on the Issue Date (as determined in good faith by the Issuer);

(viii) (A) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or

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sale of goods or services, in each case in the ordinary course of business and not otherwise prohibited by the terms of this Indenture, which are fair to the Issuer and its Restricted Subsidiaries in the reasonable determination of the Board of Directors or the senior management of the Issuer, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party or (B) transactions with joint ventures or Unrestricted Subsidiaries entered into in the ordinary course of business that are not otherwise prohibited by this Indenture;

(ix) the issuance or transfer of Equity Interests (other than Disqualified Stock) of the Issuer to any Person;

(x) the issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee, consultant or director benefit plans approved by the Board of Directors of the Issuer or any direct or indirect parent of the Issuer or of a Restricted Subsidiary of the Issuer, as appropriate, in good faith;

(xi) any contribution to the capital of the Issuer;

(xii) transactions permitted by, and complying with, Article 5;

(xiii) pledges of Equity Interests of Unrestricted Subsidiaries;

(xiv) intercompany transactions undertaken in good faith for the purpose of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing compliance with any covenant set forth in this Indenture;

(xv) the formation and maintenance of any consolidated group or subgroup for tax, accounting or cash pooling or management purposes in the ordinary course of business;

(xvi) transactions between the Issuer or any of its Restricted Subsidiaries, on the one hand, and any PPA Company, on the other hand;

(xvii) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers, directors and consultants; and

(xviii) commercial product sales in the ordinary course of business.

SECTION 4.08. Change of Control.

(a) Upon a Change of Control, each Holder shall have the right to require the Issuer to repurchase all or any part (in integral multiples of $1,000 but so long as no Security of an unauthorized denomination less than $250,000 remains outstanding) of such Holder’s then

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outstanding Securities at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Change of Control Repurchase Date (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the related Payment Date, with no interest then to be payable to Holders whose Securities will be subject to repurchase by the Issuer), in accordance with the terms contemplated in this Section 4.08; provided, however, that notwithstanding the occurrence of a Change of Control, the Issuer shall not be obligated to repurchase any Securities pursuant to this Section 4.08 in the event that it has exercised (i) its unconditional right to redeem such Securities in accordance with Article 3 or (ii) its legal defeasance option or covenant defeasance option in accordance with Article 8.

(b) Within 30 days following any Change of Control, except to the extent that the Issuer has exercised (x) its unconditional right to redeem the Securities by delivery of a notice of redemption in accordance with Article 3 or (y) its legal defeasance option or covenant defeasance option in accordance with Article 8, the Issuer shall provide a written notice (a “Change of Control Offer”) to each Holder with a copy to the Trustee stating:

(i) that a Change of Control has occurred and that such Holder has the right to require the Issuer to repurchase such Holder’s Securities at a repurchase price in cash equal to 101% of the principal balance thereof, plus accrued and unpaid interest, if any, to, but excluding, the Change of Control Repurchase Date (subject to the right of the Holders of record on the relevant Record Date to receive interest on the related Payment Date, with no interest then to be payable to Holders whose Securities will be subject to repurchase by the Issuer);

(ii) the events causing such Change of Control;

(iii) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such written notice is provided) (such repurchase date, the “Change of Control Repurchase Date”); and

(iv) the instructions determined by the Issuer, consistent with this Section 4.08, that a Holder must follow in order to have its Securities repurchased.

(c) Holders electing to have a Security repurchased shall be required to surrender the Security, with an appropriate form duly completed, to the Issuer at the address specified in the Change of Control Offer (or otherwise in accordance with the applicable procedures of the Depository) at least three Business Days prior to the repurchase date. The Holders shall be entitled to withdraw their election if the Issuer receives not later than one Business Day prior to the repurchase date a facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Security that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security repurchased. Holders of certificated Securities whose Securities are repurchased only in part shall be issued new Securities equal in principal amount to the unpurchased portion of the Securities surrendered. If the Securities are Global Securities held by the Depository, then the applicable operational procedures of the Depository for tendering and withdrawing securities will apply.

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(d) On the repurchase date, all Securities repurchased by the Issuer under this Section 4.08 shall be delivered to the Trustee for cancellation, and the Issuer shall pay the purchase price plus accrued and unpaid interest to the Holders entitled thereto.

(e) A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon the occurrence of such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

(f) Notwithstanding the foregoing provisions of this Section 4.08, the Issuer shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer (which may be conditioned upon the occurrence of such Change of Control) in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.08 applicable to a Change of Control Offer made by the Issuer and purchases all Securities validly tendered and not withdrawn under such Change of Control Offer.

(g) Securities repurchased by the Issuer pursuant to a Change of Control Offer will have the status of Securities issued but not outstanding or will be retired and canceled at the option of the Issuer. Securities purchased by a third party pursuant to Section 4.08(f) will have the status of Securities issued and outstanding.

(h) At the time the Issuer delivers (or causes to be delivered) Securities to the Trustee that are to be accepted for repurchase, the Issuer shall also deliver an Officer’s Certificate stating that such Securities are to be accepted by the Issuer pursuant to and in accordance with the terms of this Section 4.08 and confirming whether the Securities will be considered issued but not outstanding, or include orders to cancel the repurchased Securities. A Security shall be deemed to have been accepted for repurchase at the time the Trustee, directly or through an agent, provides payment therefor upon receipt from or on behalf of the Issuer to the surrendering Holder.

(i) The Issuer shall comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Securities pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Issuer shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

SECTION 4.09. Further Instruments and Acts. Upon the reasonable request of the Trustee or the Collateral Agent or as otherwise required by the Indenture and the Security Documents, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 4.10. Future Guarantors. The Issuer shall cause each Subsidiary, within 30 days of becoming a Subsidiary, to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C pursuant to which such Subsidiary shall

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guarantee the Issuer’s Obligations under the Securities and this Indenture; provided, however, that none of any Foreign Subsidiary, any PPA Company, Yellow Jacket Energy, LLC, any Immaterial Subsidiary or any Receivables Subsidiary shall be required to become a Guarantor.

SECTION 4.11. Liens. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, create, Incur or suffer to exist any Lien (except Permitted Liens) on any asset or property of the Issuer or such Restricted Subsidiary securing Indebtedness, unless:

(a) in the case of Liens (other than Permitted Liens) securing Subordinated Indebtedness, the Securities are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or

(b) in the case of all other Liens (other than Permitted Liens), the Securities are equally and ratably secured.

Notwithstanding the foregoing, any Lien securing the Securities granted pursuant to this Section 4.11 shall be automatically and unconditionally released and discharged upon (i) the release by the holders of the Indebtedness described above of their Lien on the property or assets of the Issuer or any Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), (ii) any sale, exchange, disposition or transfer to any Person other than the Issuer or any Restricted Subsidiary of the property or assets secured by such Lien so long as such disposition is permitted by the terms of this Indenture, (iii) payment in full of the principal of, and accrued and unpaid interest, if any, on, the Securities, or (iv) a defeasance or discharge of the Securities in accordance with the procedures described in Article 8.

For purposes of determining compliance with this Section 4.11, in the event that a Lien securing an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Liens described in the foregoing paragraph or in clauses (1) through (40) of the definition of “Permitted Liens”, then the Issuer shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such Lien securing an item of Indebtedness (or any portion thereof) in any manner that complies with this Section 4.11.

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the payment of interest or dividends in the form of additional Indebtedness, amortization of original issue discount and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, in each case in respect of such Indebtedness.

SECTION 4.12. Liens on Notes Collateral. The Issuer shall not create, Incur or suffer to exist any Lien on the Notes Collateral except for the Liens contemplated by clauses (3), 7(B), 7(C), (26) and (35) of the definition of “Permitted Liens”.

SECTION 4.13. Administration of the Collection Account.

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(a) The Issuer shall establish and maintain a segregated account held with U.S. Bank National Association (or another segregated account in replacement thereof held with another U.S. federally insured depositary financial institution that is acting as the Trustee or other Paying Agent) in the name of the Trustee or other Paying Agent (acting in either case as an agent for or representative of the Collateral Agent), or in the name of the Issuer, in each case, subject to the Liens established under the Security Agreement and the other Security Documents (such account, the “Collection Account”). The Collection Account shall be established and maintained so as to create, perfect and establish the priority of the Liens established under the Security Agreement and the other Security Documents in such Collection Account and all funds and other assets or property from time to time deposited therein or credited thereto and otherwise to effectuate the Liens under the Security Documents. The Collection Account shall bear a designation clearly indicating that the funds and other assets or property deposited therein or credited thereto are held for the benefit of the Secured Parties.

(b) The Trustee or other Paying Agent, as applicable, shall have sole dominion and control over the Collection Account (including, among other things, the sole power to direct withdrawals or transfers from the Collection Account). The Trustee or other Paying Agent, as applicable, shall make withdrawals and transfers from the Collection Account in accordance with the terms of this Indenture. Each of the Issuer and the Trustee, any other Paying Agent and the Collateral Agent acknowledges and agrees that the Collection Account is a “securities account” within the meaning of Section 8-501 of the Uniform Commercial Code and that the Trustee or other Paying Agent, as applicable, has “control”, for purposes of Section 9- 314 of the Uniform Commercial Code, of the Collection Account that is maintained with the Trustee or other Paying Agent. The Trustee hereby confirms that it has established account number 241925001 in the name of the Issuer for the benefit of the Secured Parties as the Collection Account. The Issuer and the Trustee, any other Paying Agent and the Collateral Agent further agree that the jurisdiction of the Trustee, such other Paying Agent or the Collateral Agent, as applicable, for purposes of the Uniform Commercial Code shall be the State of New York. The crediting by the Trustee or other Paying Agent, as applicable, to the Collection Account of any asset or property that is not otherwise a financial asset by virtue of Section 8- 102(a)(9)(i) of the Uniform Commercial Code or Section 8-102(a)(9)(ii) of the Uniform Commercial Code, including cash, shall constitute the “express agreement” of the Trustee or such other Paying Agent, as applicable, under Section 8-102(a)(9)(iii) of the Uniform Commercial Code that such property is a financial asset under such Section 8-102(a)(9)(iii) of the Uniform Commercial Code.

(c) The Issuer will deposit, or cause to be deposited, all Servicing Payments received on or after July 1, 2017 into the Collection Account pursuant to an irrevocable written direction from the Issuer to each counterparty or other payor under each Servicing Agreement. Funds may not be withdrawn from the Collection Account except as set forth in this Section 4.13 or, upon the occurrence and during the continuance of an Event of Default, at the direction of the Holders of a majority in principal amount of the Securities as further described in Article 6. Funds in the Collection Account may be invested in Cash Equivalents available to the Trustee or other Paying Agent, as applicable, by the Trustee or such Paying Agent at the written direction of the Issuer absent the occurrence and continuance of an Event of Default. Promptly following the occurrence of an Event of Default and during the continuation thereof, the Trustee or other Paying Agent, as applicable (acting as an agent for or representative of the Collateral Agent)

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shall direct such funds to be invested pursuant to the direction of the Holders of a majority in principal amount of the Securities that are available to the Trustee or other Paying Agent, as applicable. In the absence of written instructions, such funds may be invested in the U.S. Bank National Association Money Market Deposit Account.

(d) Payments of accrued and unpaid interest due and owing pursuant to the terms of this Indenture on each Payment Date will be paid first from any Servicing Payments deposited in the Collection Account, calculated for the period from and including six Business Days before the previous Payment Date (or from and including July 1, 2017 if no Payment Date has yet occurred) to and excluding six Business Days before the upcoming Payment Date (including the Stated Maturity in respect of the Securities) (the “Relevant Calculation Period”), including any investment income earned during such Relevant Calculation Period (the “Available Amounts”) (plus any other funds then on deposit in the Collection Account). Payments of outstanding principal due and owing pursuant to the terms of this Indenture on each Payment Date, commencing July 31, 2019, will be paid from the Available Amounts in respect of the Relevant Calculation Period (plus any other funds then on deposit in the Collection Account) less any portion of the Available Amounts (and any other such funds then on deposit in the Collection Account) used to pay the required interest amount on the Securities on such Payment Date. Payments of principal and interest will, on each Payment Date, be made in an amount calculated in accordance with Section 4.01. For the avoidance of doubt, to the extent the Available Amounts in respect of the Relevant Calculation Period (plus any other funds then on deposit in the Collection Account) are insufficient to pay the required interest amount on the Securities or the required principal amount of the Securities on the applicable Payment Date, the Issuer will be required to pay the deficiency from other funds (and, if it is unable to do so within the applicable grace periods, it will be an Event of Default in respect of the Securities to the extent provided, and subject to the terms set forth, under Article 6).

(e) As long as no Event of Default has occurred and is continuing, any remaining balance of the Available Amounts in respect of the Relevant Calculation Period (plus any other funds then on deposit in the Collection Account) on the applicable Payment Date (after payment of the required interest amount on the Securities and the required principal amount of the Securities on such Payment Date) shall be released, free and clear of all Liens securing the Securities, from the Collection Account by the Trustee or other Paying Agent, as applicable, to an account directed in writing by the Issuer, which shall initially be: Wells Fargo Bank, N.A., 420 Montgomery Street, San Francisco, California 94104, ABA number 121000248, account name Bloom Energy Corporation Operating Account, account number 4391338282; provided, however, that if the quotient obtained by dividing the Available Amounts in respect of the Relevant Calculation Period for any Payment Date (except the Stated Maturity in respect of the Securities) (excluding any investment income earned during such Relevant Calculation Period) by the total amount of principal and interest required to be paid in respect of the Securities pursuant to the terms of this Indenture on such Payment Date (the “Actual Debt Service Coverage Ratio”) is less than the Required Debt Service Coverage Ratio in respect of such Payment Date, as set forth on the relevant Calculation Report, any such remaining balance shall not be released from the Collection Account on such Payment Date.

(f) The Issuer will provide the Trustee with a calculation report in the form of Exhibit F (the “Calculation Report”) in respect of the Available Amounts for each Relevant

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Calculation Period (plus any other funds then on deposit in the Collection Account), the distributions to be paid from the Collection Account by the Trustee and the calculation of the Actual Debt Service Coverage Ratio no later than 11:00 a.m. New York City time three Business Days prior to the applicable Payment Date consistent with this Section 4.13. The Trustee shall conclusively rely on information set forth in the Calculation Report.

SECTION 4.14. Servicing Agreements and Servicing Payments.

(a) The Issuer shall (i) perform and comply with its material duties and obligations under the Servicing Agreements, (ii) not forgive, release or compromise any amount owed to or becoming owing to it under the Servicing Agreements and (iii) notwithstanding anything to the contrary contained in this Indenture, not sell, assign, transfer, dispose of, amend, modify, supplement, restate, waive, cancel or terminate (or consent to any of the foregoing with respect to), in whole or in part, any of the Servicing Agreements or any provisions of such Servicing Agreements relating to the right to receive the Servicing Payments, in each case, except (y) to the extent that such action or inaction would not reasonably be expected to result in a material adverse effect on (A) the ability of the Issuer to comply with its payment obligations set forth in Section 4.01, (B) the enforceability of the Securities, this Indenture or the Security Documents or (C) the value of the Notes Collateral taken as a whole or (z) with respect to clauses (ii) and (iii), to the extent that the Issuer has, prior to or contemporaneously with the taking of any such action, entered into a new Servicing Agreement on terms and conditions that are, taken as a whole, not materially less favorable to the Issuer in any respect.

(b) The Issuer shall at all times use its commercially reasonable efforts to exercise and enforce its rights and remedies under the Servicing Agreements, in each case, in a timely and commercially reasonable manner, except to the extent that any failure to do so would not reasonably be expected to result in a material adverse effect on (A) the ability of the Issuer to comply with its payment obligations set forth in Section 4.01, (B) the enforceability of the Securities, this Indenture or the Security Documents or (C) the value of the Notes Collateral taken as a whole.

(c) The Issuer shall provide to the Trustee and the Holders of Securities, promptly and in any event no later than five Business Days after an Officer of the Issuer becomes aware of the occurrence thereof, (i) written notice of any material default or alleged material default by any party to any Servicing Agreement and (ii) copies of (x) any forgiveness, release or compromise of any material amount owed to or becoming owing to the Issuer under the Servicing Agreements, (y) any sale, assignment, transfer, disposition, cancellation or termination of (or any consent to any of the foregoing with respect to) any Servicing Agreement or any provisions of such Servicing Agreement relating to the right to receive the Servicing Payments, and (z) any amendment, modification, supplement, restatement or waiver (solely to the extent that any such amendment, modification, supplement, restatement, or waiver is adverse to the interests of Holders of the Securities) of any Servicing Agreement or any provisions of such Servicing Agreement relating to the right to receive the Servicing Payments.

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SECTION 4.15. Maintenance of Office or Agency.

(a) The Issuer shall maintain an office or agency (which may be an office of the Trustee or an Affiliate of the Trustee or Registrar) where Securities may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Securities and this Indenture may be made. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations and surrenders may be made at the corporate trust place of payment and notices and demands may be made at the Corporate Trust Office of the Trustee as set forth in Section 12.01.

(b) The Issuer may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain an office or agency for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

(c) The Issuer hereby designates the Corporate Trust Office of the Trustee or its agent as such office or agency of the Issuer in accordance with Section 2.04.

SECTION 4.16. Line of Business. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any line of business other than a Permitted Business.

SECTION 4.17. Use of Proceeds. The Issuer shall use, or will cause its Restricted Subsidiaries to use, the net proceeds from the issuance and sale of the Securities for general corporate purposes and to pay fees, costs and expenses arising in connection with the issuance of the Securities.

SECTION 4.18. Existence. Subject to Article 5, the Issuer will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the Issuer and each Guarantor will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate, partnership or other existence of each Guarantor.

SECTION 4.19. Rating. The Issuer shall use commercially reasonable efforts to (a) ) cause a Rating Agency to provide a rating on the Securities on or before September 30, 2017 (at no particular rating category) or, if not achieved by such date, as soon as commercially practicable thereafter, and (b) once such rating is obtained, maintain a current rating (at no particular rating category) and deliver to the Trustee and the Holders of the Securities (and holders of beneficial interests in the Securities), within 90 days after each anniversary of the Issue Date, a ratings letter (or similar evidence) from any Rating Agency then rating the Securities indicating the then current rating on the Securities of such Rating Agency.

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SECTION 4.20. Covenant Suspension.

(a) If, on any date following the Issue Date, (i) the Securities have received an Investment Grade Rating from the Required Rating Agencies, (ii) no Default or Event of Default has occurred and is continuing under this Indenture, and (iii) the Issuer has delivered to the Trustee an Officer’s Certificate certifying as to the events specified in the foregoing clauses (i) and (ii) (the occurrence of the events described in the foregoing clauses (i) through (iii) being referred to collectively as a “Covenant Suspension Event”), the Issuer and the Restricted Subsidiaries will not be subject to Section 4.03, Section 4.04, Section 4.05, Section 4.06, Section 4.07, Section 4.10 and Section 5.01(a)(iii) (collectively, the “Suspended Covenants”).

(b) Upon the occurrence of a Covenant Suspension Event, the amount of Excess Proceeds from Net Proceeds shall be reset at zero.

(c) In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants under this Indenture for any period of time as a result of Section 4.20(a), and on any subsequent date (the “Reversion Date”) (i) one or both of the Required Rating Agencies withdraws its Investment Grade Rating or downgrades the ratings assigned to the Securities below an Investment Grade Rating such that the Securities do not have an Investment Grade Rating from either of the Required Rating Agencies or (ii) the Issuer or any of its Affiliates enters into an agreement to effect a transaction that would result in a Change of Control and one or both of the Required Rating Agencies indicates that, if consummated, such transaction (alone or together with any related recapitalization or refinancing transactions) would cause such Required Rating Agencies to withdraw their Investment Grade Ratings or downgrade the ratings assigned to the Securities below an Investment Grade Rating such that the Securities do not have an Investment Grade Rating from both of the Required Rating Agencies, then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants under this Indenture with respect to future events, including a proposed transaction described in clause (ii) above.

(d) The period of time between the Covenant Suspension Event and the Reversion Date is referred to as the “Suspension Period”. In the event of any reinstatement following a Reversion Date, neither any action taken or omitted to be taken by the Issuer or any of its Restricted Subsidiaries with respect to a Suspended Covenant prior to such reinstatement, nor the performance of obligations incurred during the Suspension Period (which were permitted to be incurred at such time), will give rise to a Default or Event of Default under this Indenture with respect to the Securities; provided that (i) with respect to Restricted Payments made after any such reinstatement, the amount of Restricted Payments made will be calculated as though Section 4.04 had been in effect prior to, but not during, the Suspension Period, provided that any Subsidiaries designated as Unrestricted Subsidiaries during the Suspension Period shall automatically become Restricted Subsidiaries on the Reversion Date (subject to the Issuer’s right to subsequently designate them as Unrestricted Subsidiaries in compliance with this Indenture) and (ii) all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.03(b)(iii).

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(e) The Trustee shall have no duty to monitor the ratings of the Securities and shall not be deemed to have any knowledge of the ratings of the Securities. The Issuer shall provide an Officer’s Certificate to the Trustee indicating the occurrence of a Covenant Suspension Event or any Reversion Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of Securities of any Suspension Period or Reversion Date. The Trustee may provide a copy of such Officer’s Certificate upon request to any Holder (or such holder of beneficial interests in the Securities) who shall have executed and delivered a Confidentiality Agreement in accordance with the terms of this Indenture.

ARTICLE 5

SUCCESSOR COMPANY

SECTION 5.01. When Issuer May Merge or Transfer Assets.

(a) The Issuer shall not consolidate, amalgamate or merge with or into or wind up or convert into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, in one or more related transactions to, any Person unless:

(i) (x) the Issuer is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state or territory thereof or the District of Columbia (the Issuer or such Person, as the case may be, being herein called the “Successor Company”); and (y) the Successor Company (if other than the Issuer) expressly assumes all the obligations of the Issuer under this Indenture, the Securities and the Security Documents pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(ii) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction) no Default shall have occurred and be continuing;

(iii) immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period (and treating any Indebtedness that becomes an obligation of the Successor Company or any of its Restricted Subsidiaries as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), either:

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(A) the Successor Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.03(a); or

(B) the Consolidated Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction;

(iv) each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Securities; and

(v) the Issuer shall have delivered to the Trustee (A) an Officer’s Certificate and an Opinion of Counsel, stating (to the extent applicable with respect to such Opinion of Counsel) that such transaction complies with this Article 5 and such supplemental indentures (if any) comply with this Indenture and (B) an Officer’s Certificate stating that any necessary actions required under this Indenture have been taken or will be taken promptly, and in any event no later than 30 days following such transaction.

(b) The Successor Company (if other than the Issuer) shall succeed to, and be substituted for, the Issuer under this Indenture, the Securities and the Security Documents, and in such event the Issuer will automatically be released and discharged from its obligations under this Indenture, the Securities and the Security Documents. This Article 5 will not apply to a sale, assignment, transfer, lease, conveyance or other disposition of property or assets between or among any of the Issuer and its Restricted Subsidiaries. Notwithstanding Sections 5.01(a)(iii) and 5.01(a)(iv), (i) any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer, and (ii) the Issuer may merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Issuer in any state of the United States, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Issuer and its Restricted Subsidiaries is not increased thereby.

SECTION 5.02. When Guarantors May Merge or Transfer Assets.

(a) Subject to the provisions of Section 10.02(b) (which govern the release of a Guarantee upon the sale, disposition, exchange or other transfer of the Capital Stock of a Guarantor), none of the Guarantors shall, and the Issuer shall not permit any Guarantor to, consolidate, amalgamate or merge with or into or wind up or convert into (whether or not such Guarantor is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(i) either (A) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation, merger, winding up or conversion (if other than such Guarantor or another Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, partnership or limited liability company organized or

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existing under the laws of the jurisdiction of its formation or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the “Successor Guarantor”) and the Successor Guarantor (if other than such Guarantor or another Guarantor) expressly assumes all the obligations of such Guarantor under this Indenture and, if applicable, such Guarantors’ Guarantee pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee or (B) (x) such consolidation, amalgamation, merger, winding up, conversion, sale, assignment, transfer, lease, conveyance or disposition is made to or with a Person that is not the Issuer or a Restricted Subsidiary and is not in violation of Section 4.06 and (y) after giving effect to such consolidation, amalgamation, merger, winding up, conversion, sale, assignment, transfer, lease, conveyance or disposition, such Guarantor is no longer a Restricted Subsidiary; and

(ii) the Successor Guarantor (if other than such Guarantor or another Guarantor) or the Issuer shall have delivered or caused to be delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, amalgamation, merger, winding up, conversion, sale, assignment, transfer, lease, conveyance or disposition and such supplemental indenture (if any) comply with this Indenture.

(b) Except as otherwise provided in this Indenture, the Successor Guarantor (if other than such Guarantor) will succeed to, and be substituted for, such Guarantor under this Indenture and such Guarantor’s Guarantee, and in such event such Guarantor will automatically be released and discharged from its obligations under this Indenture and such Guarantor’s Guarantee.

(c) Notwithstanding the foregoing and without the need to deliver any Opinion of Counsel in connection therewith, any Guarantor may (i) consolidate, amalgamate, merge with or into or wind up or convert into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to, the Issuer or any other Guarantor or (ii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of such Guarantor.

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An “Event of Default” occurs if:

(a) there is a default in any payment of interest on any Security when the same becomes due and payable and such default continues for a period of 30 days;

(b) there is a default in the payment of principal of or premium, if any, on any Security (i) upon scheduled payment thereof (including pursuant to Section 4.01(b)) and such default continues for a period of three Business Days or (ii) upon optional redemption, upon

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required repurchase, upon declaration of acceleration or otherwise (except as set forth in clause (i) above);

(c) (i) the failure by the Issuer to (A) provide a Change of Control Offer as described in Section 4.08 and such failure continues for two Business Days after the due date for such notice or (B) comply with Article 5 or (ii) the failure by the Issuer or any Guarantor to comply with any of its agreements in the Securities or this Indenture (other than those referred to in clause (a) or (b) above) and such failure in the case of this clause (ii) continues for 30 days;

(d) default by the Issuer, any Guarantor or any Significant Subsidiary of the Issuer with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $15,000,000 (or its foreign currency equivalent at the time) in the aggregate of the Issuer and/or any such Guarantor or Significant Subsidiary, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (ii) constituting a failure to pay the principal of any such indebtedness when due and payable at its Stated Maturity, upon redemption, upon required repurchase, upon declaration of acceleration or otherwise, and, in the cases of clauses (i) and (ii), such acceleration shall not, after the expiration of any applicable grace period, have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 30 days after receipt by the Issuer of the notice specified below;

(e) the Issuer, any Guarantor or any Significant Subsidiary of the Issuer shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Issuer or any such Guarantor or Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any such Guarantor or Significant Subsidiary of the Issuer or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors;

(f) an involuntary case or other proceeding shall be commenced against the Issuer, any Guarantor or a Significant Subsidiary of Issuer seeking liquidation, reorganization or other relief with respect to the Issuer or such Guarantor or Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer or such Guarantor or Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive calendar days;

(g) any Guarantee ceases to be in full force and effect (except as contemplated by the terms thereof in accordance with this Indenture) or any Guarantor denies or disaffirms its obligations under this Indenture or any Guarantee and such Default continues for ten Business Days; and

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(h) the Issuer fails to comply for 15 calendar days after the notice specified below with its obligations contained in the Security Documents, except for a failure with respect to assets or property with an aggregate value of less than $1,000,000.

The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

The term “Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state law for the relief of debtors (or their non-U.S. equivalents). The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

A Default under clause (d) or (h) above shall not constitute an Event of Default until the Issuer has received from the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities prior written notice (which such notice shall also be received by the Trustee if given by the Holders) of the Default. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. The Issuer shall deliver to the Trustee within 20 days after obtaining knowledge thereof, written notice in the form of an Officer’s Certificate of any event that is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take in respect thereof.

SECTION 6.02. Acceleration. If an Event of Default (other than an Event of Default specified in Section 6.01(e) or 6.01(f) with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of a majority in principal amount of the then outstanding Securities by written notice to the Issuer and the Trustee, may declare the principal of, and the premium, if any, and accrued but unpaid interest, if any, on, all then outstanding Securities to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, shall be due and payable immediately. Upon the occurrence of an Event of Default specified in Section 6.01(e) or 6.01(f) with respect to the Issuer, the principal of, and the premium, if any, and accrued but unpaid interest, if any, on, all the then outstanding Securities shall ipso facto become and be immediately due and payable, without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in principal amount of the Securities by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived.

If the principal of, or premium, if any, or accrued and unpaid interest, if any, on, the Securities becomes due and payable as provided above (an “Acceleration”), the principal of, and the premium, if any, and accrued but unpaid interest, if any, on, the Securities that becomes due and payable shall equal the optional redemption price in effect on the date of such declaration (or the date set forth in the third sentence of this Section 6.02), as if such Acceleration were an optional redemption of the Securities affected thereby on such date of declaration (or the date set forth in the third sentence of this Section 6.02). The amounts

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described in the preceding sentence are intended to be liquidated damages and not unmatured interest or a penalty.

In the event of any Event of Default specified in Section 6.01(d), such Event of Default and all consequences thereof (excluding, however, any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders of the Securities, if within 30 days after such Event of Default arose the Issuer delivers an Officer’s Certificate to the Trustee stating that (x) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, (y) the Holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default or (z) the default that is the basis for such Event of Default has been cured, it being understood that in no event shall an acceleration of the principal amount of the Securities as described above be annulled, waived or rescinded upon the happening of any such events.

Notwithstanding the foregoing, to the extent the Issuer elects, the sole remedy for an Event of Default under Section 6.01(c)(ii) relating to the Issuer’s failure to comply with Section 4.02 will (i) for the first 90 calendar days after the occurrence of such an Event of Default (beginning on, and including, the date on which such an Event of Default first occurs), consist exclusively of the right to receive additional interest on the Securities equal to 0.25% per annum of the principal amount of such Securities outstanding for each day during such 90 calendar day period on which such Event of Default is continuing and (ii) for the period from, and including, the 91st calendar day after the occurrence of such an Event of Default to, and including, the 180th calendar day after the occurrence of such an Event of Default, consist exclusively of the right to receive additional interest on the Securities equal to 0.50% per annum of the principal amount of Securities outstanding for each day during such additional 90 calendar day period on which such Event of Default is continuing. On the 181st calendar day after the date on which such Event of Default occurred (if such Event of Default has not been cured or waived prior to such 181st day), the Securities will be subject to acceleration as provided above. This paragraph will not affect the rights of Holders of Securities in the event of the occurrence of any other Event of Default. In the event the Issuer does not elect to pay additional interest following an Event of Default in accordance with this paragraph or the Issuer elects to make such payment but does not pay the additional interest when due, the Securities will be subject to acceleration upon an Event of Default with regard thereto as provided above. With regard to any violation specified in this paragraph, no additional interest shall accrue, and no right to declare the principal or other amounts due and payable in respect of the Securities shall exist, after such violation has been cured.

In order to elect to pay the additional interest as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the failure to comply with the reporting obligations in accordance with the immediately preceding paragraph, the Issuer must notify all Holders of Securities, the Trustee and the Paying Agent of such election prior to the beginning of such 180 day period. Upon the Issuer’s failure to timely give such notice, the Securities will be immediately subject to acceleration as provided above.

Additional interest that is payable pursuant to the foregoing provisions will be payable in arrears on each Payment Date following accrual in the same manner as regular interest on the Securities.

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In no event shall additional interest payable at the Issuer’s election for failure to comply with its reporting obligations pursuant to Section 6.01 accrue at a rate in excess of 0.50% per annum pursuant to this Indenture, regardless of the number of events or circumstances giving rise to the requirement to pay such additional interest. All references to interest in this Indenture shall include such additional interest unless expressly set forth.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may, but only at the written direction of Holders of a majority in principal amount of the then outstanding Securities, pursue any available remedy at law or in equity to collect the payment of principal of or interest on the Securities or to enforce the performance of any provision of the Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. To the extent required by law, all available remedies are cumulative.

SECTION 6.04. Waiver of Past Defaults. Provided the Securities are not then due and payable by reason of a declaration of acceleration, the Holders of a majority in principal amount of the then outstanding Securities by written notice to the Trustee may waive an existing Default and its consequences except (a) a Default in the payment of the principal of or interest on a Security, (b) a Default arising from the failure to redeem or purchase any Security when required pursuant to the terms of this Indenture or (c) a Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder affected. When a Default is waived, it is deemed cured and the Issuer, the Trustee and the Holders will be restored to their former positions and rights under this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any consequent right. Any past Default or compliance with any provisions may be waived with the consent of the Holders of a majority in principal amount of the Securities then outstanding.

SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of the then outstanding Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 7.01, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

SECTION 6.06. Limitation on Suits.

(a) Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Securities unless:

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(i) the Holder gives the Trustee written notice stating that an Event of Default is continuing;

(ii) the Holders of at least 25% in principal amount of the then outstanding Securities make a written request to the Trustee to pursue the remedy;

(iii) such Holder or Holders offer to the Trustee security or indemnity satisfactory to it against any loss, liability or expense;

(iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and

(v) the Holders of a majority in principal amount of the then outstanding Securities do not give the Trustee a direction inconsistent with the request during such 60-day period.

(b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

SECTION 6.07. Rights of the Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest on the Securities held by such Holder, on or after the respective due dates expressed or provided for in this Indenture or in the Securities, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(a) or Section 6.01(b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer or any other obligor on the Securities for the whole amount then due and owing (together with interest on overdue principal and (to the extent lawful) on any unpaid interest at the rate provided for in the Securities) and the amounts provided for in Section 7.06.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for reasonable compensation, expenses disbursements and advances of the Trustee (including counsel, accountants, experts or such other professionals as the Trustee deems necessary, advisable or appropriate)) and the Holders allowed in any judicial proceedings relative to the Issuer or any Guarantor, their creditors or their property, shall be entitled to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matters and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions and be a member of a creditors’ or other similar committee, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 7.06.

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SECTION 6.10. Priorities. If the Trustee collects any money or property pursuant to this Article 6 or any Security Document, the Trustee (after giving effect to Section 5.2 of the Security Agreement) shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 7.06;

SECOND: to the Holders for amounts due and unpaid on the Securities for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any, and interest, respectively; and

THIRD: to the Issuer or, to the extent the Trustee collects any amount for any Guarantor, to such Guarantor.

The Trustee may fix a record date and payment date for any payment to the Holders pursuant to this Section 6.10. At least 15 days before such record date, the Trustee shall provide to each Holder and the Issuer a written notice that states the record date, the payment date and amount to be paid.

SECTION 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit by Holders of more than 10% in principal amount of the Securities.

SECTION 6.12. Waiver of Stay or Extension Laws. Neither the Issuer nor any Guarantor (to the extent it may lawfully do so) shall at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.13. Visitation. The Issuer shall permit the representatives of any Holder (or any holder of beneficial interests in the Securities), if a Default or Event of Default then exists, at the expense of the Issuer, to visit any of the offices or properties of the Issuer and to discuss their affairs, finances and accounts with their officers, in each case, no more than once per calendar year and all during normal business hours and upon reasonable notice.

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ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs, except with respect to the obligation to exercise rights and remedies following an Event of Default, which right and remedies shall be performed by the Trustee acting solely upon the direction of Holders of a majority in principal amount of the Securities in accordance with Section 6.03 and Section 6.05.

(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee (it being agreed that the permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty); and

(ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall be under no duty to make any investigation as to any statement contained in any such instance, but may accept the same as conclusive evidence of the truth and accuracy of such statement or the correctness of such opinions. However, in the case of certificates or opinions required by any provision hereof to be provided to it, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of Section 7.01(b);

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts;

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05; and

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(iv) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) The Trustee shall not be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 7.1 and, to the extent made expressly applicable by the terms of this Indenture, to the provisions of the TIA.

SECTION 7.02. Rights of Trustee.

(a) The Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officer’s Certificate or Opinion of Counsel.

(c) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute willful misconduct or negligence.

(e) The Trustee may consult with counsel of its own selection and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Securities or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel or Opinion of Counsel.

(f) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document unless

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requested in writing to do so by the Holders of a majority in principal amount of the Securities at the time outstanding, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney, at the expense of the Issuer and shall incur no liability of any kind by reason of such inquiry or investigation.

(g) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

(h) The rights, privileges, protections, immunities and benefits given to the Trustee, including its right to be compensated, reimbursed and indemnified as provided in Section 7.06, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder (including as Collateral Agent), and each agent, custodian and other Person employed to act hereunder.

(i) The Trustee shall not be liable for any action taken or omitted by it in good faith at the direction of the Holders of a majority in principal amount of the Securities as to the time, method and place of conducting any proceedings for any remedy available to the Trustee or the exercising of any power conferred by this Indenture.

(j) Any action taken, or omitted to be taken, by the Trustee in good faith pursuant to this Indenture upon the request or authority or consent of any person who, at the time of making such request or giving such authority or consent, is the Holder of any Security shall be conclusive and binding upon future Holders of Securities and upon Securities executed and delivered in exchange therefor or in place thereof.

(k) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee. The Trustee and its Affiliates have engaged, currently are engaged and may in the future engage in financial or other transactions with the Issuer and its Affiliates in the ordinary course of their respective businesses. Any Paying Agent or Registrar may do the same with like rights. However, the Trustee must comply with Sections 7.09 and 7.10.

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SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, any Guarantee, the Securities or any Security Documents, it shall not be accountable for the Issuer’s use of the proceeds from the Securities, and it shall not be responsible for any statement of the Issuer or any Guarantor in this Indenture or in any document issued in connection with the sale of the Securities or in the Securities other than the Trustee’s certificate of authentication. The Trustee shall not be charged with knowledge of any Default or Event of Default under Section 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) or 6.01(h) unless either (a) a Trust Officer shall have actual knowledge thereof or (b) the Trustee shall have received written notice thereof in accordance with Section 12.01 from the Issuer, any Guarantor or any Holder.

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is actually known to a responsible officer of the Trustee, the Trustee shall provide to each Holder written notice of the Default within 30 days after it is actually known to a Trust Officer or written notice referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default”, is received by the Trustee in accordance with Section 12.01. Except in the case of a Default in the payment of principal of or premium (if any) or interest on any Security, the Trustee may withhold the notice if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.06. Compensation and Indemnity. The Issuer shall pay to the Trustee from time to time reasonable compensation for its services, as agreed between the Issuer and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse the Trustee upon request for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Issuer and each Guarantor, jointly and severally, shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable and documented attorneys’ fees and expenses) incurred by or in connection with the acceptance or administration of this trust and the performance of its duties hereunder, including the costs and expenses of enforcing this Indenture or a Guarantee against the Issuer or a Guarantor (including this Section 7.06) and defending itself against or investigating any claim (whether asserted by the Issuer, any Guarantor, any Holder or any other Person). The obligation to pay such amounts shall survive the discharge of this Indenture, the payment in full or defeasance of the Securities or the removal or resignation of the Trustee. The Trustee shall notify the Issuer of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided, however, that any failure so to notify the Issuer shall not relieve the Issuer or any Guarantor of its indemnity obligations hereunder. The Issuer shall defend the claim and the indemnified party shall provide reasonable cooperation at the Issuer’s expense in the defense. Such indemnified parties may have separate counsel and the Issuer and the Guarantors, as applicable, shall pay the fees and expenses of such counsel; provided, however, that the Issuer shall not be required to pay such fees and expenses if it assumes such indemnified parties’ defense and, in such indemnified parties’ reasonable judgment, there is no conflict of interest between the Issuer and the Guarantors, as applicable, and such parties in connection with such defense. Notwithstanding the foregoing, the Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by an

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indemnified party through such party’s own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

To secure the Issuer’s and the Guarantors’ payment obligations in this Section 7.06, the Trustee shall have a Lien prior to the Securities on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of, and premium, if any, and interest on, particular Securities.

The Issuer’s and the Guarantors’ payment obligations pursuant to this Section 7.6 shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law or the resignation or removal of the Trustee. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in Section 6.01(e) or Section 6.01(f) with respect to the Issuer, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if repayment of such funds or adequate indemnity against such risk or liability is not assured to its satisfaction.

SECTION 7.07. Replacement of Trustee.

(a) The Trustee may resign in writing at any time upon 30 days prior notice to the Issuer by so notifying the Issuer. The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Issuer shall remove the Trustee if:

(i) the Trustee fails to comply with Section 7.09;

(ii) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(iii) a receiver or other public officer takes charge of the Trustee or its property; or

(iv) the Trustee otherwise becomes incapable of acting.

(b) If the Trustee resigns or is removed by the Issuer or by the Holders of a majority in principal amount of the Securities and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee.

(c) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall provide a written notice of

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its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the Lien provided for in Section 7.06.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders of 10% in principal amount of the Securities may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee fails to comply with Section 7.09, unless the Trustee’s duty to resign is stayed as provided in Section 310(b) of the TIA, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) Notwithstanding the replacement of the Trustee pursuant to this Section 7.07, the obligations of the Issuer and the Guarantors under Section 7.06 shall continue for the benefit of the retiring Trustee.

SECTION 7.08. Successor Trustee by Merger. If the Trustee consolidates with, merges with or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Securities so authenticated; and in case at that time any of the Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force that it is anywhere in the Securities or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 7.09. Eligibility; Disqualification. The Trustee shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Section 310(b) of the TIA, subject to its right to apply for a stay of its duty to resign under the penultimate paragraph of Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(1) of the TIA any series of securities issued under this Indenture and any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer is outstanding if the requirements for such exclusion set forth in Section 310(b)(1) of the TIA are met.

SECTION 7.10. Preferential Collection of Claims Against the Issuer. The Trustee shall comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated.

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SECTION 7.11. Confidential Information. The Trustee, in its individual capacity and as Trustee, agrees and acknowledges that all confidential information provided to the Trustee by the Issuer or any Subsidiary (or any direct or indirect equityholder of the Issuer or such Subsidiary) or any Holder (or holder of a beneficial interest in the Securities) that is expressly identified as relating to the Indenture and the Security Documents (“Confidential Information”) shall be considered to be proprietary and confidential information; provided, that any information provided to the Trustee that is not so identified, or that is provided to U.S. Bank National Association in its capacity as trustee or collateral agent for the 5% Convertible Notes, shall not be considered Confidential Information. The Trustee agrees to take reasonable precautions to keep Confidential Information confidential, which precautions shall be no less stringent than those that the Trustee employs to protect its own confidential information. The Trustee shall not disclose to any third party other than as set forth herein, and shall not use for any purpose other than the exercise of the Trustee’s rights and the performance of its obligations under this Indenture, any Confidential Information without the prior written consent of the Issuer or such Holder (or such holder of a beneficial interest in the Securities), as applicable. The Trustee shall limit access to Confidential Information received hereunder to (a) its directors, officers, managers and employees and (b) its legal advisors, to each of whom disclosure of Confidential Information is necessary for the purposes described above; provided, however, that in each case such party has expressly agreed to maintain such information in confidence under terms and conditions substantially identical to the terms of this Section 7.11.

The Trustee agrees that the Issuer or any Holder (or any holder of a beneficial interest in the Securities), as applicable, does not have any responsibility whatsoever for any reliance on Confidential Information by the Trustee or by any Person to whom such information is disclosed in connection with this Indenture, whether related to the purposes described above or otherwise. Without limiting the generality of the foregoing, the Trustee agrees that the Issuer or any Holder (or any holder of a beneficial interest in the Securities), as applicable, makes no representation or warranty whatsoever to it with respect to Confidential Information or its suitability for such purposes. The Trustee further agrees that it shall not acquire any rights against the Issuer or any of its Subsidiaries or any employee, officer, director, manager, representative or agent of the Issuer or any of its Subsidiaries or any Holder (or any holder of a beneficial interest in the Securities), as applicable (together with the Issuer, “Confidential Parties”) as a result of the disclosure of Confidential Information to the Trustee and that no Confidential Party has any duty, responsibility, liability or obligation to any Person as a result of any such disclosure.

In the event the Trustee is required to disclose any Confidential Information received hereunder in order to comply with any laws, regulations or court orders, it may disclose such information only to the extent necessary for such compliance; provided, however, that it shall give the Issuer reasonable advance written notice of any court proceeding in which such disclosure may be required pursuant to a court order so as to afford the Issuer full and fair opportunity to oppose the issuance of such order and to appeal therefrom and shall cooperate reasonably with the Issuer in opposing such court order and in securing confidential treatment of any such information to be disclosed or obtaining a protective order narrowing the scope of such disclosure (in each case, at the Issuer’s sole cost and expense and to the extent permitted pursuant to such applicable law, regulation or court order).

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Each of the Paying Agent and the Registrar agrees to be bound by this Section 7.11 to the same extent as the Trustee.

ARTICLE 8

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Discharge of Liability on Securities; Defeasance. This Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Securities and certain rights of the Trustee, as expressly provided for in this Indenture) as to all outstanding Securities, and the Guarantees will be terminated, when:

(a) either (i) all the Securities theretofore authenticated and delivered (other than Securities pursuant to Section 2.08 that have been replaced or paid and Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid by the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Securities not theretofore delivered for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Securities not theretofore delivered to the Trustee for cancellation, for principal of, and premium, if any, and interest on, the Securities to the date of deposit, together with amounts sufficient to pay all other Obligations under this Indenture that are then due and payable and for which demand for payment has been made upon the Issuer and irrevocable instructions from the Issuer directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(b) the Issuer or the Guarantors have paid or caused to be paid all other sums due and payable under this Indenture; and

(c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.

(d) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 6.07, 7.06 and 7.07 and in this Article 8 shall survive until the Securities have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.06, 8.05 and 8.06 shall survive such satisfaction and discharge.

(e) Subject to Section 8.01(d) and Section 8.02, the Issuer at any time may terminate (i) all its obligations under the Securities and this Indenture (with respect to such Securities) (“legal defeasance option”) or (ii) its obligations under Sections 4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.10, 4.11, 4.12, 4.13, 4.14, 4.16, 4.17, 4.18 and 4.19 and the operation of Section 4.08, Article 5 and Sections 6.01(c), 6.01(d), 6.01(e) (with respect to Restricted

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Subsidiaries of the Issuer only), 6.01(f) (with respect to Restricted Subsidiaries of the Issuer only), 6.01(g) and 6.01(h) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Securities and this Indenture (with respect to such Securities) by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Securities shall be terminated simultaneously with the termination of such obligations.

If the Issuer exercises its legal defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Securities so defeased may not be accelerated because of an Event of Default specified in Section 6.01(c), 6.01(d), 6.01(e) (to the extent such Section 6.01(e) applies to Subsidiaries), 6.01(f) (to the extent such Section 6.01(f) applies to Subsidiaries), 6.01(g) or 6.01(h) or because of the failure of the Issuer to comply with Article 5.

Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

SECTION 8.02. Conditions to Defeasance.

(a) The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

(i) the Issuer irrevocably deposits in trust with the Trustee cash in

U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient, or U.S. Government Obligations, the principal of and the interest on which will be sufficient, or a combination thereof sufficient, to pay the principal of and premium (if any) and interest on the Securities when due at maturity or redemption, as the case may be, including interest thereon to maturity or such Redemption Date;

(ii) the Issuer delivers to the Trustee a certificate from a firm of independent accountants expressing its opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Securities to maturity or redemption, as the case may be;

(iii) 123 days pass after the deposit is made and during the 123-day period no Default specified in Section 6.01(e) or Section 6.01(f) with respect to the Issuer occurs that is continuing at the end of the period;

(iv) the deposit does not constitute a default under any other agreement binding on the Issuer;

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(v) in the case of the legal defeasance option, the Issuer shall have delivered to the Trustee an opinion of tax counsel of recognized standing in the United States stating that (1) the Issuer has received from, or there has been published by, the IRS a ruling, or (2) since the date of this Indenture there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of tax counsel of recognized standing in the United States shall confirm that, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(vi) in the case of the covenant defeasance option, the Issuer shall have delivered to the Trustee an opinion of tax counsel of recognized standing in the United States to the effect that the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;

(vii) the right of any Holder to receive payment of principal of, and premium, if any, and interest on, such Holder’s Securities on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities shall not be impaired; and

(viii) the Issuer delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Securities to be so defeased and discharged as contemplated by this Article 8 have been complied with.

(b) Before or after a deposit, the Issuer may make arrangements satisfactory to the Trustee for the redemption of such Securities at a future date in accordance with Article 3.

SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Government Obligations (including proceeds thereof) deposited with it pursuant to this Article 8. It shall apply the deposited money and the money from U.S. Government Obligations through each Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Securities so discharged or defeased.

SECTION 8.04. Repayment to Issuer. Each of the Trustee and each Paying Agent shall promptly turn over to the Issuer upon request any money or U.S. Government Obligations held by it as provided in this Article 8 that, in the written opinion of a firm of independent public accountants recognized in the United States delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent discharge or defeasance in accordance with this Article 8.

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Subject to any applicable abandoned property law, the Trustee and each Paying Agent shall pay to the Issuer upon written request any money held by them for the payment of principal or interest that remains unclaimed for two years, and, thereafter, Holders entitled to the money must look to the Issuer for payment as general creditors, and the Trustee and each Paying Agent shall have no further liability with respect to such monies.

SECTION 8.05. Indemnity for Government Obligations. The Issuer shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.

SECTION 8.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason of any legal proceeding or by reason of any order or judgment of any Governmental Authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Securities so discharged or defeased shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as the Trustee or any Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article 8; provided, however, that, if the Issuer has made any payment of principal of or interest on any such Securities because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or any Paying Agent.

ARTICLE 9

AMENDMENTS AND WAIVERS

SECTION 9.01. Without Consent of the Holders. Notwithstanding Section 9.02, the Issuer, the Collateral Agent, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities or the Security Documents, and may waive any provision thereof, without notice to or consent of any Holder:

(i) to cure any ambiguity, omission, mistake, defect or inconsistency;

(ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities in accordance with the terms of this Indenture or otherwise to comply with Article 5;

(iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under this Indenture and its Guarantee;

(iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Sections 871(h)(2)(B) and 881(c)(2)(B) of the Code and United States Treasury Regulation Section 5f.103-1(c);

(v) to add additional Guarantees with respect to the Securities in accordance with the terms of this Indenture or to evidence the release, termination

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or discharge of any Guarantee when such release, termination or discharge is permitted or required by this Indenture;

(vi) to add to the covenants of the Issuer and its Subsidiaries for the benefit of the Holders or to surrender any right or power conferred herein upon the Issuer or any of its Subsidiaries in accordance with the terms of this Indenture;

(vii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA (to the extent any such qualification is required);

(viii) to make any change that would provide additional rights or benefits to the Holders or to make any change that does not adversely affect the legal rights of any Holder;

(ix) to add additional assets as Notes Collateral to secure the Securities;

(x) to release Notes Collateral from the Lien pursuant to Section 11.03 or Section 8.12 of the Security Agreement;

(xi) to modify the Security Documents to accommodate and implement the Liens contemplated by clause (19)(z) of the definition of “Permitted Liens”;

(xii) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;

(xiii) to provide for or confirm the issuance of Additional Securities; or

(xiv) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Securities as permitted by this Indenture, including, to facilitate the issuance and administration of the Securities; provided, however, that (A) compliance with this Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Securities.

Upon the request of the Issuer, and upon receipt by the Trustee of the documents described in Section 9.05, the Trustee shall join with the Issuer in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such modified or amended indenture that affects its own rights, duties or immunities under this Indenture or otherwise. After an amendment under this Section 9.01 becomes effective, the Issuer shall provide to the Holders and the Trustee a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

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SECTION 9.02. With Consent of the Holders.

(a) The Issuer, the Collateral Agent, the Guarantors and the Trustee may amend or supplement this Indenture, the Securities and the Security Documents, and may waive any provision thereof (including the provisions of Section 4.08 and, subject to Section 6.04, any past Default), with the written consent of the Holders of a majority in principal amount of the Securities then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange for the Securities). However, without the consent of each Holder of an outstanding Security affected, an amendment, supplement or waiver may not:

(i) reduce the principal amount of Securities whose Holders must consent to an amendment;

(ii) reduce the rate of or extend the time for payment of interest on any Security;

(iii) reduce the principal of or change the Stated Maturity of any Security (or reduce the amount of any payment of any installment of principal or change the due date in respect of the payment of any installment of principal);

(iv) reduce the premium payable upon the redemption of any Security or change the time at which any Security may be redeemed in accordance with Article 3;

(v) make any Security payable in currency other than that stated in such Security;

(vi) expressly subordinate the Securities or any Guarantees in right of payment to any other Indebtedness of the Issuer or any Guarantor or adversely affect the priority of any Liens securing the Securities;

(vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Securities on or after the due dates (or the due date in respect of the payment of any installment of principal) therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Securities;

(viii) make any change in Section 6.04 or the second sentence of this Section 9.02; or

(ix) except as expressly permitted by this Indenture, modify any Guarantee in any manner adverse to the Holders.

Without the consent of the Holders of at least two-thirds in aggregate principal amount of the Securities then outstanding, no amendment, supplement or waiver may release all or substantially all of the Notes Collateral from the Lien provided under this Indenture and the Security Documents with respect to the Securities or revise the proviso in Section 4.13(e) or the definition of “Required Debt Service Coverage Ratio”. Notwithstanding the foregoing (including

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Section 9.02(a)(vii)), and for the avoidance of doubt, only the consent of the Holders of a majority in aggregate principal amount of the Securities then outstanding shall be required to approve any amendment, supplement or waiver to release any portion of the Notes Collateral that is less than all or substantially all of the Notes Collateral from the Lien provided under this Indenture and the Security Documents with respect to the Securities.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver but it shall be sufficient if such consent approves the substance thereof.

(b) After an amendment under this Section 9.02 becomes effective, the Issuer shall provide to the Holders a written notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02.

SECTION 9.03. Revocation and Effect of Consents and Waivers.

(a) A consent to an amendment, supplement or a waiver by a Holder of a Security shall bind the Holder and every subsequent Holder of that Security or portion of the Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent, supplement or waiver is not made on the Security. However, any such Holder or subsequent Holder may revoke the consent, supplement or waiver as to such Holder’s Security or portion of the Security if the Trustee receives the notice of revocation before the date on which the Trustee receives an Officer’s Certificate from the Issuer certifying that the requisite principal amount of Securities have consented. After an amendment, supplement or waiver becomes effective, it shall bind every Holder. An amendment, supplement or waiver becomes effective upon the (i) receipt by the Issuer or the Trustee of consents by the Holders of the requisite principal amount of Securities, (ii) satisfaction of conditions to effectiveness as set forth in this Indenture and any indenture supplemental hereto containing such amendment, supplement or waiver, (iii) execution of such amendment or waiver (or supplemental indenture) by the Issuer, each Guarantor party hereto at such time, the Trustee and the Collateral Agent (if applicable) and (iv) delivery to the Trustee of the Officer’s Certificate and Opinion of Counsel required under Article 12.

(b) The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding Section 9.03(a), those Persons who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date.

SECTION 9.04. Notation on or Exchange of Securities. If an amendment, supplement or waiver changes the terms of a Security, the Issuer may require the Holder of the Security to deliver it to the Trustee. The Trustee may place an appropriate notation on the Security regarding the changed terms and return it to the Holder. Alternatively, if the Issuer or

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the Trustee so determines, the Issuer in exchange for the Security shall issue and the Trustee shall authenticate a new Security that reflects the changed terms. Failure to make the appropriate notation or to issue a new Security shall not affect the validity of such amendment, supplement or waiver.

SECTION 9.05. Trustee to Sign Amendments. The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment, the Trustee shall be entitled to receive indemnity satisfactory to it and shall be provided with, and (subject to Section 7.01) shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized or permitted by this Indenture and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and the Guarantors, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 9.03).

SECTION 9.06. Payment for Consent. Neither the Issuer nor any Affiliate of the Issuer shall, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Securities unless such consideration is offered to be paid to all Holders that so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver or agreement.

SECTION 9.07. Additional Voting Terms; Calculation of Principal Amount. All Securities issued under this Indenture shall vote and consent together on all matters (as to which any of such Securities may vote) as one class. Determinations as to whether Holders of the requisite aggregate principal amount of Securities have concurred in any direction, waiver or consent shall be made in accordance with this Article 9 and Section 2.14.

ARTICLE 10

GUARANTEES

SECTION 10.01. Guarantees.

(a) Each Guarantor hereby jointly and severally with each other Guarantor irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior unsecured basis to each Holder, the Trustee, the Collateral Agent and their respective successors and assigns (i) the full and punctual payment when due, whether on a Payment Date, at Stated Maturity, by acceleration, repurchase, or redemption or otherwise, of all obligations of the Issuer under this Indenture (including obligations to the Trustee) and the Securities, whether for payment of principal of, or premium, if any, or accrued and unpaid interest, if any, on, the Securities and all other monetary obligations of the Issuer under this Indenture, the Securities and the Security Documents, and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Issuer, whether for fees, expenses, indemnification or other amounts provided for under this Indenture, the Securities and the Security Documents (all the foregoing being hereinafter collectively called the “Guaranteed Obligation”).

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(b) Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from each such Guarantor, and that each such Guarantor shall remain bound under this Article 10 notwithstanding any extension or renewal of any Guaranteed Obligation.

(c) Each Guarantor waives to the extent permitted by applicable law presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives to the extent permitted by applicable law notice of protest for nonpayment. Each Guarantor waives to the extent permitted by applicable law notice of any default under the Securities or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any right or remedy against the Issuer or any other Person under this Indenture, the Securities, any Security Document, or any other agreement or otherwise; (ii) any extension or renewal of this Indenture, the Securities, any Security Document or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Securities, any Security Document or any other agreement; (iv) the release of any security held by any Holder, the Trustee or the Collateral Agent for the Guaranteed Obligations or any Guarantor; (v) the failure of any Holder, the Trustee or the Collateral Agent to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (vi) any change in the ownership of such Guarantor, except as provided in Section 10.02(b).

(d) Each Guarantor hereby waives to the extent permitted by applicable law any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. Each Guarantor hereby waives to the extent permitted by applicable law any right to which it may be entitled to have the assets of the Issuer or any other Guarantor first be used and depleted as payment of the Issuer’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives to the extent permitted by applicable law any right to which it may be entitled to require that the Issuer be sued prior to an action being initiated against such Guarantor.

(e) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment, performance and compliance when due (and not a guarantee of collection) and waives to the extent permitted by applicable law any right to require that any resort be had by any Holder, the Trustee or the Collateral Agent to any security held for payment of the Guaranteed Obligations.

(f) Except as expressly set forth in Sections 8.01 and 10.02, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder, the Trustee or the Collateral Agent to assert any claim or demand or to enforce any remedy under this Indenture, the Securities, any Security Document or any other

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agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing that may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity.

(g) Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor agrees that its Guarantee shall remain in full force and effect until payment in full of its Guaranteed Obligations (other than Contingent Obligations for which no claim has been made). Except as expressly set forth in Sections 8.01 and 10.02, each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any Holder or the Trustee upon the bankruptcy or reorganization of the Issuer or otherwise.

(h) In furtherance of the foregoing and not in limitation of any other right that any Holder, the Trustee or the Collateral Agent has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Issuer to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee in accordance with this Indenture, forthwith pay, or cause to be paid, in cash, to the Holders, the Trustee or the Collateral Agent an amount equal to the sum of (i) the unpaid principal amount of such Guaranteed Obligations, (ii) accrued and unpaid interest on such Guaranteed Obligations (but only to the extent not prohibited by applicable law) and (iii) all other monetary obligations of the Issuer then due to the Holders, the Trustee and the Collateral Agent in respect of the Guaranteed Obligations.

(i) Each Guarantor agrees that it shall not be entitled to exercise or assert any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations (other than Contingent Obligations for which no claim has been made). Each Guarantor further agrees that, as between it, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of any Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article 6, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purposes of this Section 10.01.

(j) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 10.01.

(k) Each Guarantor shall execute and deliver such further instruments and do such further acts as the Trustee may reasonably request that may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

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SECTION 10.02. Limitation on Liability.

(a) Any term or provision of this Indenture to the contrary notwithstanding, the maximum aggregate amount of the Guaranteed Obligations guaranteed hereunder by any Guarantor shall not exceed the maximum amount that, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, can be guaranteed hereby without rendering the Guarantee, as it relates to such Guarantor, void or voidable under applicable laws relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.

(b) Notwithstanding Section 10.01, a Guarantee as to any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically and without any further action released from all obligations under this Article 10 upon:

(i) the sale, disposition, exchange or other transfer (including through merger, consolidation, amalgamation or otherwise) of the Capital Stock of the applicable Guarantor if (x) such sale, disposition, exchange or other transfer is made to a Person that is not the Issuer in a manner not in violation of this Indenture and (y) after giving effect to such sale, disposition, exchange or other transfer, such Guarantor is no longer a Restricted Subsidiary;

(ii) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 4.04 and the definition of “Unrestricted Subsidiary”;

(iii) the Issuer’s exercise of the Issuer’s legal defeasance option or covenant defeasance option in accordance with Section 8.01 or if the obligations of the Issuer and such Guarantor under this Indenture are discharged in accordance with the terms of this Indenture;

(iv) the liquidation or dissolution of a Guarantor if permitted by the terms of this Indenture (other than in connection with any insolvency or bankruptcy of such Guarantor); or

(v) such Guarantor becoming a Foreign Subsidiary, Receivables Subsidiary or PPA Company.

SECTION 10.03. Successors and Assigns. This Article 10 shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of the Trustee, the Collateral Agent and the Holders and their successors and assigns and, in the event of any transfer or assignment of rights by any Holder, the Collateral Agent or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Securities shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions of this Indenture.

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SECTION 10.04. No Waiver. Neither a failure nor a delay on the part of the Trustee, the Collateral Agent or the Holders in exercising any right, power or privilege under this Article 10 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee, the Collateral Agent and the Holders herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits that any of them may have under this Article 10 at law, in equity, by statute or otherwise.

SECTION 10.05. Execution of Supplemental Indenture for Future Guarantors. Each Person that is required to become a Guarantor after the Issue Date pursuant to Section 4.10 shall promptly execute and deliver to the Trustee a supplemental indenture in the form of Exhibit C pursuant to which such Person shall become a Guarantor under this Article 10 and shall guarantee the Guaranteed Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Person and that, subject to the application of Bankruptcy Laws and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions or qualifications, the Guarantee of such Guarantor is a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.

SECTION 10.06. No Impairment. The failure to endorse a Guarantee on any Security shall not affect or impair the validity thereof. If an Officer whose signature is on this Indenture or the notation of Guarantee no longer holds that office at the time the Trustee authenticates the Securities, the Guarantee shall be valid nevertheless.

ARTICLE 11

SECURITY DOCUMENTS

SECTION 11.01. Collateral and Security Documents. The full and punctual payment of the principal of and interest on the Securities when and as the same shall be due and payable, whether on a Payment Date, at Stated Maturity, or by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Securities and performance of all other obligations of the Issuer to the Holders, the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Notes Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Security, appoints U.S. Bank National Association as Collateral Agent and consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their respective terms and this Indenture, and authorizes and directs the Trustee to enter into the Security Documents and to bind the Holders to the terms thereof and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Trustee (if it is not then also appointed and serving as Collateral Agent) copies of all

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documents delivered to the Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the Liens on the Notes Collateral contemplated hereby, by the Security Documents or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take any and all actions specified herein or in the Security Documents and reasonably required to cause the Security Documents to create and maintain at all times, as security for the Obligations of the Issuer, a valid and enforceable perfected Lien on all of the Notes Collateral (subject to the terms of the Security Documents), in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders under the Security Documents. Notwithstanding anything to the contrary in this Indenture or any Security Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or other Liens intended to be created by this Indenture or the Security Documents (including the filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, effectiveness or priority of any of the Security Documents or the security interests or other Liens intended to be created thereby.

SECTION 11.02. Recordings and Opinions. The Issuer shall furnish to the Collateral Agent and the Trustee on or before the time when the Issuer is required to provide annual financials pursuant to Section 4.02 with respect to the preceding fiscal year an Opinion of Counsel:

(i) stating substantially to the effect that, in the opinion of such counsel, other than actions that have been taken, no further action was necessary to maintain the perfection of the security interest in the collateral described in both the applicable UCC-1 financing statement and the Security Agreement and for which perfection under the Uniform Commercial Code as in effect from time to time in the State of Delaware may occur by the filing of a UCC-1 financing statement with the appropriate filing office of the State of Delaware; or

(ii) to the effect that, in the opinion of such counsel, no such action is necessary to maintain such Lien under this Indenture and the Security Documents.

SECTION 11.03. Release of Collateral.

(a) Subject to Sections 11.03(b) and 11.04, the Notes Collateral securing the Securities will automatically and without the need for any further action be released:

(1) in whole, upon payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Securities and all other Obligations (other than Contingent Obligations for which no demand has been made to the Issuer) under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid

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(including pursuant to a satisfaction and discharge of this Indenture in accordance with Article 8);

(2) in whole, upon a legal defeasance or covenant defeasance under this Indenture in accordance with Article 8;

(3) in part, as to any property that is sold, transferred or otherwise disposed of by the Issuer in a transaction that is not prohibited by this Indenture at the time of such sale, transfer or disposition;

(4) in part, in accordance with the applicable provisions of the Security Documents; and

(5) as provided in Section 4.13.

Upon receipt of an Officer’s Certificate certifying that all conditions precedent under this Indenture and the Security Documents, if any, to such release have been met and any necessary or proper (as determined by the Issuer) instruments of termination, satisfaction or release have been prepared by the Issuer, the Collateral Agent shall execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release of any Notes Collateral permitted to be released pursuant to this Indenture or the Security Documents and shall be deemed not to hold a Lien in the applicable Notes Collateral on behalf of the Trustee and shall do or cause to be done all further acts reasonably requested by the Issuer to release such Lien as soon as is reasonably practicable, any such release to be made without any recourse, representation or warranty of the Collateral Agent.

(b) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then also appointed and serving as Collateral Agent) has delivered a notice of acceleration to the Collateral Agent, no release of Notes Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the Holders.

SECTION 11.04. Permitted Releases Not To Impair Lien. The release of any Notes Collateral from the terms hereof and of the Security Documents or the release of, in whole or in part, the Liens created by the Security Documents, will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Notes Collateral or Liens are released pursuant to the applicable Security Documents and the terms of this Article 11. Each of the Holders acknowledges that a release of Notes Collateral or a Lien in accordance with the terms of the Security Documents and of this Article 11 will not be deemed for any purpose to be in contravention of the terms of this Indenture. The Issuer and the Guarantors will not be required to comply with Section 314(d) of the TIA in connection with any release of Notes Collateral.

SECTION 11.05. Suits To Protect the Collateral. Subject to the provisions of Article 7, the Trustee in its sole discretion and without the consent of the Holders, on behalf of the Holders, may or may direct the Collateral Agent to take all actions it deems necessary or appropriate in order to:

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(a) enforce any of the terms of the Security Documents; and

(b) collect and receive any and all amounts payable in respect of the obligations of the Issuer hereunder or under any Securities or the Security Documents.

Subject to the provisions of the Security Documents, the Trustee shall have the power (but not the obligation) to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Notes Collateral by any acts that may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the Trustee, in its sole discretion, may deem expedient to preserve or protect its interests and the interests of the Holders in the Notes Collateral (including the power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the Lien on the Notes Collateral or be prejudicial to the interests of the Holders or the Trustee).

SECTION 11.06. Authorization of Receipt of Funds by the Trustee Under the Security Documents. The Trustee is authorized (a) to receive any funds for the benefit of the Holders distributed under the Security Documents and (b) to make further distributions of such funds to the Holders according to the provisions of this Indenture.

SECTION 11.07. Purchaser Protected. In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article 11 to be sold be under any obligation to ascertain or inquire into the authority of the Issuer to make any such sale or other transfer.

SECTION 11.08. Powers Exercisable by Receiver or Trustee. In case the Notes Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article 11 upon the Issuer with respect to the release, sale or other disposition of such property may be exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of any similar instrument of the Issuer or of any officer or officers thereof required by the provisions of this Article 11; and if the Trustee shall be in the possession of the Notes Collateral under any provision of this Indenture, then such powers may be exercised by the Trustee.

SECTION 11.09. Collateral Agent.

(a) U.S. Bank National Association shall initially act as Collateral Agent and shall be authorized to appoint co-Collateral Agents as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents, neither the Collateral Agent nor any of its officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Notes Collateral or for any delay in doing so or shall be under any

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obligation to sell or otherwise dispose of any Notes Collateral upon the request of any other Person or to take any other action whatsoever with regard to the Notes Collateral or any part thereof. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in this Indenture and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or shall otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” or “Agent” in this Indenture and the Security Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties. The Collateral Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own willful misconduct or gross negligence (as determined by a final, non-appealable order of a court of competent jurisdiction).

(b) The Collateral Agent is authorized and directed to (i) enter into the Security Documents, (ii) bind the Holders on the terms as set forth in the Security Documents and (iii) perform and observe its obligations under the Security Documents.

(c) The Collateral Agent shall act pursuant to the instructions of the Holders and the Trustee with respect to the Security Documents and the Notes Collateral. For the avoidance of doubt, the Collateral Agent shall have no discretion under this Indenture or the Security Documents and shall not be required to make or give any determination, consent, approval, request or direction without the written direction of the requisite Holders or the Trustee, as applicable. After the occurrence of an Event of Default, the Trustee may direct the Collateral Agent in connection with any action required or permitted by this Indenture or the Security Documents.

(d) The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, unless the Collateral Agent shall have received written notice from the Trustee, a Holder or the Issuer referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default”. The Collateral Agent shall take such action with respect to such Default or Event of Default as may be requested by the Trustee or the Holders of a majority in aggregate principal amount of the Securities subject to this Article 11.

(e) No provision of this Indenture or any Security Document shall require the Collateral Agent (or the Trustee) to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the Trustee in the case of the Collateral Agent) if it shall have reasonable grounds for believing

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that repayment of such funds is not assured to it. Notwithstanding anything to the contrary contained in this Indenture or the Security Documents, in the event the Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Notes Collateral, the Collateral Agent shall not be required to commence any such action, exercise any remedy, inspect or conduct any studies of any property or take any such other action if the Collateral Agent has determined that the Collateral Agent may incur personal liability as a result of the presence at, or release on or from, the Notes Collateral or such property of any hazardous substances unless the Collateral Agent has received security or indemnity from the Holders in an amount and in a form all satisfactory to the Collateral Agent in its sole discretion, protecting the Collateral Agent from all such liability. The Collateral Agent shall at any time be entitled to cease taking any action described in this Section 11.09(e) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient.

(f) The Collateral Agent shall not be responsible in any manner to any of the Trustee or any Holder for the validity, effectiveness, genuineness, enforceability or sufficiency of this Indenture or the Security Documents or for any failure of the Issuer, any Guarantor or any other party to this Indenture or the Security Documents to perform its obligations hereunder or thereunder. The Collateral Agent shall not be under any obligation to the Trustee or any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Indenture or the Security Documents or to inspect the properties, books or records of the Issuer.

(g) The parties hereto and the Holders hereby agree and acknowledge that the Collateral Agent shall not assume, be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations, requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and costs (including any remediation, corrective action, response, removal or remedial action, or investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of any kind whatsoever, pursuant to any environmental law as a result of this Indenture or the Security Documents or any actions taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that, in the exercise of its rights under this Indenture and the Security Documents, the Collateral Agent may hold or obtain indicia of ownership primarily to protect the security interest of the Collateral Agent in the Notes Collateral and that any such actions taken by the Collateral Agent shall not be construed as or otherwise constitute any participation in the management of such Notes Collateral.

(h) Upon the receipt by the Collateral Agent of a written request of the Issuer signed by two Officers pursuant to this Section 11.09(i) (a “Security Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Holder or the Trustee, any Security Document to be executed after the Issue Date. Such Security Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Security Document Order referred to in, this Section 11.09(i) and (ii) instruct the Collateral Agent to execute and enter into such Security Document. Any such execution of a Security Document shall be at the direction and expense of the Issuer, upon delivery to the Collateral Agent of an Officer’s Certificate stating that all conditions

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precedent to the execution and delivery of such Security Document have been satisfied. The Holders, by their acceptance of the Securities, hereby authorize and direct the Collateral Agent to execute such Security Documents.

(i) The Collateral Agent’s resignation or removal shall be governed by provisions equivalent to Section 7.07(a), Section 7.07(b), Section 7.07(c), Section 7.07(d) and Section 7.07(f).

(j) The Collateral Agent shall be entitled to all of the protections, immunities, indemnities, rights and privileges of the Trustee set forth in this Indenture, and all such protections, immunities, indemnities, rights and privileges shall apply to the Collateral Agent in its roles under any Security Document, whether or not expressly stated therein.

ARTICLE 12

MISCELLANEOUS

SECTION 12.01. Notices.

(a) Any notice or communication required or permitted hereunder shall be in writing and delivered in person, via facsimile, via overnight courier or via first-class mail addressed as follows:

if to the Issuer or a Guarantor:

Bloom Energy Corporation

1299 Orleans Drive

Sunnyvale, California 94089

Attention: General Counsel

Facsimile: (408) 543-1004

if to the Trustee or to the Collateral Agent:

U.S. Bank National Association

Global Corporate Trust Services

633 West Fifth Street, 24th Floor

Los Angeles, California 90071

Attention: Bradley Scarbrough (Bloom Energy 2017

Indenture)

Facsimile: (213) 615-6197

The Issuer or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. Any notice, direction, request or demand hereunder to or upon the Trustee or the Collateral Agent shall be deemed to have been sufficiently given or made, for all purposes, upon actual receipt by the Trustee or the Collateral Agent if given or served by being deposited postage prepaid by registered or certified mail in a post office letter box addressed to the Corporate Trust Office or sent electronically in PDF format.

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(b) Any notice or communication mailed to a Holder shall be mailed, first- class mail, or may be sent via overnight courier, to the Holder at the Holder’s address as it appears on the registration books of the Registrar and shall be sufficiently given if so mailed or deposited with the overnight courier within the time prescribed. Any notice or communication to be delivered to a Holder of Global Securities shall be delivered in accordance with the applicable procedures of the Depository and shall be sufficiently given to such Holder if so delivered to the Depository within the time prescribed.

(c) Failure to provide a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above, it is duly given and provided, whether or not the addressee receives it, except that notices to the Trustee are effective only if received.

(d) Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for notice of any event (including any notice of repurchase) to a Holder (whether by mail or otherwise), such notice shall be sufficiently given (in the case of a Global Security) if given to the Depository (or its designee) pursuant to the standing instructions from the Depository or its designee, including by electronic mail in accordance with accepted practices or procedures at the Depository.

SECTION 12.02. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer to the Trustee to take or refrain from taking any action under this Indenture, the Issuer shall furnish to the Trustee at the request of the Trustee:

(a) an Officer’s Certificate to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 12.03. Statements Required in Certificate or Opinion. Each Officer’s Certificate or Opinion of Counsel with respect to compliance with a covenant or condition provided for in this Indenture (other than pursuant to Section 4.02(c)) shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

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(d) a statement as to whether or not, in the opinion of such Person, such covenant or condition has been complied with; provided, however, that with respect to matters of fact an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

SECTION 12.04. When Securities Disregarded. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Issuer, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities that the Trustee knows are so owned shall be so disregarded. Subject to the foregoing, only Securities outstanding at the time shall be considered in any such determination. Notwithstanding the foregoing, if any such Person or Persons owns 100% of the Securities, such Securities shall not be so disregarded as aforesaid.

SECTION 12.05. Rules by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of the Holders. The Registrar and a Paying Agent may make reasonable rules for their functions.

SECTION 12.06. Legal Holidays. If a Payment Date, Stated Maturity in respect of the Securities, Change of Control Repurchase Date or Redemption Date is not a Business Day, payment shall be made on the next succeeding day that is a Business Day, and no interest shall accrue on any amount that would have been otherwise payable on such initial date if it were a Business Day for the intervening period. If a Record Date is not a Business Day, the Record Date shall not be affected.

SECTION 12.07. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITY. THIS INDENTURE, THE SECURITIES AND THE SECURITY DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5- 1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) EXCEPT TO THE EXTENT THAT LOCAL LAW GOVERNS THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF SECURITY INTERESTS. The Issuer, the Guarantors, the Trustee and, by its acceptance of a Security, each Holder (and holder of beneficial interests in a Security) hereby submit to the non-exclusive jurisdiction of the federal and state courts of competent jurisdiction in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Indenture or the transactions contemplated hereby. To the extent that the Issuer or any Guarantor may in any jurisdiction claim for itself or its assets immunity (to the extent such immunity may now or hereafter exist, whether on the grounds of sovereign immunity or otherwise) from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process (whether through service of notice or otherwise), and to the extent that in any such jurisdiction there may be attributed to itself or its assets such immunity (whether or not claimed), such Issuer or Guarantor, as applicable, irrevocably agrees with respect to any matter arising under this Indenture for the benefit of the Holders not to claim, and irrevocably waives, such immunity to the full extent permitted by the laws of such jurisdiction.

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SECTION 12.08. No Recourse Against Others. No director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer or in any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Securities, this Indenture or the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Securities.

SECTION 12.09. Successors. All agreements of the Issuer and each Guarantor in this Indenture and the Securities shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.10. Multiple Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 12.11. Table of Contents; Headings. The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 12.12. Indenture Controls. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of this Indenture, such provision of this Indenture shall control.

SECTION 12.13. Severability. In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 12.14. Currency of Account; Conversion of Currency; Currency Exchange Restrictions.

(a) U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer and the Guarantors under or in connection with the Securities, the Guarantees and this Indenture, including damages related thereto. Any amount received or recovered in a currency other than U.S. Dollars by a Holder (whether as a result of, or as a result of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise) in respect of any sum expressed to be due to it from the Issuer or a Guarantor shall only constitute a discharge to the Issuer or any such Guarantor to the extent of the U.S. Dollar amount, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do

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so). If that U.S. Dollar amount is less than the U.S. Dollar amount expressed to be due to the recipient under the applicable Securities, the Issuer and the Guarantors shall indemnify it against any loss sustained by it as a result as set forth in Section 12.14(b). In any event, the Issuer and the Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 12.14, it will be sufficient for the Holder of a Security to certify in a satisfactory manner (indicating sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above).

(b) The Issuer and the Guarantors, jointly and severally, covenant and agree that the following provisions shall apply to conversion of currency in the case of the Securities, the Guarantees and this Indenture:

(i) if for the purpose of obtaining judgment in, or enforcing the judgment of, any court in any country, it becomes necessary to convert into a currency (the “Judgment Currency”) an amount due in any other currency (the “Base Currency”), then the conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which the judgment is given or the order of enforcement is made, as the case may be (unless a court shall otherwise determine);

(ii) if there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given or an order of enforcement is made, as the case may be (or such other date as a court shall determine), and the date of receipt of the amount due, the Issuer and the Guarantors will pay such additional (or, as the case may be, such lesser) amount, if any, as may be necessary so that the amount paid in the Judgment Currency when converted at the rate of exchange prevailing on the date of receipt will produce the amount in the Base Currency originally due; and

(iii) in the event of the winding-up of the Issuer or any Guarantor at any time while any amount or damages owing under the Securities, the Guarantees and this Indenture, or any judgment or order rendered in respect thereof, shall remain outstanding, the Issuer and the Guarantors shall indemnify and hold the Holders and the Trustee harmless against any deficiency arising or resulting from any variation in rates of exchange between (A) the date as of which the non-U.S. currency equivalent of the amount due or contingently due under the Securities, the Guarantees and this Indenture (other than under this subsection (b)(iii)) is calculated for the purposes of such winding-up and (B) the final date for the filing of proofs of claim in such winding-up (which shall be the date fixed by the liquidator or otherwise in accordance with the relevant provisions of applicable law as being the latest practicable date as at which liabilities of the Issuer or such Guarantor may be ascertained for such winding-up prior to payment by the liquidator or otherwise in respect thereof).

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(c) The obligations contained in this Section 12.14 shall constitute separate and independent obligations from the other obligations of the Issuer and the Guarantors under this Indenture, shall give rise to separate and independent causes of action against the Issuer and the Guarantors, shall apply irrespective of any waiver or extension granted by any Holder or the Trustee or either of them from time to time and shall continue in full force and effect notwithstanding any judgment or order or the filing of any proof of claim in the winding-up of the Issuer or any Guarantor for a liquidated sum in respect of amounts due hereunder (other than under subsection (b)(iii) above) or under any such judgment or order. Any such deficiency as aforesaid shall be deemed to constitute a loss suffered by the Holders or the Trustee, as the case may be, and no proof or evidence of any actual loss shall be required by the Issuer or any Guarantor or the liquidator or otherwise or any of them. In the case of subsection (b)(iii) above, the amount of such deficiency shall not be deemed to be reduced by any variation in rates of exchange occurring between the said final date and the date of any liquidating distribution.

(d) For purposes of this Section 12.14, the term “rate(s) of exchange” shall mean the rate of exchange quoted by Reuters at 10:00 a.m. (New York City time) for spot purchases of the Base Currency with the Judgment Currency and includes any premiums and costs of exchange payable.

SECTION 12.15. Tax Matters.

(a) The Issuer has entered into this Indenture, and the Securities will be issued, with the intention that, for all tax purposes, the Securities will qualify as indebtedness. The Issuer, by entering into this Indenture, and each Holder and beneficial owner of Securities, agree to treat the Securities as indebtedness for all tax purposes.

(b) If Definitive Securities are issued, (i) if any withholding tax is imposed on the Issuer’s payment under the Securities to any Holder or beneficial holder of Securities, such tax shall reduce the amount otherwise distributable to such Holder or beneficial holder, as the case may be, (ii) the Trustee is hereby authorized and directed to retain from amounts otherwise distributable to any Holder or beneficial holder of Securities sufficient funds for the payment of any withholding tax that is legally owed by the Issuer (but such authorization shall not prevent the Trustee from contesting any such withholding tax in appropriate proceedings and withholding payment of such tax, if permitted by applicable law, pending the outcome of such proceedings) and (iii) the amount of any withholding tax imposed with respect to any Holder or beneficial holder of Securities shall be treated as cash distributed to such Holder or beneficial holder, as the case may be, at the time it is withheld by the Trustee and remitted to the appropriate taxing authority. If there is a possibility that withholding tax is payable with respect to a payment under the Securities, the Trustee may (but shall have no obligation to) withhold such amounts in accordance with this Section 12.15. Nothing herein shall impose an obligation on the part of the Trustee to determine the amount of any tax or withholding obligation on the part of the Issuer or in respect of the Securities.

SECTION 12.16. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify and record information that identifies each Person that establishes a relationship

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or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

SECTION 12.17. WAIVER OF TRIAL BY JURY. EACH OF THE ISSUER, EACH GUARANTOR, THE TRUSTEE AND THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTION CONTEMPLATED HEREBY.

SECTION 12.18. Limited Incorporation of the TIA. This Indenture is not subject to the mandatory provisions of the TIA. The provisions of the TIA are not incorporated by reference in or made part of this Indenture unless specifically provided herein.

{Remainder of page intentionally left blank}

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IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

BLOOM ENERGY CORPORATION
a Delaware corporation
By:	/s/ Randy Furr
Name:	Randy Furr
Title:	Chief Financial Officer and Secretary
RYE CREEK LLC
a Delaware limited liability company
By: Bloom Energy Corporation, its sole member
By:	/s/ Randy Furr
	Name:	Randy Furr
	Title:	Chief Financial Officer and Secretary

{Signature Page to the Indenture}

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Bradley E. Scarbrough
Name:	Bradley E. Scarbrough
Title:	Vice President
U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Bradley E. Scarbrough
Name:	Bradley E. Scarbrough
Title:	Vice President

{Signature Page to the Indenture}

APPENDIX A

PROVISIONS RELATING TO SECURITIES

1. Definitions.

1.1 Definitions.

For the purposes of this Appendix A, the following terms shall have the meanings indicated below (and if not defined in this Appendix A, capitalized terms used herein shall have the meaning set forth in this Indenture):

“Accredited Investor” means an “accredited investor” as defined in subclause (1), (2), (3) or (7) of Rule 501 that is not (i) a QIB or (ii) a Person other than a U.S. Person that acquires Securities in reliance on Regulation S.

“Definitive Security” means a certificated Security (bearing the Restricted Securities Legend or the Regulation S Legend if the transfer of such Security is restricted by applicable law) that does not include the Global Securities Legend.

“Depository” means The Depository Trust Company, its nominees and their respective successors.

“Global Securities Legend” means the legend set forth in Section 2.2(f)(i)(C) herein.

“Global Security” means a certificated Security (bearing the Restricted Securities Legend or the Regulation S Legend if the transfer of such Security is restricted by applicable law) that includes the Global Securities Legend. The term “Global Securities” includes Rule 144A Global Securities and Regulation S Global Securities.

“Purchase Agreement” means the Note Purchase Agreement dated June 29, 2017, among the Issuer, the guarantor party thereto and the investors party thereto.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Legend” means the legend set forth in Section 2.2(f)(i)(B) herein.

“Regulation S Securities” means all Securities offered and sold outside the United States in reliance on Regulation S.

“Restricted Period”, with respect to any Regulation S Securities, means the period of 40 consecutive days beginning on and including the later of (a) the day on which such Securities are first offered to persons other than distributors (as defined in Regulation S) in reliance on Regulation S, notice of which day shall be promptly given by the Issuer to the Trustee, and (b) the date of issuance of such Securities.

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“Restricted Securities Legend” means the legend set forth in Section 2.2(f)(i)(A) herein.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 144A Securities” means all Securities privately placed with QIBs. “Rule 501” means Rule 501(a) under the Securities Act.

“Rule 506” means Rule 506 under the Securities Act.

“Securities Custodian” means the custodian with respect to a Global Security (as appointed by the Depository) or any successor person thereto, who shall initially be the Trustee.

“Transfer Restricted Definitive Securities” means Definitive Securities that bear or are required to bear or are subject to the Restricted Securities Legend or the Regulation S Legend.

“Transfer Restricted Global Securities” means Global Securities that bear or are required to bear or are subject to the Restricted Securities Legend or the Regulation S Legend.

“Unrestricted Definitive Securities” means Definitive Securities that are not required to bear, and are not subject to, the Restricted Securities Legend or the Regulation S Legend.

“Unrestricted Global Securities” means Global Securities that are not required to bear, and are not subject to, the Restricted Securities Legend or the Regulation S Legend.

“U.S. Person” means a “U.S. person” as defined in Regulation S.

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1.2 Other Definitions.

Term:	Defined in Section:
Agent Members		2.1	(b)
Regulation S Global Securities		2.1	(b)
Rule 144A Global Securities		2.1	(b)

2. The Securities.

2.1 Form and Dating; Global Securities.

(a) Issuance and Transfers. The Securities issued by the Issuer will be (i) privately placed by the Issuer pursuant to the Purchase Agreement and (ii) sold initially only to (1) QIBs, (2) Persons other than U.S. Persons in reliance on Regulation S and (3) Accredited Investors. Such Securities may thereafter be transferred to, among others, QIBs, purchasers in reliance on Regulation S and Accredited Investors.

(b) Global Securities. (i) Except as provided in clause (c) below, Rule 144A Securities initially shall be represented by one or more Securities in definitive, fully registered, global form without interest coupons (collectively, the “Rule 144A Global Securities”).

Regulation S Securities initially shall be represented by one or more Securities in fully registered, global form without interest coupons (collectively, the “Regulation S Global Securities”), which shall be registered in the name of the Depository for the accounts of designated agents.

The Global Securities shall bear the Global Securities Legend. The Global Securities initially shall (i) be registered in the name of the Depository, in each case for credit to an account of an Agent Member, (ii) be delivered to the Securities Custodian, (iii) bear the Restricted Securities Legend and (iv) if applicable, bear the Regulation S Legend.

Members of, or direct or indirect participants in, the Depository (collectively, the “Agent Members”) shall have no rights under this Indenture with respect to any Global Security held on their behalf by the Depository, or the Trustee as its custodian, or under the Global Securities. The Depository may be treated by the Issuer, the Trustee and any agent of the Issuer or the Trustee as the absolute owner of the Global Securities for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depository, or impair, as between the Depository and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Security.

The Registrar shall retain copies of all letters, notices, Confidentiality Agreements and other written communications received pursuant to this Section 2.1 or Section 2.2 herein. The Issuer, at its sole cost and expense, shall have the right to inspect and make copies of all

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such letters, notices, Confidentiality Agreements or other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.

(ii) Transfers of Global Securities shall be limited to transfer in whole, but not in part, to the Depository. Interests of beneficial owners in the Global Securities may be transferred or exchanged for Definitive Securities only in accordance with the applicable rules and procedures of the Depository and the provisions of Section 2.2 herein. In addition, a Global Security shall be exchangeable for Definitive Securities if (x) the Depository (1) notifies the Issuer that it is unwilling or unable to continue as depository for such Global Security and the Issuer thereupon fails to appoint a successor depository or (2) has ceased to be a clearing agency registered under the Exchange Act or (y) there shall have occurred and be continuing an Event of Default with respect to such Global Security. In all cases, Definitive Securities delivered in exchange for any Global Security or beneficial interests therein shall be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depository in accordance with its customary procedures.

(iii) In connection with the transfer of a Global Security as an entirety to beneficial owners pursuant to Section 2.1(b)(ii) herein, such Global Security shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery, to each beneficial owner identified by the Depository in writing in exchange for its beneficial interest in such Global Security, an equal aggregate principal amount of Definitive Securities of authorized denominations.

(iv) Any Transfer Restricted Definitive Security delivered in exchange for an interest in a Global Security pursuant to Section 2.2 herein shall, except as otherwise provided in Section 2.2 herein, bear the Restricted Securities Legend and, if applicable, the Regulation S Legend.

(v) The Holder of any Global Security may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action that a Holder is entitled to take under this Indenture or the Securities.

(c) Definitive Securities. To the extent that the purchaser of a Security is an Accredited Investor or otherwise cannot or opts not to hold a beneficial interest in a Global Security, then such Security shall be represented by one or more Definitive Securities.

2.2 Transfer and Exchange.

(a) Transfer and Exchange of Global Securities. A Global Security may not be transferred as a whole except as set forth in Section 2.1(b) herein. Global Securities will not be exchanged by the Issuer for Definitive Securities except under the circumstances described in Section 2.1(b)(ii) herein. Global Securities also may be exchanged or replaced, in whole or in part, as provided in Sections 2.08 and 2.10 of this Indenture. Beneficial interests in a Global Security may be transferred and exchanged as provided in Section 2.2(b) herein or Section 2.2(g) herein.

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(b) Transfer and Exchange of Beneficial Interests in Global Securities. The transfer and exchange of beneficial interests in the Global Securities shall be effected through the Depository, in accordance with the provisions of this Indenture and the applicable rules and procedures of the Depository. Beneficial interests in Transfer Restricted Global Securities shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(i) Transfer of Beneficial Interests in the Same Global Security. Beneficial interests in any Transfer Restricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Transfer Restricted Global Security in accordance with the transfer restrictions set forth in the Restricted Securities Legend and the Regulation S Legend, as applicable; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in a Regulation S Global Security may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than to a QIB in reliance on Rule 144A). A beneficial interest in an Unrestricted Global Security may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.2(b)(i).

(ii) All Other Transfers and Exchanges of Beneficial Interests in Global Securities. In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i) herein, the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g) herein.

(iii) Transfer of Beneficial Interests to Another Transfer Restricted Global Security. A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.2(b)(ii) herein and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security; and

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(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security.

(iv) Transfer and Exchange of Beneficial Interests in a Transfer Restricted Global Security for Beneficial Interests in an Unrestricted Global Security. A beneficial interest in a Transfer Restricted Global Security may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Security or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security if the exchange or transfer complies with the requirements of Section 2.2(b)(ii) herein and the Registrar receives the following:

(A) if the holder of such beneficial interest in a Transfer Restricted Global Security proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security; or

(B) if the holder of such beneficial interest in a Transfer Restricted Global Security proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such holder in the form attached to the applicable Security,

and, in each such case, if the Issuer or the Registrar so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Issuer and the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend and the Regulation S Legend, as applicable, are no longer required in order to maintain compliance with the Securities Act. If any such transfer or exchange is effected pursuant to this subparagraph (iv) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred or exchanged pursuant to this subparagraph (iv).

(v) Transfer and Exchange of Beneficial Interests in an Unrestricted Global Security for Beneficial Interests in a Transfer Restricted Global Security. Beneficial interests in an Unrestricted Global Security cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Security.

(c) Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities. A beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii) herein. A beneficial interest in a Global Security may not be transferred to a Person who

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takes delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(b)(ii) herein or Section 2.1(c) herein.

(d) Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities. Transfers and exchanges of Definitive Securities for beneficial interests in Global Securities also shall require compliance with either subparagraph (i), (ii), (iii) or (iv) below, as applicable:

(i) Transfer Restricted Definitive Securities to Beneficial Interests in Transfer Restricted Global Securities. If any Holder of a Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a beneficial interest in a Transfer Restricted Global Security or to transfer such Transfer Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in a Transfer Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

(A) if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a beneficial interest in a Transfer Restricted Global Security, a certificate from such Holder in the form attached to the applicable Security;

(B) if such Transfer Restricted Definitive Security is being transferred to a QIB in accordance with Rule 144A, a certificate from such Holder in the form attached to the applicable Security;

(C) if such Transfer Restricted Definitive Security is being transferred to a Person that is not a U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate from such Holder in the form attached to the applicable Security; and

(D) if such Transfer Restricted Definitive Security is being transferred to the Issuer or a Subsidiary thereof, a certificate from such Holder in the form attached to the applicable Security;

the Trustee shall cancel the Transfer Restricted Definitive Security, and increase or cause to be increased the aggregate principal amount of the appropriate Transfer Restricted Global Security. A Transfer Restricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Security if such Person is an Accredited Investor.

(ii) Transfer Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of a Transfer Restricted Definitive Security may exchange such Transfer Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Transfer Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if the Registrar receives the following:

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(A) if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security; or

(B) if the Holder of such Transfer Restricted Definitive Security proposes to transfer such Transfer Restricted Definitive Security to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, a certificate from such Holder in the form attached to the applicable Security,

and, in each such case, if the Issuer or the Registrar so requests or if the applicable rules and procedures of the Depository so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend and the Regulation S Legend, as applicable, are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of this subparagraph (ii), the Trustee shall cancel the Transfer Restricted Definitive Securities and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Security. If any such transfer or exchange is effected pursuant to this subparagraph (ii) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of an written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Transfer Restricted Definitive Securities transferred or exchanged pursuant to this subparagraph (ii).

(iii) Unrestricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities. A Holder of an Unrestricted Definitive Security may exchange such Unrestricted Definitive Security for a beneficial interest in an Unrestricted Global Security or transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Definitive Security and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Securities. If any such transfer or exchange is effected pursuant to this subparagraph (iii) at a time when an Unrestricted Global Security has not yet been issued, the Issuer shall issue and, upon receipt of a written order of the Issuer in the form of an Officer’s Certificate, the Trustee shall authenticate one or more Unrestricted Global Securities in an aggregate principal amount equal to the aggregate principal amount of Unrestricted Definitive Securities transferred or exchanged pursuant to this subparagraph (iii).

(iv) Unrestricted Definitive Securities to Beneficial Interests in Transfer Restricted Global Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a beneficial interest in a Transfer Restricted Global Security.

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(e) Transfer and Exchange of Definitive Securities for Definitive Securities. Upon request by a Holder of Definitive Securities and such Holder’s compliance with the provisions of this Section 2.2(e), the Registrar shall register the transfer or exchange of Definitive Securities. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Definitive Securities duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.2(e):

(i) Transfer Restricted Definitive Securities to Transfer Restricted Definitive Securities. A Transfer Restricted Definitive Security may be transferred to and registered in the name of a Person who takes delivery thereof in the form of a Transfer Restricted Definitive Security if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, a certificate in the form attached to the applicable Security;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904 under the Securities Act, a certificate in the form attached to the applicable Security;

(C) if the transfer will be made to an Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (A) and (B) above, a certificate in the form attached to the applicable Security and a Transferee Letter of Representation in the form of Exhibit B to this Indenture; and

(D) if such transfer will be made to the Issuer or a Subsidiary thereof, a certificate in the form attached to the applicable Security.

(ii) Transfer Restricted Definitive Securities to Unrestricted Definitive Securities. Any Transfer Restricted Definitive Security may be exchanged by the Holder thereof for an Unrestricted Definitive Security or transferred to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security if the Registrar receives the following:

(1) if the Holder of such Transfer Restricted Definitive Security proposes to exchange such Transfer Restricted Definitive Security for an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security; or

(2) if the Holder of such Transfer Restricted Definitive Security proposes to transfer such Transfer Restricted Definitive Security to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Security, a certificate from such Holder in the form attached to the applicable Security,

and, in each such case, if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or transfer is in

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compliance with the Securities Act and that the restrictions on transfer contained herein and in the Restricted Securities Legend and the Regulation S Legend, as applicable, are no longer required in order to maintain compliance with the Securities Act.

(iii) Unrestricted Definitive Securities to Unrestricted Definitive Securities. A Holder of an Unrestricted Definitive Security may transfer such Unrestricted Definitive Security to a Person who takes delivery thereof in the form of an Unrestricted Definitive Security at any time. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Securities pursuant to the instructions from the Holder thereof.

(iv) Unrestricted Definitive Securities to Transfer Restricted Definitive Securities. An Unrestricted Definitive Security cannot be exchanged for, or transferred to a Person who takes delivery thereof in the form of, a Transfer Restricted Definitive Security.

At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

(f) Legends.

(i) (A) Each Security certificate evidencing the Global Securities and the Definitive Securities (and all Securities issued in exchange therefor or in substitution thereof) shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

NEITHER THIS NOTE NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, NOR IS SUCH REGISTRATION CONTEMPLATED. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, SOLD OR OFFERED FOR SALE OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EXEMPTION FROM SUCH REGISTRATION THEREUNDER AND ANY OTHER APPLICABLE SECURITIES LAW REGISTRATION REQUIREMENTS. EACH PERSON OR ENTITY THAT ACQUIRES OR ACCEPTS THIS NOTE OR AN

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INTEREST HEREIN BY SUCH ACQUISITION OR ACCEPTANCE (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND, IF SUBSEQUENT TO THE INITIAL ACQUISITION HEREOF, IS PURCHASING THIS NOTE IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR AS DEFINED IN SUBPARAGRAPH (a)(1), (a)(2), (a)(3) or (a)(7) OF RULE 501 UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PURCHASE OF THIS NOTE AND IS ABLE AND PREPARED TO BEAR THE ECONOMIC RISK OF INVESTING IN AND HOLDING THIS NOTE, (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR AN INTEREST HEREIN, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF, (B) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO AN ENTITY IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (C) TO PERSONS OR ENTITIES OTHER THAN U.S. PERSONS, INCLUDING DEALERS OR OTHER PROFESSIONAL FIDUCIARIES IN THE UNITED STATES ACTING ON A DISCRETIONARY BASIS FOR NON-U.S. BENEFICIAL OWNERS (OTHER THAN AN ESTATE OR TRUST), IN OFFSHORE TRANSACTIONS IN RELIANCE UPON, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT OR (D) TO AN ACCREDITED INVESTOR THAT IS PURCHASING THIS NOTE OR AN INTEREST HEREIN, AS THE CASE MAY BE, FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON OR ENTITY TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED, THAT THE ISSUER AND THE TRUSTEE SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (2)(D) OF THIS PARAGRAPH TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE REFERRED TO HEREINAFTER CONTAINS A PROVISION REQUIRING THE REGISTRAR APPOINTED THEREUNDER TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

THIS NOTE MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS SET FORTH IN THE INDENTURE REFERRED TO HEREINAFTER, AND, IN ADDITION, EACH PERSON OR ENTITY THAT ACQUIRES OR ACCEPTS THIS NOTE OR AN INTEREST HEREIN BY

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SUCH ACQUISITION OR ACCEPTANCE AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH IN SUCH INDENTURE, AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS SET FORTH IN SUCH INDENTURE.

(B) Except as permitted by Section 2.2(f)(i)(C) herein, each Security certificate evidencing the Global Securities (and all Securities issued in exchange therefor or in substitution thereof), in the case of Securities offered in reliance on Regulation S, shall bear a legend in substantially the following form (each defined term in the legend being defined as such for purposes of the legend only):

THIS NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF INTEREST THEREON AS SPECIFIED IN THE INDENTURE REFERRED TO HEREINAFTER.

(C) Each Global Security shall bear the following legend:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OR ENTITY IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREINAFTER.

(ii) Upon a sale or transfer after the expiration of the Restricted Period of any Security acquired pursuant to Regulation S, all requirements that such Security bear the Regulation S Legend shall cease to apply and the requirements requiring any such Initial Security be issued in global form shall continue to apply.

(g) Cancellation or Adjustment of Global Security. At such time as all beneficial interests in a particular Global Security have been exchanged for Definitive Securities or a particular Global Security has been redeemed, repurchased or canceled in whole and not in part, each such Global Security shall be returned to or retained and canceled by the Trustee in accordance with Section 2.11 of this Indenture. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for

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or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security or for Definitive Securities, the principal amount of Securities represented by such Global Security shall be reduced accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Security, such other Global Security shall be increased accordingly and an endorsement shall be made on such Global Security by the Trustee or by the Depository at the direction of the Trustee to reflect such increase.

(h) Obligations with Respect to Transfers and Exchanges of Securities.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute, and the Trustee shall authenticate, Definitive Securities and Global Securities at the Registrar’s request.

(ii) No service charge shall be imposed by the Issuer, the Trustee or the Registrar for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes, assessments or similar governmental charge or duty payable upon exchanges pursuant to Sections 3.06, 4.06, 4.08 and 9.04 of this Indenture).

(iii) Prior to the due presentation for registration of transfer of any Security, the Issuer, the Trustee, a Paying Agent or the Registrar may deem and treat the Person in whose name a Security is registered as the absolute owner of such Security for the purpose of receiving payment of principal of and interest on such Security and for all other purposes whatsoever, whether or not such Security is overdue, and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.

(iv) All Securities issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same benefits under this Indenture as the Securities surrendered upon such transfer or exchange.

(i) No Obligation of the Trustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, the Depository or any other Person with respect to the accuracy of the records of the Depository or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depository) of any notice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to the Holders under the Securities shall be given or made to the registered Holders (which shall be the Depository in the case of a Global Security). Except as may be otherwise permitted pursuant to Section 2.14 of this Indenture, the rights of beneficial owners in any Global Security shall be exercised only through the Depository subject to the

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applicable rules and procedures of the Depository. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its members, its participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among Depository participants, members or beneficial owners in any Global Security) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

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EXHIBIT A

{FORM OF SECURITY}

NEITHER THIS NOTE NOR ANY INTEREST HEREIN HAS BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, NOR IS SUCH REGISTRATION CONTEMPLATED. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, SOLD OR OFFERED FOR SALE OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EXEMPTION FROM SUCH REGISTRATION THEREUNDER AND ANY OTHER APPLICABLE SECURITIES LAW REGISTRATION REQUIREMENTS. EACH PERSON OR ENTITY THAT ACQUIRES OR ACCEPTS THIS NOTE OR AN INTEREST HEREIN BY SUCH ACQUISITION OR ACCEPTANCE (1) REPRESENTS THAT (A) IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND, IF SUBSEQUENT TO THE INITIAL ACQUISITION HEREOF, IS PURCHASING THIS NOTE IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN ACCREDITED INVESTOR AS DEFINED IN SUBPARAGRAPH (a)(1), (a)(2), (a)(3) or (a)(7) OF RULE 501 UNDER THE SECURITIES ACT (AN “ACCREDITED INVESTOR”), HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PURCHASE OF THIS NOTE AND IS ABLE AND PREPARED TO BEAR THE ECONOMIC RISK OF INVESTING IN AND HOLDING THIS NOTE, (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THIS NOTE OR AN INTEREST HEREIN, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF, (B) FOR SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO AN ENTITY IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT, (C) TO PERSONS OR ENTITIES OTHER THAN U.S. PERSONS, INCLUDING DEALERS OR OTHER PROFESSIONAL FIDUCIARIES IN THE UNITED STATES ACTING ON A DISCRETIONARY BASIS FOR NON-U.S. BENEFICIAL OWNERS (OTHER THAN AN ESTATE OR TRUST), IN OFFSHORE TRANSACTIONS IN RELIANCE UPON, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT OR (D) TO AN ACCREDITED INVESTOR THAT IS PURCHASING THIS NOTE OR AN INTEREST HEREIN, AS THE CASE MAY BE, FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON OR ENTITY TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED, THAT THE ISSUER AND THE TRUSTEE SHALL HAVE THE

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RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (2)(D) OF THIS PARAGRAPH TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE RESPECTIVE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE REFERRED TO HEREINAFTER CONTAINS A PROVISION REQUIRING THE REGISTRAR APPOINTED THEREUNDER TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.

THIS NOTE MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS SET FORTH IN THE INDENTURE REFERRED TO HEREINAFTER, AND, IN ADDITION, EACH PERSON OR ENTITY THAT ACQUIRES OR ACCEPTS THIS NOTE OR AN INTEREST HEREIN BY SUCH ACQUISITION OR ACCEPTANCE AGREES TO COMPLY WITH THE TRANSFER RESTRICTIONS SET FORTH IN SUCH INDENTURE, AND FURTHER ACKNOWLEDGES AND AGREES TO THE PROVISIONS SET FORTH IN SUCH INDENTURE.

{Global Securities Legend}

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OR ENTITY IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREINAFTER.

{Restricted Securities Legend for Global Securities Offered in Reliance on Regulation S}

THIS NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER AND IS SUBJECT TO RESTRICTIONS ON THE TRANSFER AND EXCHANGE THEREOF AND ON THE PAYMENT OF INTEREST THEREON AS SPECIFIED IN THE INDENTURE REFERRED TO HEREINAFTER.

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{FORM OF SECURITY}

No.              $                    

10% Senior Secured Note due 2024

CUSIP No.            

ISIN No.               

Bloom Energy Corporation, a Delaware corporation (the “Issuer”), promises to pay to {Cede & Co.}{                    }, or its registered assigns, the principal sum {of $                    Dollars} {listed on the Schedule of Increases or Decreases in Global Security attached hereto}1 on or before July 31, 2024 as set forth in this Security.

Payment Dates: January 31 and July 31 (each, a “Payment Date”)

Record Dates: January 15 and July 15 (each, a “Record Date”)

Additional provisions of this Security are set forth on the following pages of this Security.

¹ Use the Schedule of Increases or Decreases language if Security is in Global Form.

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IN WITNESS WHEREOF, the undersigned has caused this Instrument to be duly executed.

BLOOM ENERGY CORPORATION

By:                                                                                                  

      Name:

      Title:

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TRUSTEE’S CERTIFICATE OF     AUTHENTICATION
U.S. BANK NATIONAL ASSOCIATION, as Trustee, certifies that this is one of the Securities referred to in the within-mentioned Indenture.
By:
	Authorized Signatory
Date:

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10% Senior Secured Note due 2024

1. Interest and Payments of Principal

(a) Bloom Energy Corporation, a Delaware corporation (the “Issuer”), shall pay interest on the outstanding principal amount of this Security at the rate per annum shown above.

(b) The Issuer shall pay interest semi-annually in arrears on each Payment Date, commencing on {January 31, 2018}, or on the immediately succeeding Business Day if any such date is not a Business Day. Interest on this Security shall accrue on the outstanding principal amount thereof from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from {June 29, 2017} until the principal hereof is paid or duly provided for. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months and, for partial months, on the basis of the number of days actually elapsed in a 30-day month. The Issuer shall pay interest on overdue principal at the rate borne by the Securities and it shall pay interest on overdue installments of interest at the same rate to the extent lawful.

(c) Absent any earlier repurchase or redemption, the Securities will mature on July 31, 2024.

(d) This Security is one of a series of Securities. On each Payment Date, commencing on July 31, 2019, or on the succeeding Business Day if any such date is not a Business Day, the Issuer shall pay an installment of principal of the Securities in accordance with the table below corresponding to the applicable Payment Date, where the applicable percentage is the percentage of (i) the initial aggregate principal amount of Securities issued on the Issue Date plus (ii) the initial aggregate principal amount of any Additional Securities issued on their date(s) of issuance, subject to any reduction in the event of any partial redemption or repurchase of the Securities in the manner described below:

Payment Date	Percentage
July 31, 2019	7%
January 31, 2020	7%
July 31, 2020	7%
January 31, 2021	7%
July 31, 2021	9%
January 31, 2022	9%
July 31, 2022	9%
January 31, 2023	9%
July 31, 2023	11%
January 31, 2024	11%
July 31, 2024	All remaining outstanding principal of the Securities at such date

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All installment payments of principal of the Securities calculated from the principal installment percentages set forth above shall be rounded to two decimal places.

In the event that there shall have been any partial redemption or repurchase of the Securities, the initial aggregate principal amounts of Securities used to calculate each installment of principal using the percentages set forth in the table above (as they may have been previously reduced) subsequent to such partial redemption or repurchase shall be reduced by an amount equal to the amount of Securities so redeemed or repurchased. Any such reduction shall be made on a pro rata distribution of principal basis, as nearly as practicable, among the Holders (subject, however, to the applicable procedures of the Depository).

2. Method of Payment

The Issuer shall pay interest on the Securities (except defaulted interest) and payments of installments of principal to the Persons who are registered Holders at the close of business on the Record Date immediately preceding the related Payment Date even if Securities are canceled after such Record Date and on or before such Payment Date (whether or not a Business Day). Holders must surrender Securities to the Paying Agent to collect principal payments (other than payments of installments of principal). The Issuer shall pay principal, premium, if any, and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts. {Payments in respect of the Securities (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary.}2 {The Issuer shall make all payments in respect of the Securities (including principal, premium, if any, and interest) at the office of the Paying Agent, except that, at the option of the Issuer, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however, that payments on the Securities may also be made, in the case of a Holder of at least $1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion).}3

3. Paying Agent and Registrar

Initially, U.S. Bank National Association (the “Trustee”) will act as Paying Agent and Registrar. The Issuer or any of its domestically organized Wholly Owned Restricted Subsidiaries may act as Paying Agent or Registrar.

²  Include in a Global Security.

³  Include in a Definitive Security.

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4. Indenture

The Issuer issued the Securities under the Indenture dated as of June 29, 2017 (the “Indenture”) among the Issuer, the guarantors that may be party thereto from time to time, the Trustee and the Collateral Agent. The terms of the Securities include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Securities are subject to all terms and provisions of the Indenture, and the Holders are referred to the Indenture for a statement of such terms and provisions. If and to the extent that any provision of the Securities limits, qualifies or conflicts with a provision of the Indenture, such provision of the Indenture shall control.

The Securities are senior secured obligations of the Issuer. This Security is one of the Securities referred to in the Indenture. The Securities are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Issuer and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Issuer and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make Asset Sales, as set forth in the Indenture for the Securities and subject to the exceptions set forth in the Indenture for the Securities. The Indenture also imposes limitations on the ability of the Issuer and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of their property.

To guarantee the full and punctual payment of the principal of and interest on the Securities and all other amounts payable by the Issuer under the Indenture, the Securities and the Security Documents when and as the same shall be due and payable, whether on a Payment Date, at maturity, by acceleration or redemption or otherwise, according to the terms of the Securities, the Indenture and the Security Documents, the Guarantors have, jointly and severally, irrevocably and unconditionally guaranteed the Guaranteed Obligations on a senior unsecured basis pursuant to the terms of the Indenture.

5. Optional Redemption

The Issuer may redeem the Securities at its option, in whole at any time or in part from time to time, on any Business Day specified by the Issuer prior to June 29, 2019 (the “First Call Date”), on not less than 30 days’ nor more than 60 days’ prior written notice delivered to the Holders with a copy to the Trustee, at a redemption price equal to 100% of the principal amount of the Securities being redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Payment Date, with no interest then to be payable to Holders whose Securities will be subject to redemption by the Issuer).

The Issuer may redeem the Securities at its option, in whole at any time or in part from time to time, on any Business Day specified by the Issuer on or after the First Call Date, on not less than 30 days’ nor more than 60 days’ prior written notice delivered to the Holders with a copy to the Trustee, at the following redemption prices (expressed as a percentage of the

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outstanding aggregate principal amount of the Securities being redeemed), plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Payment Date, with no interest then to be payable to Holders whose Securities will be subject to redemption by the Issuer), for the following periods:

Period	Redemption Price
From and including the First Call Date to and including June 28, 2020		108.00	%
From and including June 29, 2020 to and including June 28, 2021		104.00	%
From and including June 29, 2021 to and including June 28, 2022		102.00	%
From and including June 29, 2022 and thereafter		100.00	%

“Applicable Premium” means, with respect to any Security (or portion thereof) to be redeemed on any Redemption Date, the greater of (x) 1.0% of the amount of principal of such Security to be redeemed and (y) the amount, if any, by which (a) the present value at such Redemption Date of (i) the redemption price of the amount of principal of such Security to be redeemed on the First Call Date (such redemption price being set forth in the table above), plus (ii) all required interest payments due on the amount of principal of such Security to be redeemed through the First Call Date (excluding accrued but unpaid interest, if any, to the Redemption Date), computed using a discount rate equal to the Treasury Rate in respect of such Redemption Date plus 100 basis points, exceeds (b) the amount of principal of such Security to be redeemed. The Trustee shall have no duty to calculate or verify the calculation of the Applicable Premium.

“Treasury Rate” means, in respect of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Federal Reserve Statistical Release H.15 is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to the First Call Date; provided, that if the period from such Redemption Date to the First Call Date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

Notice of any redemption may, at the Issuer’s discretion, be revocable and be subject to one or more conditions precedent.

6. Notice of Redemption

Written notice of redemption pursuant to paragraph 5 will be provided at least 30 days but not more than 60 days before the Redemption Date to each Holder of Securities to be redeemed. Securities in denominations larger than $250,000 may be redeemed in part but only in whole multiples of $1,000. If money sufficient to pay the redemption price of and accrued and unpaid interest on all Securities (or portions thereof) to be redeemed on the Redemption Date is deposited with a Paying Agent on or before the Redemption Date and certain other conditions are satisfied, on and after such date, interest ceases to accrue on such Securities (or such portions thereof) called for redemption.

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7. Sinking Fund

The Securities are not subject to any sinking fund.

8. Repurchase of Securities at the Option of the Holders upon Change of Control and Asset Sales

Upon the occurrence of a Change of Control, each Holder shall have the right, subject to certain conditions specified in the Indenture, to cause the Issuer to repurchase all or any part of such Holder’s Securities at a purchase price in cash equal to 101% of the principal balance thereof, plus accrued and unpaid interest, if any, to the date of repurchase (subject to the right of the Holders of record on the relevant Record Date to receive interest due on the related Payment Date), as provided in, and subject to the terms of, the Indenture.

In accordance with, and subject to the terms of, Section 4.06 of the Indenture, the Issuer will be required to offer to purchase Securities upon the occurrence of certain Asset Sale events.

9. Security

The Securities will be secured by the Notes Collateral on the terms and subject to the conditions set forth in the Indenture and the Security Documents. The Collateral Agent holds the Notes Collateral in trust for the benefit of itself, the Trustee and the Holders, in each case pursuant to the Security Documents. Each Holder, by accepting this Security, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Notes Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs each of the Trustee and the Collateral Agent to enter into the Security Documents, and to perform its obligations and exercise its rights thereunder in accordance therewith.

10. Denominations; Transfer; Exchange

The Securities are in the form of one or more registered notes, without interest coupons, in denominations of $250,000 and any integral multiple of $1,000 in excess thereof. The registration of transfer of or exchange of Securities shall be done in accordance with the Indenture. Upon any registration of transfer or exchange, the Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange any Securities selected for redemption (except, in the case of a Security to be redeemed in part, the portion of the Security not to be redeemed) or to transfer or exchange any Securities for a period of 15 days prior to a selection of Securities to be redeemed.

11. Persons Deemed Owners

Subject to Section 2.14 of the Indenture, the registered Holder of this Security shall be treated as the owner of it for all purposes.

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12. Unclaimed Money

If money for the payment of principal or interest remains unclaimed for two years, the Trustee and a Paying Agent shall pay the money back to the Issuer at its written request unless an abandoned property law designates another Person. After any such payment, the Holders entitled to the money must look to the Issuer for payment as general creditors and the Trustee and Paying Agent shall have no further liability with respect to such monies.

13. Discharge and Defeasance

Subject to certain conditions set forth in the Indenture, the Issuer at any time may terminate some of or all its obligations under the Securities and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity, as the case may be.

14. Amendment; Waiver

Subject to certain exceptions set forth in the Indenture, (x) the Indenture, the Securities or any Security Document may be amended or supplemented, with the written consent of the Holders of a majority in principal amount of the Securities then outstanding (voting as a single class) and (y) any past default or compliance with any provisions may be waived with the written consent of the Holders of a majority in principal amount of the Securities then outstanding. Subject to certain exceptions set forth in the Indenture, without the consent of any Holder, the Issuer, the Collateral Agent, the Guarantors and the Trustee may amend the Indenture, the Securities or any Security Document (i) to cure any ambiguity, omission, mistake, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under the Indenture and the Securities in accordance with the terms of the Indenture or otherwise to comply with Article 5 of the Indenture; (iii) to provide for the assumption by a Successor Guarantor of the obligations of a Guarantor under the Indenture and its Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities provided however that the uncertificated Securities are issued in registered form for purposes of Sections 871(h)(2)(B) and 881(c)(2)(B) of the Code and United States Treasury Regulation Section 5f.103-1(c); (v) to add additional Guarantees with respect to the Securities in accordance with the terms of the Indenture or to evidence the release, termination or discharge of any Guarantee when such release, termination or discharge is permitted or required by the Indenture; (vi) to add to the covenants of the Issuer and its Subsidiaries for the benefit of the Holders or to surrender any right or power conferred in the Indenture upon the Issuer or any of its Subsidiaries in accordance with the terms of the Indenture; (vii) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of the Indenture under the TIA (to the extent any such qualification is required); (viii) to make any change that would provide additional rights or benefits to the Holders or to make any change that does not adversely affect the legal rights of any Holder; (ix) to add additional assets as Notes Collateral to secure the Securities; (x) to release Notes Collateral from the Lien pursuant to Section 11.03 of the Indenture or Section 8.12 of the Security Agreement; (xi) to modify the Security Documents to accommodate and implement the Liens contemplated by clause (19)(z) of the definition of “Permitted Liens”; (xii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee thereunder pursuant to the requirements

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thereof; (xiii) to provide for or confirm the issuance of Additional Securities; or (xiv) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Securities as permitted by the Indenture, including, to facilitate the issuance and administration of the Securities; provided, however, that (A) compliance with the Indenture as so amended would not result in Securities being transferred in violation of the Securities Act or any applicable securities law and (B) such amendment does not materially and adversely affect the rights of Holders to transfer Securities.

15. Defaults and Remedies

If an Event of Default (other than a bankruptcy default with respect to the Issuer) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of a majority in principal amount of the then outstanding Securities by written notice to the Issuer and the Trustee, may declare the principal of, and the premium, if any, and accrued but unpaid interest, if any, on, all then outstanding Securities to be due and payable. Upon such a declaration, such principal, premium, if any, and accrued and unpaid interest, if any, shall be due and payable immediately. Upon the occurrence of a bankruptcy default with respect to the Issuer, the principal of, and the premium, if any, and accrued but unpaid interest, if any, on, all the then outstanding Securities shall ipso facto become and be immediately due and payable, without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the Securities may rescind any such acceleration with respect to the Securities and its consequences.

Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder gives the Trustee written notice stating that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the then outstanding Securities make a written request to the Trustee to pursue the remedy, (iii) such Holder or Holders offer to the Trustee security or indemnity satisfactory to it against any loss, liability or expense, (iv) the Trustee does not comply with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the then outstanding Securities do not give the Trustee a direction inconsistent with such request during such 60-day period. Subject to certain restrictions set forth in the Indenture, the Holders of a majority in principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, subject to the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

16. Trustee Dealings with the Issuer

Subject to certain limitations imposed by the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities

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and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.

17. No Recourse Against Others

No director, officer, employee, manager, incorporator or holder of any Equity Interests in the Issuer or in any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under the Securities or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Securities by accepting a Security waives and releases all such liability.

18. Authentication

This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on this Security.

19. Abbreviations

Customary abbreviations may be used in the name of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

20. Governing Law

THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5- 1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

21. CUSIP Numbers; ISINs

The Issuer has caused CUSIP numbers and ISINs to be printed on the Securities and has directed the Trustee to use CUSIP numbers and ISINs in notices (including notices of redemption) as a convenience to the Holders. No representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder of Securities upon written request and without charge to the Holder a copy of the Indenture, which has in it the text of this Security.

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ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

(Print or type assignee’s name, address and zip code)

(Insert assignee’s soc. sec. or tax I.D. No.)

and irrevocably appoint                     agent to transfer this Security on the books of the Issuer. The agent may substitute another to act for him or her.

Date:                     Your Signature:                                    

Sign exactly as your name appears on this Security.

Signature Guarantee:                                                                                                                           

Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee

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CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER OF RESTRICTED SECURITIES

This certificate relates to $                     principal amount of Securities held in (check applicable space)             book-entry or             definitive form by the undersigned.

The undersigned (check one box below):

☐ has requested the Trustee by written order to deliver in exchange for its beneficial interest in the Global Security held by the Depository a Security or Securities in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Security (or the portion thereof indicated above);

☐ has requested the Trustee by written order to exchange or register the transfer of a Security or Securities.

In connection with any transfer of any of the Securities evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(d)(1) under the Securities Act, the undersigned confirms that such Securities are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1)	☐	to the Issuer or a Subsidiary thereof; or
(2)	☐	to the Registrar for registration in the name of the Holder, without transfer; or
(3)	☐	pursuant to an effective registration statement under the Securities Act of 1933; or
(4)	☐	inside the United States to a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on such Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or
(5)	☐	outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or
(6)	☐	to an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933) that has furnished to the Trustee a signed letter containing certain representations and agreements and, if applicable, an Opinion of Counsel; or

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(7) ☐ pursuant to another available exemption from registration provided by Rule 144 under the Securities Act of 1933.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuer or the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Issuer or the Trustee have reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

Date:                             Your Signature:                                    

Signature Guarantee:                                                                 

Date:
Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program reasonably acceptable to the Trustee	Signature of Signature Guarantee

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TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on such Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to such Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by such Rule 144A.

Dated:                             

NOTICE: To be executed by an executive officer

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{TO BE ATTACHED TO GLOBAL SECURITIES}

SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

The initial principal amount of this Global Security is $                    . The following increases or decreases in this Global Security have been made:

Date Amount of decrease in
Principal Amount of this
Global Security Amount of increase in
Principal Amount of this
Global Security Principal amount of this
Global Security following
such decrease or increase Signature of authorized
signatory of Trustee or
Securities Custodian

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, check the box:

Asset Sale  ☐ Change of Control  ☐

If you want to elect to have only part of this Security purchased by the Issuer pursuant to Section 4.06 (Asset Sale) or 4.08 (Change of Control) of the Indenture, state the amount (which must be in integral multiples of $1,000 so long as, if repurchased in part, at least $250,000 remains outstanding):

$

Date:                              Your Signature:                                     

(Sign exactly as your name

appears on this Security)

Signature Guarantee:                                                                     

Signature must be guaranteed by a participant in a

recognized signature guaranty medallion program or other

signature guarantor program reasonably acceptable to the

Trustee

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EXHIBIT B

{FORM OF}

TRANSFEREE LETTER OF REPRESENTATION

Bloom Energy Corporation

1299 Orleans Drive

Sunnyvale, California 94089

Attention: General Counsel

Facsimile: (408) 543-1004

U.S. Bank National Association, as trustee (the “Trustee”)

Global Corporate Trust Services

633 West Fifth Street, 24th Floor

Los Angeles, California 90071

Attention: Bradley Scarbrough (Bloom Energy 2017 Indenture)

Facsimile: (213) 615-6197

Ladies and Gentlemen:

This certificate is delivered to request a transfer of $            principal amount of the 10% Senior Secured Notes due 2024 (the “Securities”) of Bloom Energy Corporation (the “Issuer”)

Upon transfer, the Securities would be registered in the name of the new beneficial owner as follows:

Name:                                                      

Address:                                                  

Taxpayer ID Number:                             

The undersigned represents and warrants to you that:

1. We are an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)), purchasing for our own account or for the account of such an “accredited investor” for investment purposes at least $250,000 principal amount of the Securities, and we are acquiring the Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of our investment in the Securities, and we invest in or purchase securities similar to the Securities in the normal course of our business. We, and any accounts for which we are acting, are each able and prepared to bear the economic risk of our or its investment.

2. We understand that the Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following

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sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Securities to offer, sell or otherwise transfer such Securities only (a) to an entity that we reasonably believe is a qualified institutional buyer (as defined in Rule 144A under the Securities Act) in a transaction meeting the requirements of such Rule 144A, (b) outside the United States in an offshore transaction in accordance with Rule 904 of Regulation S under the Securities Act, (c) to the Issuer or any of its subsidiaries or (d) to an “accredited investor” in the case of each of clauses (a) through (d) in accordance with any applicable securities laws of any state of the United States. In addition, we will, and each subsequent holder is required to, notify any purchaser of the Securities of the resale restrictions set forth above. If any resale or other transfer of the Securities is proposed to be made pursuant to clause (d) above prior to the date that is one year after the later of the date of original issue and the last date on which either the Issuer or any affiliate of the Issuer was the owner of the Securities (the “Resale Restriction Termination Date”), the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an “accredited investor” and that it is acquiring such Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to the offer, sale or other transfer prior to the Resale Restriction Termination Date of the Securities pursuant to clause (b) or (d) above to require the delivery of an Opinion of Counsel, certifications or other information satisfactory to the Issuer and the Trustee.

Dated:                                     

TRANSFEREE:                                      ,

By:

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EXHIBIT C

{FORM OF}

SUPPLEMENTAL INDENTURE

This SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of             , 20         is among {GUARANTOR} (the “New Guarantor”), a subsidiary of Bloom Energy Corporation (the “Issuer”), the Issuer, {the existing guarantors (the “Existing Guarantors”) under the Indenture referred to below,} and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”) under such Indenture.

W I T N E S S E T H :

WHEREAS the Issuer {and the Existing Guarantors} {has}{have} heretofore executed and delivered to the Trustee and the Collateral Agent an indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of June 29, 2017, providing for the issuance of the Issuer’s 10% Senior Secured Notes due 2024 (the “Securities”);

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances the Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall guarantee the Issuer’s Obligations under the Securities and the Indenture pursuant to a Guarantee on the terms and conditions set forth herein and in the Indenture; and

WHEREAS, pursuant to Section 9.01(v) of the Indenture, the Trustee, the Issuer {and the Existing Guarantors} {is}{are} authorized to execute and deliver this Supplemental Indenture without notice to or consent of any Holder.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer{, the Existing Guarantors} and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1. Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the recitals hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of such Holders. The words “herein”, “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

2. Agreement to Guarantee. The New Guarantor hereby{, jointly and severally, with each Existing Guarantor,} irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to each Holder and to the Trustee and its successors and assigns the Guaranteed Obligations, on the terms and subject to the conditions set forth in Article 10 of the Indenture, and agrees to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture.

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3. Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 12.01 of the Indenture.

4. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder shall be bound hereby.

5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

6. Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.

7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

8. Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect the construction thereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

{NEW GUARANTOR}
By:
	Name:
	Title:
BLOOM ENERGY CORPORATION
By:
	Name:
	Title:
{EXISTING GUARANTORS:}
{ANY EXISTING GUARANTORS}
By:
	Name:
	Title

:

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U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE
By:
	Name:
	Title:
U.S. BANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT
By:
	Name:
	Title:

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EXHIBIT D

{FORM OF CONFIDENTIALITY AGREEMENT}

Bloom Energy Corporation

1299 Orleans Drive

Sunnyvale, California 94089

CONFIDENTIALITY AGREEMENT

For the purpose of evaluating our possible interest in the purchase of senior secured notes (the “Notes”) of Bloom Energy Corporation, a Delaware corporation (the “Company”) (the “Transaction”), and for thereafter entering into, monitoring or enforcing the Transaction, we may request that you or your directors, officers, managers, members, partners, employees, affiliates, assigns, representatives (including, without limitation, financial advisors, attorneys and accountants), investors, agents or similar persons or entities (collectively, “your Representatives”) furnish us or our directors, officers, managers, members, partners, employees, affiliates, assigns, representatives (including, without limitation, financial advisors, attorneys and accountants), investors, agents or similar persons or entities (collectively, “our Representatives”) with certain information relating to the Company and its affiliates and the Transaction. All such information (whether written, visual or oral, and whether tangible or electronic) furnished on or after the date hereof by you or your Representatives (including any such information provided in a dataroom via IntraLinks or otherwise) to us or our Representatives, including any materials containing, based on or derived from any such information (including, without limitation, any financial models or other analyses, compilations, forecasts, studies or other documents based thereon) prepared by us or our Representatives in connection with our or our Representatives’ review of, or our interest in, the Transaction is hereinafter referred to as the “Information”. The term Information will not, however, include information that (i) is already known by us at the time that such information is disclosed (unless such information was disclosed to us under a confidentiality agreement with you), (ii) is or thereafter becomes available in the public domain, other than by breach by us or our Representatives of our obligations hereunder, (iii) is obtained by us from another source without, to our knowledge after reasonable investigation, breach of such source’s obligations of confidentiality to you or (iv) is independently developed by our Representatives who have not had access to such information.

As a condition to receiving the Information, we hereby agree as follows:

1. We hereby agree, and agree to cause our Representatives, (i) to keep the Information confidential, (ii) to use the Information solely for the purpose of evaluating, entering into, monitoring or enforcing the Transaction and (iii) not to, without your prior written consent, disclose any Information in any manner whatsoever; provided, however, that we may reveal the Information to (a) our Representatives who need to know the Information for the purpose of evaluating, entering into, monitoring or enforcing the Transaction or (b) third parties in order to comply with any applicable law, rule, regulation or legal process or pursuant to requests of governmental authorities or regulatory agencies having oversight over us or our Representatives, and only after compliance with paragraph 3 below, provided, that all of such persons and entities

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listed in clause (a) above shall agree to keep such Information confidential, and only to use such Information, on terms that are substantially the same as the terms we are subject to herein, and, provided, further, that we shall be wholly responsible for the full compliance of such confidentiality agreement by any of the persons or entities listed in clause (a) above to which we disclosed Information. Notwithstanding and without limitation of the foregoing, we and our Representatives agree not to reveal Information to advisors who are principally engaged in the business of investment banking, capital markets or securitization of financial assets without the prior written consent of your Representative, Morgan Stanley & Co. LLC (“Morgan Stanley”).

2. We hereby agree, and agree to cause our Representatives, whether or not the Transaction is consummated, not to (except as required by applicable law, rule, regulation or legal process or pursuant to requests of governmental authorities or regulatory agencies having oversight over us or our Representatives, and only after compliance with paragraph 3 below), without your prior written consent, disclose to any person or entity the fact that the Information or the Transaction exists or has been made available, that we are considering the Transaction, that (if prior to consummation of the Transaction) you are considering the Transaction, or that discussions or negotiations are taking or have taken place concerning the Transaction or any term, condition or other fact relating to the Transaction or such discussions or negotiations, including, without limitation, the status thereof.

3. In the event that we or any of our Representatives are required by applicable law, rule, regulation or legal process or pursuant to requests of governmental authorities or regulatory agencies having oversight over us or our Representatives to disclose any of the Information, we agree to notify you promptly (unless such notice is not permitted by applicable law, rule or regulation) so that you may seek, at your own expense, a protective order or other appropriate remedy or, in your sole discretion, waive compliance with the terms of this Confidentiality Agreement. In the event that no such protective order or other remedy is obtained, or that you do not waive compliance with the terms of this Confidentiality Agreement, we agree to furnish only that portion of the Information that we are advised by counsel (which may be internal counsel) is legally required and will exercise all commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Information.

4. If we determine not to proceed with the Transaction or we cease to have an interest arising from the Transaction, we will promptly inform you of that decision or event and, in that case, and at any time upon your request or the request of any of your Representatives, we and our Representatives agree to (i) promptly deliver to you all copies of the Information in our possession (except as described in the following proviso), (ii) promptly destroy all copies of any written Information (whether in tangible or electronic form, or otherwise) that we and our Representatives have created, including, without limitation, any notes we have taken on any discussions with you or your Representatives, and upon your request such destruction shall be certified in writing (including, without limitation, via email) to you by an authorized officer supervising such destruction (provided in each case that an appropriate person within our organization may retain one copy of the Information, subject to the provisions of this Confidentiality Agreement, if required to comply with internal record retention policies or regulatory considerations, in which case, regardless of paragraph 15 below, the confidentiality provisions of this Confidentiality Agreement will continue to apply to such Information for so long as it is retained by such person or any other of our Representatives) and (iii) certify that

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clauses (i) and (ii) above have been complied with. Any visual, oral or other Information not returned to you or destroyed in accordance with the preceding sentence will continue to be subject to the terms of this Confidentiality Agreement, regardless of paragraph 15 below.

5. We acknowledge that neither you nor any of your Representatives, nor any of your or their respective officers, directors, managers, members, partners, employees, agents or controlling persons within the meaning of Section 20 of the U.S. Securities Exchange Act of 1934, as amended, makes any express or implied representation or warranty as to the accuracy or completeness of the Information, and we agree that no such person or entity will have any liability relating to the Information or for any errors therein or omissions therefrom. We further agree that we are not entitled to rely on the accuracy or completeness of the Information.

6. We acknowledge that we are aware of the restrictions imposed by the United States securities laws on the purchase or sale of securities of an issuer or an affiliate or controlling person of the issuer while in possession of material, non-public information and on the communication of such information to any other person or entity. We represent that we maintain effective internal procedures with respect to maintaining the confidentiality and use of the Information and that we will not use the Information for any purpose in violation of United States securities laws or any other applicable laws. We further represent that we are (i) a qualified institutional buyer (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), (ii) a non-U.S. person within the meaning of Regulation S under the Securities Act or (iii) to the extent clause (i) above or clause (ii) above does not apply, an institutional accredited investor (as defined in subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act).

7. We agree that, at any time prior to your consummation of the Transaction, (i) you reserve the right, in your sole discretion, to change the terms of the Transaction at any time without prior notice to us or any other person or entity, to reject any and all proposals or offers made by us or any of our Representatives with regard to the Transaction, and to terminate discussions and negotiations with us at any time and for any reason, and (ii) you will not have any liability to us with respect to the Transaction, whether by virtue of this Confidentiality Agreement, any other written or oral expression with respect to the Transaction or otherwise.

8. We acknowledge that remedies at law may be inadequate to protect you against any actual or threatened breach of this Confidentiality Agreement by us or our Representatives, and, without prejudice to any other rights and remedies otherwise available to you, we agree to permit you to seek the granting of injunctive relief in your favor without proof of actual damages.

9. We acknowledge and agree that Morgan Stanley is a third party beneficiary of this Confidentiality Agreement and shall have the right to enforce any provision of this Confidentiality Agreement.

10. We acknowledge and agree that neither this Confidentiality Agreement nor any disclosure of Information made hereunder by you shall be construed, deemed or interpreted, by implication or otherwise, to vest in us or our Representatives any license or other ownership

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rights in, to or under any of such Information or other copyrights, intellectual property, know- how, moral rights, trade secrets, trademark rights or other proprietary rights whatsoever.

11. We agree that no failure or delay by you in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.

12. This Confidentiality Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

13. This Confidentiality Agreement shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof (other than the provisions of Section 5-1401 of the General Obligations Law of the State of New York).

14. This Confidentiality Agreement contains the entire agreement between you and us, and supersedes all prior agreements and understandings, whether written or oral, between you and us, concerning the confidentiality of the Information, and no modifications of this Confidentiality Agreement or waiver of the terms and conditions hereof will be binding upon you or us, unless approved in writing by each of you and us.

15. This Confidentiality Agreement will terminate upon the later of (i) five (5) years after the date hereof, and (ii) if we do proceed with the Transaction, 24 months from the date we cease to have an interest arising from the Transaction, whether through a sale of our interest, the maturity or repayment of our interest or otherwise.

16. If we propose to purchase, transfer, sell or otherwise dispose of any of our interest at any time, we agree to (i) abide by any transfer restrictions relating to the Notes, (ii) inform any proposed transferee of such interest of any such transfer restrictions, including, without limitation, any requirement that such proposed transferee execute a confidentiality agreement, and (iii) not furnish any Information to such proposed transferee. We acknowledge that you shall be responsible for the delivery of all Information to any such prospective transferee following execution by such prospective transferee of an appropriate confidentiality agreement.

17. This Confidentiality Agreement may be executed in one or more counterparts by the parties hereto and delivered by electronic means (including in Portable Document Format (.PDF)), and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

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Very truly yours,
{Please insert prospective purchaser’s name on line above}
By:
	Name:
	Title:
	Address:
	Date:

Accepted and agreed as of the date set forth in the signature block to the counterparty:
BLOOM ENERGY CORPORATION
By:
	Name:
	Title:

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EXHIBIT E

PAYMENT SUBORDINATION TERMS

SECTION 1.01. Subordination of Liabilities. {                     }¹ (the “Debtor”), for itself, and its successors and assigns, covenants and agrees, and {                     }² (the “Creditor”) covenants and agrees, that the payment of the principal of, interest on, and all other amounts owing in respect of, the {                     }³ (the “Subordinated Indebtedness”) is hereby expressly subordinated, to the extent and in the manner hereinafter set forth, to the prior payment in full in cash of Senior Indebtedness (as defined in Section 1.07 of this Exhibit).

SECTION 1.02. Debtor Not to Make Payments with Respect to Subordinated Indebtedness in Certain Circumstances.

(a) Upon the maturity of any applicable Senior Indebtedness (including interest thereon, premium, if any, or fees or any other amounts owing in respect thereof), whether at stated maturity, by acceleration or otherwise, all Obligations (as defined in Section

1.07 of this Exhibit) (other than Contingent Obligations for which no demand has been made to the Issuer) owing in respect thereof shall first be paid in full in cash, before any payment (whether in cash, property, securities or otherwise) is made on account of the Subordinated Indebtedness.

(b) The Debtor may not, directly or indirectly, make any payment of any Subordinated Indebtedness or acquire any Subordinated Indebtedness for cash or property until all applicable Senior Indebtedness (other than Contingent Obligations for which no demand has been made to the Issuer) has been paid in full in cash if any default or Event of Default under such Senior Indebtedness is then in existence or would result therefrom. Each Creditor hereby agrees that, so long as any such default or Event of Default exists, it will not ask, demand, sue for, or otherwise take, accept or receive, any amounts owing in respect of the Subordinated Indebtedness.

(c) In the event that, notwithstanding the provisions of the preceding subsections (a) and (b) of this Section 1.02, the Debtor shall make a payment on account of (or any Creditor receives any payment on account of) the Subordinated Indebtedness at a time when payment is not permitted by said subsection (a) or (b), such payment shall be held by such Creditor, in trust for the benefit of, and shall be paid forthwith over and delivered, to the applicable {Agent(s)}4 for application pro rata to the payment of all such applicable Senior Indebtedness (after giving effect to the relative priorities of such Senior

¹ Reference issuer, guarantor, borrower, payor, maker or other obligor/debtor, as applicable.

² Reference note holder, lender, payee or other obligee/creditor, as applicable.

³ Reference the subordinated indebtedness

⁴ Reference administrative agent, trustee, paying agent or other agent/representative of the Senior Indebtedness, as applicable

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Indebtedness) remaining unpaid to the extent necessary to pay all such Senior Indebtedness (other than Contingent Obligations for which no demand has been made to the Issuer) in full in cash in accordance with the terms of such Senior Indebtedness, after giving effect to any concurrent payment or distribution to or for the holders of such Senior Indebtedness.

(d) Notwithstanding anything to the contrary in this Section 1.02, the Subordinated Indebtedness may be converted into Capital Stock (other than Disqualified Capital Stock) of the Debtor and cash in lieu of fractional shares may by paid by the Debtor in connection with such conversion.

SECTION 1.03. Subordination to Prior Payment of Senior Indebtedness, Dissolution, Liquidation or Reorganization of Debtor. Upon any distribution of assets of the Debtor upon dissolution, winding up, liquidation or reorganization of the Debtor in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors:

(a) the holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash of all Senior Indebtedness (including, without limitation, post-petition interest at the rate provided in the documentation with respect to the Senior Indebtedness whether or not such post-petition interest is an allowed claim against the debtor in any bankruptcy or similar proceeding) before any Creditor is entitled to receive any payment of any kind or character on account of the Subordinated Indebtedness; and

(b) in the event that, notwithstanding the foregoing provisions of this Section 1.03, any payment or distribution of assets of the Debtor of any kind or character, whether they be cash, property or securities, shall be received by the Creditor on account of Subordinated Indebtedness before all Senior Indebtedness is paid in full in cash, such payment or distribution shall be received and held in trust for and shall forthwith be paid over to the holders of the applicable Senior Indebtedness (after giving effect to the relative priorities of such Senior Indebtedness) remaining unpaid or unprovided for or their representative(s) or to the applicable {Agent(s)}, for application to the payment of such Senior Indebtedness until all such Senior Indebtedness shall have been paid in full in cash, after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.

SECTION 1.04. Subrogation. Subject to the prior payment in full in cash of all applicable Senior Indebtedness (other than Contingent Obligations for which no demand has been made to the Issuer), each Creditor shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of assets of the Debtor applicable to such Senior Indebtedness until all amounts owing on the Subordinated Indebtedness shall be paid in full, and for the purpose of such subrogation no payments or distributions to the holders of such Senior Indebtedness by or on behalf of the Debtor or by or on behalf of any Creditor by virtue of this Exhibit that otherwise would have been made to a Creditor shall, as between the Debtor, its creditors other than the holders of such Senior Indebtedness, and the Creditor, be deemed to be payment by such Debtor to or on account of such Senior Indebtedness, it being understood that the provisions of this Exhibit are and are intended solely for the purpose of

E-2

defining the relative rights of the Creditor, on the one hand, and the holders of such Senior Indebtedness, on the other hand.

SECTION 1.05. Obligation of the Debtor Unconditional. Nothing contained in this Exhibit is intended to or shall impair, as between the Debtor and the Creditor, the obligation of the Debtor, which is absolute and unconditional, to pay to the Creditor the principal of and interest on the Subordinated Indebtedness as and when the same shall become due and payable in accordance with its terms, or is intended to or shall affect the relative rights of the Creditor and other creditors of the Debtor other than the holders of the Senior Indebtedness, nor, except as specifically provided herein, shall anything herein or therein prevent the Creditor from exercising all remedies otherwise permitted by applicable law upon an event of default under the Subordinated Indebtedness, subject to the rights, if any, under this Exhibit of the holders of Senior Indebtedness in respect of cash, property, or securities of the Debtor received upon the exercise of any such remedy. Upon any distribution of assets of the Debtor, each Creditor shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the Creditor, for the purpose of ascertaining the persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Debtor, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Exhibit.

SECTION 1.06. Subordination Rights Not Impaired by Acts or Omissions of the Debtor or Creditor of Senior Indebtedness. No right of any present or future holders of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Debtor or by any act or failure to act in good faith by any such holder, or by any noncompliance by the Debtor with the terms and provisions of the Subordinated Indebtedness, regardless of any knowledge thereof that any such holder may have or be otherwise charged with.

SECTION 1.07. Senior Indebtedness. The term “Senior Indebtedness” shall mean (i) the Obligations of the Debtor under the Indenture for the 10% Senior Secured Notes due 2024 by and among Bloom Energy Corporation, a Delaware corporation, as issuer, and U.S. Bank National Association, as indenture trustee (the “Trustee”), among others, and any amendment, renewal, extension, restatement, refinancing or refunding (in whole or in part) thereof (the “Indenture”) and (ii) {reference senior unsecured Indebtedness to which the Subordinated Indebtedness is intended to be subordinated in right of payment}. As used herein, the term “Obligation” shall mean all principal, interest, premium, reimbursement obligations, penalties, fees, expenses, indemnities and other liabilities and obligations (including any guaranties of the foregoing liabilities and obligations) payable under the documentation governing any Senior Indebtedness (including interest after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the rate provided in the documentation with respect thereto, whether or not such interest is an allowed claim against the debtor in any such proceeding). Any capitalized term used but not defined herein shall have the meaning given to it in the Indenture.

SECTION 1.08. Miscellaneous. If, at any time, all or part of any payment with respect to Senior Indebtedness theretofore made by the Debtor or any other person is rescinded

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or must otherwise be returned by the holders of Senior Indebtedness for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of the Debtor or such other persons), the subordination provisions set forth herein shall continue to be effective and be reinstated, as the case may be, all as though such payment had not been made.

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EXHIBIT F

FORM OF CALCULATION REPORT

Bloom Energy Corporation

Calculation Report for

{        } Payment Date

Applicable Payment Date	{        }
Relevant Calculation Period =	{        } – {        }
Report Dist. Date =	{        }	No later than three Business Days prior to applicable Payment Date, by 11:00 a.m. New York City time

Per Section 4.13(f) of the Indenture, dated as of June 29, 2017 (as amended, the “Indenture”; capitalized terms used but not defined herein have the meanings ascribed thereto in the Indenture), among Bloom Energy Corporation (the “Issuer”), the Guarantors from time to time party thereto, and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral agent, the following is the Calculation Report for the above-referenced Payment Date:

i.	Balance of the funds on deposit in the Collection Account on first day of Relevant Calculation Period	${        }
ii.	Aggregate amount of Servicing Payments received during Relevant Calculation Period	${        }
iii.	Sum of Lines (i) and (ii) (Amount of funds on deposit in Collection Account at end of Relevant Calculation Period)	${        }
iv.	Accrued and unpaid interest due and owing as of applicable Payment Date set forth above	${        }
v.	Outstanding principal due and owing as of applicable Payment Date set forth above	${        }
vi.	Sum of Lines (iv) and (v)	${        }
vii.	Excess of Line (vi) over Line (iii), if any, to be paid by Issuer to the Trustee on the applicable Payment Date set forth above	${        }
viii.	Excess of Line (iii) over Line (vi), if any	${        }
ix.	Required Debt Service Coverage Ratio	{        }
x.	Actual Debt Service Coverage Ratio	{        }
xi.	Trustee fees and expenses due and owing as of the Payment Date set forth above pursuant to Section 7.06 of the Indenture	${        }
xii.	Amount, if any, distributable to the Issuer on applicable Payment Date set forth above	${        }

Issuer wire instructions:

{Insert}

Dated as of {                    },

BLOOM ENERGY CORPORATION

By:

Name:

Title:

F-1

EX-4

Exhibit 4.22

EXECUTION VERSION

SECURITY AGREEMENT

DATED AS OF JUNE 29, 2017

AMONG

BLOOM ENERGY CORPORATION,

as Issuer,

U.S. BANK NATIONAL ASSOCIATION,

as Trustee,

and

U.S. BANK NATIONAL ASSOCIATION,

as Collateral Agent

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.1	Terms Defined in the Indenture		1
Section 1.2	Terms Defined in UCC		2
Section 1.3	Definitions of Certain Terms Used Herein		2
Section 1.4	Construction; Certain Defined Terms		5
ARTICLE II GRANT OF SECURITY INTEREST			6
ARTICLE III REPRESENTATIONS AND WARRANTIES			6
Section 3.1	Validity and Priority of Security Interest		7
Section 3.2	Location of Issuer and Collateral		7
Section 3.3	Names		7
Section 3.4	Accounts and Chattel Paper		7
Section 3.5	Documents, Instruments, and Chattel Paper		7
Section 3.6	No Financing Statements, Security Agreements		8
Section 3.7	Collection Account		8
ARTICLE IV COVENANTS			8
Section 4.1	General		8
Section 4.2	Collection Account		9
Section 4.3	Securities Account Investment Property		9
Section 4.4	Certificated Securities		9
Section 4.5	Uncertificated Securities		9
Section 4.6	Electronic Chattel Paper		9
Section 4.7	Receivables		10
Section 4.8	Further Assurances		10
ARTICLE V REMEDIES			11
Section 5.1	Remedies		11
Section 5.2	Application of Proceeds		13
Section 5.3	Retention of Rights		14
ARTICLE VI CONCERNING THE COLLATERAL AGENT			14
Section 6.1	Reliance by Collateral Agent; Indemnity Against Liabilities, etc		14
Section 6.2	Exercise of Remedies		15
Section 6.3	Authorized Investments		15
Section 6.4	Bankruptcy Proceedings		15
ARTICLE VII COLLATERAL AGENT AND TRUSTEE RIGHTS, DUTIES AND LIABILITIES; ATTORNEY IN FACT; PROXY			16
Section 7.1	The Collateral Agent’s and the Trustee’s Rights, Duties, and Liabilities		16
Section 7.2	Right to Cure		16
Section 7.3	Confidentiality		17
Section 7.4	Power of Attorney		18

i

Section 7.5	NATURE OF APPOINTMENT; LIMITATION OF DUTY	18
Section 7.6	Additional Matters Relating to the Collateral Agent	18
Section 7.7	Appointment of Co-Collateral Agent	21
Section 7.8	Collection Account	21
ARTICLE VIII GENERAL PROVISIONS		22
Section 8.1	Notice	22
Section 8.2	Waiver of Notices	23
Section 8.3	Limitation on Collateral Agent’s and Secured Party’s Duty with Respect to the Collateral	23
Section 8.4	Compromises and Collection of Collateral	24
Section 8.5	Specific Performance of Certain Covenants	24
Section 8.6	Cumulative Remedies; No Prior Recourse to Collateral	24
Section 8.7	Limitation by Law; Severability of Provisions	24
Section 8.8	Reinstatement	25
Section 8.9	Binding Effect	25
Section 8.10	Survival of Representations	25
Section 8.11	Captions	25
Section 8.12	Termination and Release	25
Section 8.13	Entire Agreement	26
Section 8.14	Governing Law; Jurisdiction; Consent to Service of Process	26
Section 8.15	Waiver of Jury Trial	26
Section 8.16	Indemnity	26
Section 8.17	Limitation of Liability	27
Section 8.18	Counterparts	27
Section 8.19	Amendments	28
Section 8.20	Incorporation by Reference	28
Section 8.21	English Language	28

SCHEDULE 3.2	Location of Issuer and Collateral
SCHEDULE 3.3	Names

ii

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of June 29, 2017, by and among BLOOM ENERGY CORPORATION, a Delaware corporation (the “Issuer”); U.S. BANK NATIONAL ASSOCIATION, in its capacity as trustee (and its successors under the Indenture (as defined below), in such capacity, the “Trustee”); and U.S. BANK NATIONAL ASSOCIATION, in its capacity as collateral agent for the Secured Parties (as defined below) (and its successors under the Indenture, in such capacity, the “Collateral Agent”).

PRELIMINARY STATEMENT

WHEREAS, pursuant to the terms, conditions and provisions of (a) the Indenture dated as of the date hereof (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among the Issuer, the Guarantor (as defined therein), the Trustee and the Collateral Agent; and (b) the Note Purchase Agreement dated the date hereof (the “Note Purchase Agreement”), among the Issuer, the Guarantor (as defined therein) and each Investor (as defined therein) party thereto (collectively, the “Investors”), the Issuer is issuing the Securities, which will be guaranteed on a senior unsecured basis by the Guarantor (as defined in the Indenture);

WHEREAS, the initial aggregate principal amount of the Securities will be $100,000,000;

WHEREAS, additional Securities in an aggregate principal amount not to exceed $50,000,000 may be issued pursuant to the terms of the Indenture;

WHEREAS, the Issuer is executing and delivering this Agreement pursuant to the terms of the Indenture to induce the Trustee to enter into the Indenture and, pursuant to the terms of the Note Purchase Agreement, to induce the Investors to purchase the Securities; and

WHEREAS, the Issuer has duly authorized the execution, delivery and performance by it of this Agreement.

NOW, THEREFORE, for and in consideration of the premises, and of the mutual covenants herein contained, and in order to induce the Trustee and the Collateral Agent to enter into the Indenture and the Investors to purchase the Securities, the Issuer, the Trustee and the Collateral Agent, on behalf of itself and each Secured Party (and each of their respective successors or assigns), hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Terms Defined in the Indenture. All capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Indenture.

1

Section 1.2    Terms Defined in UCC. Terms defined in the UCC that are not otherwise defined in this Agreement are used herein as defined in the UCC.

Section 1.3    Definitions of Certain Terms Used Herein. As used in this Agreement, in addition to the terms defined in the preamble and Preliminary Statement above, the following terms have the following meanings:

“Account” means, with respect to a Person, any of such Person’s now owned and hereafter acquired or arising “accounts”, as defined in the UCC, including any rights to payment for the sale or lease of goods or rendition of services, whether or not they have been earned by performance, and “Accounts” means, with respect to any such Person, all of the foregoing.

“Account Debtor” means each Person obligated on an Account, Chattel Paper or General Intangible.

“Bankruptcy Proceeding” means, with respect to any Person, a general assignment by such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law or regulation relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

“Chattel Paper” means any “chattel paper”, as such term is defined in the UCC, now owned or hereafter acquired by any Person and, in any event, shall include, all Electronic Chattel Paper and Tangible Chattel Paper.

“Co-Collateral Agent” means a financial institution appointed by the Collateral Agent in accordance with Sections 7.6(a) and 7.7 hereto to act as co-collateral agent for the Secured Parties.

“Collateral” has the meaning specified in Article II.

“Collateral Agent’s Liens” means the Liens in the Collateral granted to the Collateral Agent (or any Co-Collateral Agent), for the benefit of the Secured Parties, pursuant to this Agreement and the other Indenture Documents.

“Collection Account” means the account held at U.S. Bank National Association in the name of the Trustee or other Paying Agent, as applicable, or in the name of the Issuer, in each case for the benefit of the Secured Parties with account number 241925001, and any permitted account in replacement thereof with a successor trustee or successor paying agent, as applicable.

“Control” has the meaning assigned to such term in Article 8 of the UCC or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“Direct Agreements” means the following agreements (including any and all amendments thereto and any and all replacements thereof): (a) each Direct Agreement, dated as

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of March 20, 2013, among the Issuer, Diamond State Generation Partners, LLC and Deutsche Bank Trust Company Americas; (b) Consent and Agreement, dated as of July 19, 2013, among the Issuer, 2013B ESA Project Company, LLC and Silicon Valley Bank; (c) Consent and Agreement, dated as of July 18, 2014, among the Issuer, 2014 ESA Project Company, LLC and Deutsche Bank Trust Company Americas; and (d) Consent and Agreement, dated as of June 25, 2015, among the Issuer, 2015 ESA Project Company, LLC, and Wilmington Trust, National Association.

“Effective Date” means the date of this Agreement.

“Electronic Chattel Paper” means any “electronic chattel paper”, as such term is defined in the UCC, now owned or hereafter acquired by any Person.

“Filing Office” means Delaware and, if applicable, any other appropriate office of the state where the Issuer is “located” (as such term is used in Article 9-307 of the UCC).

“Financial Assets” means any “financial asset”, as such term is defined in the UCC, now owned or hereafter acquired by any Person.

“Indenture Documents” means (a) the Indenture and the Securities, (b) each Security Document, including this Agreement and (c) any other related documents or instruments executed and delivered by the Issuer or any Guarantor pursuant to the Indenture or any other Indenture Document, in each case, as such agreements may be amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time.

“Instrument” means any “instrument”, as such term is defined in the UCC, now owned or hereafter acquired by any Person.

“Majority Holders” means, at any time, the Holders of at least a majority of the aggregate principal amount of the Securities then outstanding.

“Obligations” means all obligations of every nature of the Issuer under the Indenture Documents from time to time owed to the Trustee, any Holder, the Collateral Agent and any other Secured Party, whether for principal, interest (including interest which, but for the filing of a petition in any Bankruptcy Proceeding with respect to the Issuer, would have accrued on any Obligation, whether or not a claim is allowed or allowable against the Issuer for such interest in such proceeding), premium, fees, expenses, indemnification, performance or otherwise.

“Payment Intangible” means any “payment intangible”, as such term is defined in the UCC, now owned or hereafter acquired by any Person.

“Permitted Liens” means (a) Liens for taxes, assessments or other governmental charges or levies not overdue for a period of more than 10 days or not subject to penalties for nonpayment or that are being contested in good faith by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP; (b) Liens securing the Securities, including Liens arising under or relating to the Security Documents; (c) the Lien securing the Issuer’s compensation and indemnity obligations to the

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Trustee under the Indenture; (d) Liens arising by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts (as defined in Article 9 of the UCC) or other funds maintained with a depository or financial institution; and (e) Liens that are contractual rights of set-off relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business.

“Proceeds” means any “proceeds”, as such term is defined in the UCC, now owned or hereafter acquired by any Person.

“Receivables” means, with respect to the Servicing Agreements and Servicing Payments (as applicable), all (i) Accounts, (ii) Chattel Paper, (iii) Payment Intangibles, (iv) Instruments, (v) General Intangibles, and (vi) to the extent not otherwise included in the foregoing, all other rights to payment, whether or not earned by performance or for services rendered or to be rendered, regardless of how classified under the UCC, in each case with respect to the foregoing clauses (i) through (vi), to the extent representing or evidencing Servicing Payments or the contractual right to receive Servicing Payments.

“Related Person” means, with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents and attorneys-in-fact of such Person and its Affiliates.

“Requirement of Law” means, as to any Person, any law (statutory or common), treaty, rule, or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

“Secured Parties” means (a) the Collateral Agent (including any Co-Collateral Agents), (b) each Holder, (c) the Trustee and (d) the successors and permitted assigns of each of the foregoing.

“Securities Account Investment Property” means, with respect to a Person, all of such Person’s right, title, and interest in and to any and all “investment property”, as defined in the UCC, including, all (a) securities, whether certificated or uncertificated, (b) security entitlements and (c) securities accounts; together with all other units, rights, or other equivalent evidences of ownership (howsoever designated) issued by any Person.

“Servicing Agreements” means the following agreements (including any and all amendments thereto and any and all replacements thereof): (a) Master Operation and Maintenance Agreement dated as of April 13, 2012, between the Issuer and Diamond State Generation Partners, LLC; (b) Amended & Restated Master Operation and Maintenance Agreement dated as of December 21, 2012, between the Issuer and 2012 ESA Project Company, LLC (f/k/a 2012 V PPA Project Company, LLC); (c) Amended and Restated Master Energy Server Purchase and Services Agreement dated as of September 25, 2013, between the Issuer and 2013B ESA Project Company, LLC; (d) Amended and Restated Purchase, Use and Maintenance Agreement dated as of July 18, 2014, between the Issuer and 2014 ESA Project Company, LLC; (e) Amended and Restated Purchase, Use and Maintenance Agreement dated as of June 25,

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2015, between the Issuer and 2015 ESA Project Company, LLC; (f) First Amended and Restated Purchase, Use and Maintenance Agreement dated as of October 24, 2016, and amended and restated as of June 26, 2017, between the Issuer and 2016 ESA Project Company, LLC; (g) Administrative Services Agreement dated as of April 13, 2012, among the Issuer, Diamond State Generation Partners, LLC and Diamond State Generation Holdings, LLC; (h) Administrative Services Agreement dated as of December 21, 2012, among the Issuer, 2012 ESA Project Company, LLC (f/k/a 2012 V PPA Project Company, LLC) and 2012 V PPA Holdco, LLC; (i) Amended and Restated Administrative Services Agreement dated as of September 25, 2013, among the Issuer, 2013B ESA Project Company, LLC and 2013B ESA Holdco, LLC; (j) Administrative Services Agreement dated as of July 18, 2014, among the Issuer, 2014 ESA Project Company, LLC and 2014 ESA Holdco, LLC; (k) Administrative Services Agreement dated as of June 25, 2015 between the Issuer and 2015 ESA Holdco, LLC; and (l) Administrative Services Agreement dated as of June 25, 2015 between the Issuer and 2015 ESA Project Company, LLC.

“Servicing Payments” means any and all cash flows payable as servicing or operations and maintenance (or similar) fees and administrative service (or similar) fees under the Servicing Agreements on or after July 1, 2017.

“Tangible Chattel Paper” means any “tangible chattel paper”, as such term is defined in the UCC, now owned or hereafter acquired by any Person.

“UCC” means the Uniform Commercial Code (or any successor statute), as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the issue or perfection of security interests.

Section 1.4    Construction; Certain Defined Terms. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, but shall not be deemed to include the Subsidiaries of such person unless express reference is made to such Subsidiaries, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Schedules and Exhibits shall be construed to refer to Articles, Sections, Schedules and Exhibits of this Agreement, (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive. The Issuer and the Collateral Agent and the Trustee, on behalf of the Secured Parties, hereby acknowledge and agree that the representations

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and warranties set forth in Article III and the covenants contained in Article IV of this Agreement shall apply only to assets and property of the Issuer that constitute Collateral.

ARTICLE II

GRANT OF SECURITY INTEREST

As security for the Obligations, the Issuer hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a continuing security interest in and lien on, the Issuer’s right, title and interest in and to all of the following property and assets of the Issuer, whether now owned or existing or hereafter acquired or arising, regardless of where located:

(a)    the Collection Account;

(b)    any and all money, cash, checks, funds, Financial Assets, Securities Account Investment Property or other property or assets on deposit in or credited to the Collection Account;

(c)    the Servicing Payments;

(d)    any and all of the contractual rights of the Issuer under each Servicing Agreement to receive the Servicing Payments thereunder, including any and all Receivables, except to the extent that the grant of the security interest hereunder in such contractual rights requires a consent that has not been obtained under such Servicing Agreement (or related Direct Agreement), or would result in a breach or default under, or a termination of (or a right to terminate) such Servicing Agreement (or a breach or default under the related Direct Agreement); provided, however, that the foregoing exception shall not apply to the extent the relevant term that requires such consent or would result in such breach, default or termination (or right to terminate) is rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law; and

(e)    all Proceeds of the foregoing.

All of the foregoing are herein collectively referred to as the “Collateral”; provided in the case of each of clauses (c) and (d), solely to the extent that such Servicing Payments or contractual rights, as applicable, relate to Diamond State Generation Partners, LLC, Diamond State Generation Holdings, LLC, 2012 ESA Project Company, LLC, 2012 V PPA Holdco, LLC, 2013B ESA Project Company, LLC, 2013B ESA Holdco, LLC, 2014 ESA Project Company LLC, 2014 ESA Holdco, LLC, 2015 ESA Project Company, LLC, 2015 ESA Holdco, LLC, or 2016 ESA Project Company, LLC (or any successor to any of the foregoing, including any lender thereof (or agent or designee thereof)); provided, further, that any of the funds released by the Trustee or other Paying Agent, as applicable, from the Collection Account in accordance with Section 4.13 of the Indenture shall be excluded from the Collateral.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Issuer represents and warrants to the Collateral Agent, for the benefit of the Secured Parties, that as of the Effective Date:

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Section 3.1    Validity and Priority of Security Interest. This Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral and the proceeds thereof and when (a) financing statements in appropriate form are filed in the Filing Offices, the Lien created under this Agreement and the applicable Security Documents will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Issuer in such Collateral in which a security interest can be perfected by filing a financing statement (subject to Permitted Liens), in each case prior and superior in right to any other Person with respect to such perfection, and (b) when the Indenture has been executed and delivered by the parties thereto, the Lien created under this Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Issuer in such Collateral in which a security interest can be perfected by Control (subject to Permitted Liens), in each case prior and superior in right to any other Person with respect to such perfection.

Section 3.2    Location of Issuer and Collateral. Schedule 3.2 correctly and completely identifies the Issuer’s jurisdiction of incorporation, where the Issuer is “located” (as such term is used in Article 9-307 of the UCC), the Issuer’s chief executive office, the location of its books and records, and the locations of the Collateral.

Section 3.3    Names.

(a)    The name in which the Issuer has executed this Agreement is the exact name as it appears in the Issuer’s organizational documents, as filed with the Issuer’s jurisdiction of incorporation. Since January 1, 2012, the Issuer has not been known by or used any other corporate or fictitious name, or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person.

(b)    All trade names, business names or corporate names under which the Issuer creates Accounts that constitute Collateral, or to which Instruments in payment of such Accounts are made payable, are listed on Schedule 3.3.

Section 3.4    Accounts and Chattel Paper. The names of the obligors, amounts owing, due dates and other information with respect to the Issuer’s Accounts and Chattel Paper that are Collateral are correctly stated, in all material respects, at the time furnished, in all records of the Issuer relating thereto.

Section 3.5    Documents, Instruments, and Chattel Paper. All documents, Instruments, and Chattel Paper of the Issuer evidencing or constituting Collateral, and all signatures and endorsements thereon, are and will be complete, valid, and genuine in all material respects are and will be owned by the Issuer free and clear of all Liens (subject to Permitted Liens). If the Issuer retains possession of any Chattel Paper or other Instruments, at the Collateral Agent’s request upon the occurrence and during the continuance of an Event of Default, such Chattel Paper or instruments shall be marked with the following legend: “This writing and the obligations evidenced or served hereby are subject to the security interest of U.S. Bank National Association, as Collateral Agent, for the benefit of Collateral Agent and certain Secured Parties.”

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Section 3.6    No Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral that has not lapsed or been terminated naming the Issuer as debtor has been filed or is of record in any jurisdiction except for (a) financing statements or security agreements naming the Collateral Agent on behalf of the Secured Parties as the secured party, (b) financing statements in connection with Permitted Liens, (c) those that are no longer effective, (d) the financing statement filed with the Delaware Secretary of State on December 15, 2015, naming U.S. Bank National Association as Collateral Agent (UCC initial filing number 2015 6037427), and the related Security Agreement, dated as of December 15, 2015 (as amended by the First Amendment to Security Agreement, dated on or about the date hereof), among the Issuer, the guarantors from time to time party thereto and U.S. Bank National Association, as collateral agent, and (e) the financing statement amendment to be filed on or about the date hereof restating the description of collateral contained in the financing statement described in clause (d) of this Section 3.6.

Section 3.7    Collection Account. The Issuer has provided irrevocable instructions to each Account Debtor under the Servicing Agreements to pay any and all Servicing Payments into the Collection Account.

ARTICLE IV

COVENANTS

From the date hereof, and thereafter until this Agreement is terminated, the Issuer agrees that:

Section 4.1    General.

(a)    Collateral Records. The Issuer shall maintain at all times reasonably detailed, accurate (in all material respects) and updated books and records pertaining to the Collateral and promptly furnish to the Collateral Agent such information relating to the Collateral as the Collateral Agent shall from time to time reasonably request.

(b)    Authorization to File Financing Statements; Ratification. The Collateral Agent may, and the Issuer hereby authorizes the Collateral Agent to, at any time and from time to time, file financing statements, continuation statements, and amendments thereto that describe the Collateral as described herein and which contain any other information required pursuant to Article 9 of the UCC for the sufficiency of filing office acceptance of any such financing statement, continuation statement, or amendment, and the Issuer agrees to furnish any such information to the Collateral Agent promptly upon request. The Collateral Agent shall inform the Issuer of any such filing either prior to, or reasonably promptly after, such filing and will provide a copy of such filing to Issuer promptly following such filing, though the Collateral Agent shall incur no liability for failing to so notify the Issuer or provide such copy. The Issuer acknowledges that it is not authorized to file any financing statement covering the Collateral or amendment or termination statement with respect to any financing statement covering the Collateral without the prior written consent of the Collateral Agent and agrees that it will not do so without such consent, subject to the Issuer’s rights under Section 9-509(d)(2) of Article 9 of the UCC.

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(c)    Change of Name, Etc. The Issuer agrees to furnish to the Collateral Agent prompt written notice of any change in: (A) the Issuer’s name; (B) the Issuer’s state or other place of organization or form of organization, in each case at least thirty (30) days prior thereto; or (C) the Issuer’s Federal Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation. The Issuer agrees not to effect or permit any change referred to in the preceding sentence unless all filings are promptly made under the UCC that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected, security interest in the Collateral for its benefit and the benefit of the other Secured Parties to the extent such security interest may be perfected by the filing of a financing statement under the UCC.

Section 4.2    Collection Account. The Issuer shall maintain the Collection Account at U.S. Bank National Association (or any successor by merger or consolidation or any successor to the corporate trust business thereof), and such Collection Account shall remain in the name of the Trustee or Paying Agent, as applicable, or a successor trustee or successor paying agent, as applicable or in the name of the Issuer, in each case for the benefit of the Secured Parties.

Section 4.3    Securities Account Investment Property. The Issuer shall, at any time and from time to time take such steps as are necessary or as the Collateral Agent may reasonably request (i) for the Collateral Agent to obtain Control of any Securities Account Investment Property, deposit accounts, securities accounts, letter-of-credit rights, or Electronic Chattel Paper constituting Collateral with any agreements establishing Control to be in form reasonably satisfactory to the Collateral Agent and (ii) to otherwise ensure the continued perfection and priority (subject to Permitted Liens) of the Collateral Agent’s security interest in any of the Collateral (to the extent required hereunder) and of the preservation of its rights therein.

Section 4.4    Certificated Securities. If the Issuer shall at any time hold or acquire any certificated securities constituting Collateral, the Issuer shall (i) if the Collection Account is a securities account and such certificated securities are of a type that may be held in such account, promptly deliver such securities into the Collection Account or (ii) otherwise promptly deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank, all in form reasonably satisfactory to transfer such securities to the Collateral Agent.

Section 4.5    Uncertificated Securities. If any securities now or hereafter acquired by the Issuer constituting Collateral are uncertificated and are issued to the Issuer or its nominee directly by the issuer thereof, the Issuer shall promptly notify the Collateral Agent thereof and, pursuant to an agreement in favor of the Collateral Agent sufficient to either (i) cause a Security Entitlement with respect to such uncertificated security to be held in the Collection Account (if the Collection Account is a securities account), (ii) arrange for the Collateral Agent to become the registered owner of such securities or (iii) cause the issuer of such uncertificated securities to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of the Issuer or such nominee.

Section 4.6    Electronic Chattel Paper. If the Issuer at any time holds or acquires an interest in any Collateral comprised of Electronic Chattel Paper or any “transferable record”, as that term is defined in Section 201 of the Federal Electronic Signatures in Global and National

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Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, the Issuer shall promptly notify the Collateral Agent thereof and shall take such action as is necessary to vest in the Collateral Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the extent the meaning of “control” has not been clearly established under such provisions, “control” in this Section 4.6 to have such meaning as the Collateral Agent shall reasonably specify in writing after consultation with the Issuer) under Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Collateral Agent agrees with the Issuer that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of Control or control, as applicable, which may be established to the satisfaction of the Collateral Agent pursuant to the delivery to it by the Issuer of an Officers’ Certificate or an Opinion of Counsel, for the Issuer to make alterations to the Electronic Chattel Paper or transferable record permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or control, as applicable, unless an Event of Default has occurred and is continuing or would occur after taking into account any action by the Issuer with respect to such Electronic Chattel Paper or transferable record.

Section 4.7    Receivables. The Issuer shall keep and maintain at its own cost and expense complete records of each Receivable, including records of all payments received, all credits granted thereon and all other documentation relating thereto. The Issuer shall, at the Issuer’s sole cost and expense, upon the Collateral Agent’s demand made at any time after the occurrence and during the continuance of any Event of Default, deliver copies of all tangible evidence of Receivables, including copies of all documents evidencing Receivables and any books and records relating thereto to the Collateral Agent or to its representatives. The Issuer shall legend, at the request of the Collateral Agent made at any time after the occurrence and during the continuance of an Event of Default, and in form and manner satisfactory to the Collateral Agent, the Receivables and the other books, records and documents of the Issuer evidencing or pertaining to the Receivables with an appropriate reference to the fact that the Receivables have been pledged to the Collateral Agent for the ratable benefit of the Secured Parties and that the Collateral Agent has a security interest therein.

Section 4.8    Further Assurances.

(a)    Perfection and Protection. The Issuer shall, at its expense, perform all steps as may be required or as reasonably requested by the Collateral Agent (at the direction of the Majority Holders) at any time to perfect, maintain, protect, and enforce the Collateral Agent’s Liens, including (i) delivering to the Collateral Agent the originals of all Instruments, documents, Chattel Paper and all other Collateral of which the Collateral Agent is required to have or reasonably requests to have physical possession of in order to perfect and protect the Collateral Agent’s security interest therein, duly pledged, endorsed, or assigned to the Collateral Agent as provided herein, and (ii) execute and deliver, or cause to be executed and delivered, to the Collateral Agent and/or the Trustee such documents and agreements as the Collateral Agent and/or the Trustee may, from time to time, reasonably request to carry out the terms and

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conditions of this Agreement and the other Indenture Documents. To the extent permitted by any Requirement of Law, the Collateral Agent may file, without the Issuer’s signature, one or more financing statements disclosing the Collateral Agent’s Liens.

(b)    Replacement Servicing Agreements. Upon the entry into any Servicing Agreement by the Issuer that puts in place a new Servicing Agreement to provide for servicing or operations and maintenance services (or similar) by the Issuer or administrative services (or similar) by the Issuer, between the Issuer on the one hand and any PPA Company or 2016 ESA Project Company, LLC, on the other hand, in each case in replacement of any existing Servicing Agreement (such new agreement, the “Replacement Servicing Agreement”), the Issuer shall execute and deliver such security instruments, financing statements and certificates as shall be reasonably necessary to vest in the Collateral Agent a perfected security interest or other Lien in such Replacement Servicing Agreement (subject to Permitted Liens) and to have such Replacement Servicing Agreement added to the Collateral, and thereupon all provisions of this Agreement relating to the Collateral, shall be deemed to relate to such Replacement Servicing Agreement to the same extent and with the same force and effect. Such security interests and Liens will be created under security agreements and other instruments and documents in form reasonably satisfactory to the Collateral Agent, and the Issuer shall deliver or cause to be delivered to the Collateral Agent and the Trustee all such instruments and documents as are necessary or that the Collateral Agent shall reasonably request to evidence compliance with this Section 4.8(b).

ARTICLE V

REMEDIES

Section 5.1    Remedies.

(a)    If an Event of Default has occurred and is continuing:

(i)    the Collateral Agent shall have, for the benefit of the Secured Parties, in addition to all other rights of the Collateral Agent and the Trustee, the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law when a debtor is in default under a security agreement;

(ii)    the Collateral Agent may, at any time, take possession of the Collateral and keep it on the Issuer’s premises, at no cost to the Collateral Agent, the Trustee or any other Secured Party or remove any part of it to such other place or places as the Collateral Agent may desire, or the Issuer shall, upon the Collateral Agent’s demand, at the Issuer’s cost, assemble the Collateral and make it available to the Collateral Agent at a place reasonably convenient to the Collateral Agent;

(iii)    the Collateral Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit, or otherwise, at such prices and upon such terms as the Collateral Agent deems advisable, in its sole discretion, and may, if the Collateral Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale

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without giving a new notice of sale; provided that in connection with any such sale of Collateral, the Collateral Agent shall use its reasonable commercial efforts to maintain the confidentiality of any proprietary information of the Issuer (consistent with the confidentiality obligations of the Holders as required by the Indenture Documents);

(iv)    the Collateral Agent may give any instruction to the Trustee or Paying Agent, as applicable, with respect to the Collection Account, including notice of sole control or may exercise the rights and remedies provided therein and take any action as provided therein with respect to the Collection Account; and

(v)    the Collateral Agent may, concurrently with or following written notice to the Issuer, transfer and register in its name or in the name of its nominee the whole or any part of the Securities Account Investment Property constituting Collateral, exchange certificates or instruments representing or evidencing Securities Account Investment Property constituting Collateral for certificates or instruments of smaller or larger denominations, exercise all rights as a holder with respect thereto, collect and receive all cash dividends, interest, principal and other distributions made thereon and otherwise act with respect to the Securities Account Investment Property constituting Collateral as though the Collateral Agent was the outright owner thereof.

(b)    Without in any way requiring notice to be given in the following manner, the Issuer agrees that any notice by the Collateral Agent of any sale, disposition, or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Issuer if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) Business Days prior to such action to the Issuer’s address specified in or pursuant to Section 8.1 unless a longer period is required by Requirement of Law.

(c)    If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Collateral Agent receives payment, and if the buyer defaults in payment, credit shall be limited to amounts actually received and retained by the Collateral Agent in connection with such sale; in such event, the Collateral Agent shall use commercially reasonable efforts to retake possession of any Collateral sold to the defaulting buyer for which payment was not made.

(d)    In the event the Collateral Agent seeks to take possession of all or any portion of the Collateral by judicial process, the Issuer irrevocably waives to the extent permitted by applicable law: (i) the posting of any bond, surety, or security with respect thereto which might otherwise be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Collateral Agent retain possession and not dispose of any Collateral until after trial or final judgment.

(e)    If an Event of Default occurs and is continuing, the Issuer hereby waives, to the extent permitted by applicable law, all rights to a hearing prior to the exercise by the Collateral Agent of the Collateral Agent’s rights to repossess the Collateral without judicial process or to replevy, attach, or levy upon the Collateral.

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(f)    The Issuer acknowledges and agrees that the Collateral Agent has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person.

(g)    The Issuer acknowledges and agrees that the compliance by the Collateral Agent, on behalf of the Secured Parties, with any applicable state or federal law requirements may be required in connection with a disposition of the Collateral and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(h)    The Collateral Agent shall have the right upon any public sale or sales and, to the extent permitted by law, upon any private sale or sales, to purchase for the benefit of the Collateral Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Issuer hereby expressly releases.

(i)    Until the Collateral Agent is able to effect a sale, transfer or other disposition of Collateral, the Collateral Agent shall have the right, but no duty or obligation, to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or the value of the Collateral, or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, but shall have no obligation to, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.

(j)    Any remedy or enforcement action to be taken hereunder by the Collateral Agent with respect to the Collateral shall be at the written direction of the Trustee (acting pursuant to the direction of the Majority Holders pursuant to the Indenture).

Section 5.2    Application of Proceeds. The Collateral Agent shall apply the proceeds of any foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows:

FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of the Issuer, any other reasonable and documented costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document;

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SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture.

Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Section 5.3    Retention of Rights. So long as the Collateral Agent has not exercised remedies under this Agreement with respect to any Collateral upon the occurrence and during the continuation of an Event of Default, the Issuer reserves all rights with respect to Collateral of the sort described in clause (d) of Article II (except as limited by the Indenture Documents), including all rights to use, apply, modify, dispose of or otherwise deal with such Collateral (except as limited by the Indenture Documents).

ARTICLE VI

CONCERNING THE COLLATERAL AGENT

Section 6.1    Reliance by Collateral Agent; Indemnity Against Liabilities, etc.

(a)    Whenever in the performance of its duties under this Agreement or any other Indenture Document, the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to the Issuer or any other Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by an Officer of such Person, including an Officers’ Certificate or an Opinion of Counsel, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. The Collateral Agent may at any time solicit written confirmatory instructions, including a direction of the Trustee, the Issuer or an order of a court of competent jurisdiction as to any action that it may be requested or required to take or that it may propose to take in the performance of any of its obligations under this Agreement or any other Indenture Document and shall be fully justified in failing or refusing to act hereunder or under any Indenture Document until it shall have received such requisite instruction.

(b)    The Collateral Agent shall be fully protected in relying upon any note, writing, affidavit, electronic communication, fax, resolution, statement, certificate, instrument, opinion, report, notice (including any notice of an Event of Default or of the cure or waiver thereof), request, consent, order or other paper or document or oral conversation (including, telephone conversations) which it in good faith believes to be genuine and correct and to have been signed, presented or made by the proper party. The Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notice, certificate or opinion furnished to the Collateral Agent in connection with this Agreement or any other Indenture Document and upon advice and statements of legal counsel (including

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counsel to the Issuer or the Issuer, independent accountants and other agents consulted by the Collateral Agent).

Section 6.2    Exercise of Remedies. The remedies of the Collateral Agent hereunder and under the other Security Documents shall include, but not be limited to, the disposition of the Collateral by foreclosure or other sale and the exercising of all remedies of a secured lender under the UCC, bankruptcy laws or similar laws of any applicable jurisdiction.

Section 6.3    Authorized Investments.

(a)    So long as no Event of Default has occurred and is continuing, any and all funds held by the Collateral Agent in its capacity as Collateral Agent, whether pursuant to any provision hereof or of any other Security Document or otherwise, shall, to the extent reasonably practicable following receipt by the Collateral Agent from the Issuer of specific written instructions in form and substance reasonably satisfactory to the Collateral Agent delivered to the Collateral Agent at least three (3) Business Days prior to the proposed investment, be invested by the Collateral Agent within a reasonable time in the Cash Equivalents identified in such written instructions. In the absence of written instructions or so long as any Event of Default has occurred and is continuing, such funds may be invested in the U.S. Bank National Association Money Market Deposit Account to the extent such investment is available to the Collateral Agent; provided that the foregoing provisions of this Section 6.3(a) shall not apply to the extent funds are invested pursuant to Section 4.13 of the Indenture.

(b)    The Collateral Agent shall not be responsible for any investment losses in respect of any funds invested in accordance with this Section 6.3. The Collateral Agent shall have no duty or obligation regarding the reinvestment of any such funds in the absence of updated written instructions from the Issuer in form and substance reasonably satisfactory to the Collateral Agent.

Section 6.4    Bankruptcy Proceedings. The following provisions shall apply during any Bankruptcy Proceeding of the Issuer:

(a)    The Collateral Agent shall represent all Secured Parties in connection with all matters directly relating to the Collateral, including, any use or sale of Collateral, use of cash collateral, request for relief from the automatic stay and request for adequate protection.

(b)    Each Secured Party shall be free to act independently on any issue not affecting the Collateral. Each Secured Party shall give prior notice to the Collateral Agent of any such action that could materially affect the rights or interests of the Collateral Agent or the other Secured Parties to the extent that such notice is reasonably practicable. If such prior notice is not given, such Secured Party shall give prompt notice following any action taken hereunder.

(c)    Any proceeds of the Collateral received by any Secured Party as a result of, or during, any Bankruptcy Proceeding will be delivered promptly to the Collateral Agent for distribution in accordance with Section 5.2.

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ARTICLE VII

COLLATERAL AGENT AND TRUSTEE RIGHTS, DUTIES AND

LIABILITIES; ATTORNEY IN FACT; PROXY

Section 7.1    The Collateral Agent’s and the Trustee’s Rights, Duties, and Liabilities.

(a)    The Issuer assumes all responsibility and liability arising from or relating to the use, sale, collection, foreclosure, realization on, conveyance or other disposition of or involving the Collateral. The Obligations shall not be affected by any failure of the Issuer, the Collateral Agent or the Trustee to take any steps to perfect the Collateral Agent’s Liens or to collect or realize upon the Collateral, nor shall loss of or damage to the Collateral release the Issuer from any of the Obligations. Following the occurrence and during the continuation of an Event of Default, the Collateral Agent may (but shall not be required to), and at the direction of the Trustee (acting in accordance with the instructions of the Majority Holders pursuant to the Indenture) shall, subject to the terms of the Indenture, without notice to or consent from the Issuer sue upon or otherwise collect, extend the time for payment of, modify or amend the terms of, compromise or settle for cash, credit, or otherwise upon any terms, grant other indulgences, extensions, renewals, compositions, or releases, and take or omit to take any other action with respect to the Collateral, any security therefor, any agreement relating thereto, or any Person liable directly or indirectly in connection with any of the foregoing, without discharging or otherwise affecting the liability of the Issuer for the Obligations or under the Indenture, any other Indenture Document or any other agreement now or hereafter existing between any Secured Party and the Issuer.

(b)    It is expressly agreed by the Issuer that nothing in this Agreement shall release the Issuer from its obligations and liabilities under each of its contracts and each of its licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder. The Collateral Agent and the Trustee shall not have any obligation or liability under any contract or license by reason of or arising out of this Agreement or the granting herein of a Lien thereon or the receipt by the Collateral Agent or the Trustee of any payment relating to any contract or license pursuant hereto that is applied as required herein. The Collateral Agent and the Trustee shall not be required or obligated in any manner to perform or fulfill any of the obligations of the Issuer under or pursuant to any contract or license, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any contract or license, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Section 7.2    Right to Cure. The Collateral Agent may (but shall not be required to), in its reasonable discretion, pay any reasonable amount or do any reasonable act required of the Issuer hereunder or under any other Indenture Document in order to preserve, protect, maintain, or enforce the Obligations, the Collateral or the Collateral Agent’s Liens therein, and which the Issuer fails to timely pay or do, including payment of any judgment against the Issuer, any insurance premium, any warehouse charge, any finishing or processing charge, any landlord’s or bailee’s claim, and any other Lien upon or with respect to the Collateral. All payments that the Collateral Agent makes under this Section 7.2 and all reasonable and documented out-of-pocket costs and expenses that the Collateral Agent pays or incurs in connection with any action taken

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by it hereunder shall be promptly reimbursed by the Issuer. Any payment made or other action taken by the Collateral Agent under this Section 7.2 shall be without prejudice to any right to assert an Event of Default hereunder and to proceed thereafter as herein provided.

Section 7.3    Confidentiality.

(a)    The Collateral Agent, in its individual capacity and as Collateral Agent, and the Trustee, in its individual capacity and as Trustee, agree and acknowledge that all information provided to the Collateral Agent or the Trustee by the Issuer or any Subsidiary (or any holder or indirect equityholder of the Issuer or such Subsidiary) that is expressly identified as relating to the Indenture Documents (“Confidential Information”) shall be considered to be proprietary and confidential information; provided that any information provided to the Collateral Agent or the Trustee by the Issuer or any Subsidiary (or any holder or indirect equityholder of the Issuer or such Subsidiary) that is not so identified, or that is provided to U.S. Bank National Association in its capacity as trustee or collateral agent for the 5% Convertible Notes, shall not be considered Confidential Information. Each of the Trustee and the Collateral Agent agrees to take all reasonable precautions necessary to keep such Confidential Information confidential, which precautions shall be no less stringent than those that the Collateral Agent and the Trustee, as applicable, employs to protect its own confidential information. Each of the Collateral Agent and the Trustee shall not disclose to any third party other than as set forth herein, and shall not use for any purpose other than the exercise of the Collateral Agent’s and the Trustee’s rights and the performance of its respective obligations under this Agreement, any such information without the prior written consent of the Issuer. Each of the Collateral Agent and the Trustee shall limit access to such information received hereunder to (a) its directors, officers, managers and employees and (b) its legal advisors, to each of whom disclosure of such information is necessary for the purposes described above; provided, however, that in each case such party has expressly agreed to maintain such information in confidence under terms and conditions substantially identical to the terms of this Section 7.3.

(b)    Each of the Collateral Agent and the Trustee agree that, unless otherwise provided hereunder or under the Indenture, the Issuer does not have any responsibility whatsoever for any reliance on Confidential Information by the Collateral Agent or the Trustee or by any Person to whom such information is disclosed in connection with this Agreement, whether related to the purposes described above or otherwise. Without limiting the generality of the foregoing, each of the Collateral Agent and the Trustee agrees that the Issuer makes no representation or warranty whatsoever to it with respect to Confidential Information or its suitability for such purposes. Each of the Collateral Agent and the Trustee further agrees that it shall not acquire any rights against the Issuer or any employee, officer, director, manager, representative or agent of the Issuer (together with the Issuer and any employee, officer, director, manager, representative or agent of the Issuer, “Confidential Parties”) as a result of the disclosure of Confidential Information to the Trustee and that no Confidential Party has any duty, responsibility, liability or obligation to any Person as a result of any such disclosure.

(c)    In the event the Collateral Agent or the Trustee is required to disclose any Confidential Information received hereunder in order to comply with any applicable laws, regulations or court orders, it may disclose Confidential Information only to the extent necessary for such compliance; provided, however, that it shall give the Issuer, reasonable advance written

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notice of any such court proceeding in which such disclosure may be required pursuant to a court order so as to afford the Issuer full and fair opportunity to oppose the issuance of such order and to appeal therefrom and shall cooperate reasonably with the Issuer, as applicable, in opposing such order and in securing confidential treatment of any Confidential Information to be disclosed and/or obtaining a protective order narrowing the scope of such disclosure (in each case at the Issuer’s sole cost and expense and to the extent permitted pursuant to such applicable law, regulation or court order).

Section 7.4    Power of Attorney. The Issuer hereby appoints the Collateral Agent and the Collateral Agent’s designee as the Issuer’s attorney, with power upon the occurrence and during the continuance of an Event of Default: (a) to endorse the Issuer’s name on any checks, notes, acceptances, money orders, or other forms of payment or security that come into the Collateral Agent’s or any Secured Party’s possession; (b) to sign the Issuer’s name on any drafts against customers, on assignments of Accounts, on notices of assignment, financing statements, and other public records and to file any such financing statements by electronic means with or without a signature as authorized or required by applicable law or filing procedure; (c) to send requests for verification of Accounts to customers or Account Debtors; and (d) to do all things the Collateral Agent reasonably determines are necessary to carry out the security interest provisions of the Indenture and the provisions of this Agreement. Notwithstanding anything in this Agreement or any Indenture Document to the contrary, none of the Trustee, the Collateral Agent, nor their attorneys, employees or Affiliates will be liable for any acts or omissions or for any error of judgment or mistake of fact or law other than any such liability arising from any such Person’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

Section 7.5    NATURE OF APPOINTMENT; LIMITATION OF DUTY. THE APPOINTMENT OF THE COLLATERAL AGENT AS ATTORNEY-IN-FACT IN THIS ARTICLE VII IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.12. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT OR IN ANY INDENTURE DOCUMENT, NEITHER THE COLLATERAL AGENT, NOR ANY SECURED PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT TO THE EXTENT SUCH DAMAGES ARE ATTRIBUTABLE TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

Section 7.6    Additional Matters Relating to the Collateral Agent.

(a)    The Collateral Agent. U.S. Bank National Association shall initially act as Collateral Agent for the Secured Parties and shall be authorized to appoint co-collateral agents as necessary in its sole discretion. U.S. Bank National Association, as Collateral Agent, is authorized and directed to (i) enter into the Indenture Documents, (ii) bind the Secured Parties on

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the terms as set forth in the Indenture Documents and (iii) perform and observe its obligations under the Indenture Documents.

(b)    Role of the Collateral Agent. The rights, duties, liabilities and immunities of the Collateral Agent and its appointment, resignation and replacement hereunder and under the Indenture and the other Indenture Documents shall be governed by this Agreement, Article 11 of the Indenture and the relevant provisions contained in the other Indenture Documents. Without limiting the foregoing, the rights, privileges, protections and benefits given to the Collateral Agent under the Indenture are extended to, and shall be enforceable by, the Collateral Agent in connection with the execution, delivery and administration of this Agreement and the other Indenture Documents and any action taken or omitted to be taken by the Collateral Agent in connection with its appointment and performance under this Agreement and the other Indenture Documents to which it is a party.

(c)    Absence of Fiduciary Relation. The Collateral Agent undertakes to perform or to observe only such of its agreements and obligations as are specifically set forth in this Agreement, the Indenture and the other Indenture Documents, and no implied agreements, covenants or obligations with respect to the Issuer or any Affiliate of the Issuer, any Secured Party or any other party shall be read into this Agreement against the Collateral Agent. The Collateral Agent in its capacity as such is not a fiduciary of and shall not owe or be deemed to owe any fiduciary duty to the Issuer or any Related Person of the Issuer.

(d)    Exculpatory Provisions.

(i)    None of the Collateral Agent, the Trustee or any of their respective officers, directors, employees, agents, attorneys-in-fact or Related Persons shall be responsible or liable in any manner (A) to the Issuer or any of its Related Persons for any action taken or omitted to be taken by it under or in connection with this Agreement in compliance herewith, (B) to any Secured Party or any other Person for any recitals, statements, representations, warranties, covenants or agreements contained in this Agreement or in any Indenture Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any Indenture Document, (C) to any Secured Party or any other Person for the validity, effectiveness, adequacy, genuineness or enforceability of this Agreement or any Indenture Document, or any Lien purported to be created hereunder or under any Indenture Document, (D) to any Secured Party or any other Person for the validity or sufficiency of the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or (E) to any Secured Party or other Person for any failure of the Issuer to perform its obligations hereunder or of the Issuer to perform any of the Obligations.

(ii)    Notwithstanding anything to the contrary contained in this Agreement, (A) in no event shall the Trustee or the Collateral Agent be responsible for or have any obligation, duty or liability with respect to the creation, perfection, priority, maintenance, protection or enforcement of any Lien on, security interest in, pledge or other encumbrance involving or relating to the Collateral or any other assets, properties or rights of the Issuer, (B) none of the Trustee or the Collateral Agent shall be responsible

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for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens in the Collateral and (C) none of the Trustee or the Collateral Agent shall be under any obligation to any Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or to inspect the properties or records of the Issuer. The permissive rights of the Collateral Agent to do things enumerated in this Agreement shall not be construed as a duty or obligation. The Collateral Agent may rely conclusively on any Opinions of Counsel rendered to the Collateral Agent under the Indenture in determining any necessary or desirable actions under this Agreement. Notwithstanding anything to the contrary herein, the Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. None of the Collateral Agent or the Trustee shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Issuer or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

(iii)    Notwithstanding anything to the contrary contained herein, none of the Collateral Agent, the Trustee or any of their respective officers, directors, employees, agents, attorneys-in-fact, or Related Persons shall be exonerated from any liability arising from its or their own gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

(e)    Fees and Expenses. The Issuer agrees that it shall upon demand pay to the Collateral Agent and any Secured Party the amount of any and all reasonable and documented out-of-pocket fees, costs and expenses (including the reasonable and documented out-of-pocket fees and expenses of their respective counsel, any special consultants reasonably engaged (and, unless an Event of Default exists, such special consultants engaged only with the consent of the Issuer) by the Collateral Agent or any Secured Party, as the case may be, in connection with the transactions contemplated hereby) that the Collateral Agent or any Secured Party, as the case may be, may incur in connection with (i) any Event of Default, including the sale or other disposition of, collection from, or other realization upon, any of the Collateral pursuant to the exercise or enforcement of any of their respective rights hereunder, (ii) the exercise of their respective rights under this Agreement or under any Indenture Document, including the custody, preservation, use or operation of, or the sale of, any of the Collateral, (iii) performance by the Collateral Agent of any obligations of the Issuer that the Issuer has failed or refused to perform with respect to the Collateral, (iv) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings and defending or asserting rights and claims of the Collateral Agent in respect thereof, by litigation or otherwise, or (v) the execution and delivery and administration of this Agreement and the other Indenture Documents and, any agreement supplemental hereto or thereto, and any instruments of amendment, waiver, further assurance, release or termination,

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including with respect to the termination and/or release of any or all of the Liens in the Collateral provided for in this Agreement and the other Security Documents.

(f)    Filing Fees, Taxes, etc. The Issuer shall pay on demand all filing, registration and recording fees or re-filing, re-registration, and re-recording fees, and all federal, state, county, and municipal stamp taxes and other similar taxes, duties, imposts, assessments, and charges arising out of or in connection with the execution and delivery of this Agreement, the Indenture, the other Indenture Documents, and any agreement supplemental hereto or thereto and any instruments of further assurance or termination.

(g)    Security Against Costs. The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Indenture Document at the request, order or direction of any Secured Party pursuant to the provisions of the Indenture or any Indenture Document, unless such Secured Party shall have offered to the Collateral Agent security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction.

(h)    No Responsibility for Investments. In no event shall the Collateral Agent or any Secured Party be liable or responsible for any funds or investments of funds held by the Issuer or any Affiliates thereof.

Section 7.7    Appointment of Co-Collateral Agent. In the event that the Collateral Agent appoints a Co-Collateral Agent, or Co-Collateral Agents, in accordance with the provisions of Section 7.6(a) of this Agreement, such Co-Collateral Agent(s) shall enter into a Co-Collateral Agent Appointment Agreement in a form satisfactory to the Collateral Agent and such Co-Collateral Agent, and upon acceptance of the appointment, such Co-Collateral Agent shall be entitled to all of the rights, privileges, limitations on liability and immunities afforded to and subject to all the duties of the Collateral Agent hereunder, and shall be deemed to be a party to this Agreement for all purposes provided in this Section 7.7, in each case, subject to the specific rights and duties vested in the Co-Collateral Agent pursuant to the Co-Collateral Agent Appointment Agreement and related Security Documents. It is accepted and acknowledged by the parties hereto that any Co-Collateral Agent appointed in accordance with Section 7.6(a) and this Section 7.7 shall be entitled to the payment of its fees and expenses as agreed to by the Issuer, and without limitation of any of the other provisions of this Agreement, shall be deemed to be an indemnified party under Section 8.16 of this Agreement with respect to any liability arising under this Agreement or the other Indenture Documents without need for further act by the Issuer.

Section 7.8    Collection Account. Unless an Event of Default shall occur and be continuing, the Trustee or other Paying Agent, as applicable, shall administer the Collection Account pursuant to Section 4.13 of the Indenture. The Trustee shall, and shall direct any other Paying Agent to, (i) act as the agent for and representative of the Collateral Agent for purposes of perfecting the security interest granted hereunder in the Collection Account and the funds on deposit therein and (ii) follow the directions of the Collateral Agent with respect to the Collection Account and the funds on deposit therein in the exercise of remedies permitted

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hereunder or under any Security Document upon the occurrence and during the continuance of an Event of Default.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.1    Notice. All notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by fax, as follows:

(a) if to the Collateral Agent, to it at

U.S. Bank National Association

Global Corporate Trust Services

633 West Fifth Street, 24^th Floor

Los Angeles, California 90071

Attention: Bradley Scarbrough (Bloom Energy 2017 Indenture)

Facsimile: (213) 615-6197

(b) if to the Trustee, to it at

U.S. Bank National Association

Global Corporate Trust Services

633 West Fifth Street, 24^th Floor

Los Angeles, California 90071

Attention: Bradley Scarbrough (Bloom Energy 2017 Indenture)

Facsimile: (213) 615-6197

(c) if to the Issuer, at

Bloom Energy Corporation

1299 Orleans Drive

Sunnyvale, California 94089

Attention: General Counsel

Facsimile: (408) 543-1504

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by facsimile or on the date five (5) Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 8.1 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 8.1. Notwithstanding the foregoing, notices to the Collateral Agent shall only be effective upon actual receipt.

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Section 8.2    Waiver of Notices. Unless otherwise expressly provided herein, the Issuer hereby waives (to the maximum extent permitted by applicable law) presentment, demand, protest or any notice of any kind in connection with this Agreement or any Collateral.

Section 8.3    Limitation on Collateral Agent’s and Secured Party’s Duty with Respect to the Collateral. The Collateral Agent shall have no obligation to prepare the Collateral for sale. The Collateral Agent and each Secured Party shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Collateral Agent nor any Secured Party shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or such Secured Party, or any income thereon (other than to account for proceeds therefrom) or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, and to the extent permitted by applicable law, the Issuer acknowledges and agrees that it would be commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant by the Collateral Agent to prepare Collateral for disposition, (ii) to the extent permitted by applicable law, to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Issuer, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. The Issuer acknowledges that the purpose of this Section 8.3 is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would be commercially reasonable in the Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.3. Without limitation upon the foregoing, nothing contained in this Section 8.3 shall be construed to grant any rights to the Issuer or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable law in the absence of this Section 8.3.

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Section 8.4    Compromises and Collection of Collateral. The Issuer and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Accounts, that certain of the Accounts may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Account may exceed the amount that reasonably may be expected to be recovered with respect to an Account. In view of the foregoing, the Issuer agrees that the Collateral Agent may at any time and from time to time if an Event of Default has occurred and is continuing, compromise with the obligor on any Account, accept in full payment of any Account such amount as the Collateral Agent in its sole discretion shall determine or abandon any Account, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such action.

Section 8.5    Specific Performance of Certain Covenants. The Issuer acknowledges and agrees that a breach of any of the covenants contained in Section 4.8, 7.6, 8.16 and 8.17, will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Collateral Agent or the other Secured Parties to seek and obtain specific performance of other obligations of the Issuer contained in this Agreement, that the covenants of the Issuer contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Issuer.

Section 8.6    Cumulative Remedies; No Prior Recourse to Collateral. The enumeration herein of the Collateral Agent’s and the Trustee’s rights and remedies is not intended to be exclusive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies that the Collateral Agent and the Trustee may have under the UCC, other applicable law or the Indenture Documents. The Collateral Agent and the Trustee shall have the right, in their sole discretion, to determine which rights and remedies are to be exercised and in which order. The exercise of one right or remedy shall not preclude the exercise of any others, all of which shall be cumulative. The Collateral Agent and the Trustee may, without limitation, proceed directly against any Person liable therefor to collect the Obligations without any prior recourse to the Collateral. No failure to exercise and no delay in exercising, on the part of the Collateral Agent or the Trustee, any right, remedy, power, or privilege hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 8.7    Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

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Section 8.8    Reinstatement. This Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any such payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section 8.9    Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective representatives, successors, and permitted assigns of the parties hereto; provided, however, the Issuer shall not assign or delegate any of its rights or duties hereunder without the prior written consent of the Collateral Agent and the Trustee (other than pursuant to a transaction permitted under the Indenture), and any attempted assignment without such consent shall be null and void. The rights and benefits of the Collateral Agent and the Trustee hereunder shall, if such Persons so agree, inure to any party acquiring any interest in the Obligations or any part thereof in accordance with the terms hereof or of the Indenture.

Section 8.10    Survival of Representations. All representations and warranties made by the Issuer in the Indenture Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Indenture Document shall be considered to have been relied upon by the Secured Parties and shall survive the execution and delivery of the Indenture Documents and the purchase of the Securities by the Investors, regardless of any investigation made by any Secured Party or on its behalf and notwithstanding that the Collateral Agent, the Trustee or any other Secured Party may have had notice or knowledge of any Default or incorrect representation or warranty. Notwithstanding anything to the contrary set forth herein, the provisions of Sections 7.6(e), 8.16 and 8.17 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Securities or the termination of this Agreement or any other Indenture Document.

Section 8.11    Captions. The captions contained in this Agreement are for convenience of reference only, are without substantive meaning and should not be construed to modify, enlarge, or restrict any provision.

Section 8.12    Termination and Release. This Agreement and the security interests granted hereby shall terminate in accordance with the Indenture. The Collateral Agent shall, from time to time upon the Issuer’s written request in accordance with Section 11.03 of the Indenture, execute and deliver to the Issuer such documents as the Issuer shall reasonably request to evidence the termination of the security interest granted herein as to any funds released by the Trustee from the Collateral Account in accordance with Section 4.13 of the Indenture.

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Section 8.13    Entire Agreement. This Agreement, together with the other Indenture Documents embodies the entire agreement and understanding between the Issuer and the Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings between the Issuer and the Collateral Agent relating to the Collateral.

Section 8.14    Governing Law; Jurisdiction; Consent to Service of Process.

(a)    THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), EXCEPT TO THE EXTENT THAT LOCAL LAW GOVERNS THE CREATION, PERFECTION, PRIORITY OR ENFORCEMENT OF SECURITY INTERESTS.

(b)    EACH PARTY HERETO HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS OF COMPETENT JURISDICTION IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN ANY SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8.1. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

Section 8.15    Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 8.16    Indemnity. THE ISSUER AGREES TO DEFEND, INDEMNIFY, AND HOLD THE COLLATERAL AGENT, THE TRUSTEE AND EACH OF THEIR RELATED PERSONS (EACH, AN “INDEMNIFIED PERSON”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES, AND DISBURSEMENTS (INCLUDING REASONABLE ATTORNEY COSTS) OF ANY KIND OR NATURE WHATSOEVER WHICH MAY AT ANY TIME (INCLUDING AT ANY TIME FOLLOWING THE TERMINATION, RESIGNATION, OR REPLACEMENT OF THE COLLATERAL AGENT OR THE TRUSTEE) BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY SUCH PERSON IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE INDENTURE OR ANY OTHER INDENTURE

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DOCUMENT OR ANY DOCUMENT CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR ANY ACTION TAKEN OR OMITTED BY ANY SUCH PERSON UNDER OR IN CONNECTION WITH ANY OF THE FOREGOING, INCLUDING WITH RESPECT TO ANY INVESTIGATION, LITIGATION, OR PROCEEDING (INCLUDING ANY INSOLVENCY PROCEEDING OR APPELLATE PROCEEDING) RELATED TO OR ARISING OUT OF THIS AGREEMENT, THE INDENTURE, ANY OTHER INDENTURE DOCUMENT, OR THE SECURITIES OR THE USE OF THE PROCEEDS THEREOF, WHETHER OR NOT ANY INDEMNIFIED PERSON IS A PARTY THERETO INCLUDING ANY SUCH LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, CHARGES, EXPENSES AND REIMBURSEMENTS RESULTING FROM THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON (ALL THE FOREGOING, COLLECTIVELY, THE “INDEMNIFIED LIABILITIES”); PROVIDED THAT THE ISSUER SHALL HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PERSON OR ITS RESPECTIVE AFFILIATES, AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION. THE AGREEMENTS IN THIS SECTION 8.16 SHALL SURVIVE PAYMENT OF ALL OTHER OBLIGATIONS AND ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENT.

Section 8.17    Limitation of Liability. NO CLAIM MAY BE MADE BY THE ISSUER OR OTHER PERSON AGAINST THE COLLATERAL AGENT, THE TRUSTEE, OR THE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS OR THEIR RESPECTIVE RELATED PERSONS OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE INDENTURE OR ANY OTHER INDENTURE DOCUMENT, OR ANY ACT, OMISSION, OR EVENT OCCURRING IN CONNECTION THEREWITH, AND THE ISSUER HEREBY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, IRREVOCABLY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON OR BRING IN ANY JUDICIAL, ARBITRAL OR ADMINISTRATIVE FORUM ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. THE AGREEMENTS IN THIS SECTION 8.17 SHALL SURVIVE PAYMENT OF ALL OTHER OBLIGATIONS AND ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR ANY OTHER INDENTURE DOCUMENT.

Section 8.18    Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same Agreement. Any counterpart may be executed by facsimile or other electronic transmission, and such facsimile or other electronic transmission shall be deemed an original.

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Section 8.19    Amendments. Other than as permitted pursuant to the Indenture, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent, the Trustee and the Issuer with respect to which such waiver, amendment or modification is to apply, subject to any consent that may be required in accordance with Section 9.02 of the Indenture.

Section 8.20    Incorporation by Reference. It is expressly understood and agreed that U.S. Bank National Association is entering into this Agreement solely in its capacity as Collateral Agent and as Trustee as appointed pursuant to the Indenture, and shall be entitled to all of the rights, privileges, immunities and protections under the Indenture as if such rights, privileges, immunities and protections were set forth herein.

Section 8.21    English Language. This Agreement and each other Indenture Document has been negotiated and executed in English. All certificates, reports, notices and other documents and communications given or delivered by any party hereto pursuant to this Agreement or any other Indenture Document shall be in English or, if not in English, accompanied by a certified English translation thereof. The English version of any such document shall control the meaning of the matters set forth herein.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

BLOOM ENERGY CORPORATION
By:	/s/ Randy Furr
Name:	Randy Furr
Title:	Chief Financial Officer and Secretary

{Signature Page to Security Agreement}

U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
By:	/s/ Bradley E. Scarbrough
Name:	Bradley E. Scarbrough
Title:	Vice President

U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:	/s/ Bradley E. Scarbrough
Name:	Bradley E. Scarbrough
Title:	Vice President

{Signature Page to Security Agreement}

SCHEDULE 3.2

LOCATION OF ISSUER AND COLLATERAL

Issuer’s Jurisdiction of Incorporation:	Delaware
Issuer’s Location (UCC 9-307):	Delaware
Issuer’s Chief Executive Office:	1299 Orleans Drive, Sunnyvale, CA 94089
Location of Issuer’s Books and Records:	1299 Orleans Drive, Sunnyvale, CA 94089
Locations of the Collateral:	Collections Account
	1299 Orleans Drive, Sunnyvale, CA 94089

SCHEDULE 3.3

NAMES

None.

EX-10

Exhibit 10.82

[***] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

ACCOUNTS AGREEMENT

dated as of July 19, 2013

by and among

2013B ESA PROJECT COMPANY, LLC,

as the Borrower,

SILICON VALLEY BANK,

as the Lender and as Agent for the Secured Swap Providers,

and

THE BANK OF NEW YORK MELLON,

as the Accounts Bank

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTIO			1
1.1	Defined Terms		1
1.2	Rules of Construction		4
ARTICLE 2 APPOINTMENT; GRANT OF SECURITY INTEREST			4
2.1	Appointment		4
2.2	Project Accounts		5
2.3	Representations, Warranties and Covenants of the Accounts Bank		6
2.4	Project Accounts as Deposit Account		8
2.5	Grant of First-Priority Security Interest		8
2.6	Control and Perfection of Account Collateral		9
2.7	Subordination		9
2.8	Agreement to Hold In Trust		10
2.9	Deposits into and Withdrawals from Project Accounts		10
2.10	No Security Interests		12
2.11	Acknowledgments		12
2.12	Further Assurances		13
ARTICLE 3 BORROWER REMAINS LIABLE			13
ARTICLE 4 THE PROJECT ACCOUNTS			14
4.1	Establishment of Project Accounts		14
4.2	Revenue Account		14
4.3	Operating Account		17
4.4	Debt Service Reserve Account		17
4.5	Restricted Payments Account		18
4.6	Insurance, Condemnation and Extraordinary Proceeds Account		19
4.7	Funds as Collateral		22
4.8	Investment		22
4.9	Inadequately Identified Amounts		24
4.10	Other Bank and Securities Accounts		24
4.11	Optional Prepayment of Loan from Reserve Accounts		24
4.12	Accounts Information		24
ARTICLE 5 DEFAULT AND ENFORCEMENT			25
5.1	Notices of Suspension of Project Accounts		25
5.2	Lender Appointed Attorney-in-Fact		26
5.3	Enforcement		27
5.4	Lender’s Discretionary Powers		28
5.5	Application of Payments and Proceeds		28

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ARTICLE 6 TERMINATION		30
ARTICLE 7 THE ACCOUNTS BANK		30
7.1	Duties of the Accounts Bank	30
7.2	Exculpatory Provisions	31
7.3	Reliance by the Accounts Bank	32
7.4	Written Instructions; Notices	33
7.5	Resignation or Removal of the Accounts Bank	33
7.6	No Amendment to Duties of the Accounts Bank Without Consent	34
7.7	Force Majeure	34
7.8	Indemnity; Fees and Expenses	34
ARTICLE 8 MISCELLANEOUS PROVISIONS		35
8.1	Amendments; Waivers	35
8.2	Successors and Assigns	35
8.3	Notices	36
8.4	Counterparts	36
8.5	Choice of Law	36
8.6	Waiver of Trial by Jury	36
8.7	Severability	37
8.8	Captions	37
8.9	Severability	37
Exhibits:
Exhibit A	Project Accounts
Exhibit B	Form of Funds Withdrawal/Transfer Certificate
Exhibit C	Form of Restricted Payments Certificate
Exhibit D	Form of Insurance, Condemnation and Extraordinary Proceeds Request Certificate
Schedule:
Schedule 1	Minimum Prepaid Expenses Amount

ii

ACCOUNTS AGREEMENT

This ACCOUNTS AGREEMENT (this “Agreement”), dated as of July 19, 2013, is by and among 2013B ESA PROJECT COMPANY, LLC, a limited liability company organized and existing under the laws of the State of Delaware, as borrower (the “Borrower”), SILICON VALLEY BANK, a California corporation, as lender and as agent for the Secured Swap Providers (the “Lender”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as accounts bank (the “Accounts Bank”).

RECITALS

A. WHEREAS, pursuant to, and subject to the terms and conditions set forth in, the Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and between the Borrower and the Lender, the Lender has agreed to make available to the Borrower up to $33,000,000 in order to finance a portion of the Borrower’s acquisition of a portfolio of baseload fuel cell electricity generators; and

B. WHEREAS, it is a condition precedent to the Closing Date under the Credit Agreement, and a necessary inducement to the Lender to make the Loans to the Borrower under the Financing Documents, that the Borrower and the Accounts Bank enter into this Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Defined Terms.

Capitalized terms used but not otherwise defined in this Agreement, including in its preamble and recitals, have the meanings given to such terms in the Credit Agreement (or, if not defined therein, the UCC), and the following terms have the meanings set forth below:

“Accounts Bank” as the meaning set forth in the Preamble.

“Accounts Bank Action” has the meaning specified in Section 7.4(b) of this Agreement.

“Accounts Bank Fee Agreement” means the Accounts Bank Fee Agreement, dated as of July 19, 2013, between the Accounts Bank and the Borrower.

“Account Collateral” has the meaning specified in Section 2.5 of this Agreement.

“Agreement” has the meaning set forth in the Preamble.

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“Authorized Officer” means (i) with respect to any Person that is a corporation, the chief executive officer, the chief operating officer, the president, any vice president, the treasurer or the chief financial officer of such Person, (ii) with respect to any Person that is a partnership, an Authorized Officer of a general partner of such Person, (iii) with respect to any Person that is a limited liability company, any member or manager, the president, any vice president, the treasurer or the chief financial officer of such Person, or an Authorized Officer of the member or manager of such Person, or (iv) with respect to any other Person, such other representative of such Person that is approved by the Lender in writing who, in each such case, has been named as an Authorized Officer on a certificate of incumbency of such Person delivered to the Lender or the Accounts Bank on or after the date of this Agreement.

“Cash Equivalents” means:

(i) readily marketable direct obligations of the government of the United States or any agency or instrumentality thereof, or obligations unconditionally guaranteed by the full faith and credit of the government of the United States, in each case maturing within one (1) year from the date of acquisition thereof;

(ii) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one (1) year from the date of acquisition thereof and, at the time of acquisition, having a rating of AA- or higher from S&P or Aa3 or higher from Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(iii) investments in commercial paper maturing within one hundred eighty (180) days from the date of acquisition thereof and having, at such date of acquisition, a rating of at least A-1 or P-1 from either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such obligations, an equivalent rating from another nationally recognized rating service);

(iv) investments in certificates of deposit, banker’s acceptances, bank deposit accounts, and time deposits maturing within two hundred and seventy (270) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, the Accounts Bank or any domestic office of any commercial bank organized under the laws of the United States, any State thereof, any country that is a member of the Organization for Economic Co-Operation and Development or any political subdivision thereof, that has a combined capital and surplus and undivided profits of not less than five hundred million Dollars ($500,000,000);

(v) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (i) above and entered into with a financial institution satisfying the criteria of clause (iv) of this definition; and

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(vi) investments in “money market funds” within the meaning of the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (i) through (v) of this definition.

“Debt Service Reserve Account” means the “Debt Service Reserve Account” described in Exhibit A, or any replacement account thereof established pursuant to the terms hereof.

“Financial Officer” means, with respect to any Person, the controller, treasurer or chief financial officer of such Person and with respect to any person that is a limited liability company without its own officers, the chief financial officer of the sole or managing member of such Person.

“Funds Withdrawal/Transfer Certificate” means a Funds Withdrawal/Transfer Certificate in substantially the form of Exhibit B.

“Insurance, Condemnation and Extraordinary Proceeds Account” means the “Insurance, Condemnation and Extraordinary Proceeds Account” described in Exhibit A, or any replacement account thereof established pursuant to the terms hereof.

“Insurance, Condemnation and Extraordinary Proceeds Request Certificate” means an Insurance, Condemnation and Extraordinary Proceeds Request Certificate in substantially the form of Exhibit D.

“Minimum Prepaid Expenses Amount” means the “Minimum Prepaid Expenses Amount” described in Schedule 1, which will be updated by the Borrower and the Lender and notified to the Accounts Bank on or before the first Funding Date.

“Monies” means all cash, payments, Cash Equivalents and other amounts (including instruments evidencing such amounts) on deposit in or credited to any Project Account.

“Notice of Suspension” has the meaning specified in Section 5.1(a) of this Agreement.

“Operating Account” means the “Operating Account” described in Exhibit A, or any replacement account thereof established pursuant to the terms hereof.

“Pledgor” means 2013B ESA Holdco, LLC, a limited liability company organized and existing under the laws of the State of Delaware.

“Project Accounts” means the accounts described in Exhibit A, or any replacement or additional accounts established in accordance with the terms hereof.

“Quarterly Payment Date” means each of January 1, April 1, July 1 and October 1.

“Restoration or Replacement Plan” means a plan and time schedule, reasonably satisfactory to the Lender and the Independent Engineer, for the application of Insurance Proceeds and Condemnation Proceeds arising from any Casualty Event or Event of Taking and

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any other funds available to the Borrower with which to restore or replace the Systems, or any portion thereof, affected by such Casualty Event or Event of Taking.

“Restricted Payments Account” means the “Restricted Payments Account” described in Exhibit A, or any replacement account thereof established pursuant to the terms hereof.

“Restricted Payments Certificate” means a Restricted Payments Certificate in substantially the form of Exhibit C.

“Revenue Account” means the “Revenue Account” described in Exhibit A, or any replacement account thereof established pursuant to the terms hereof.

“Subordinated Affiliate Payments” means any amounts payable by the Borrower to the Parent pursuant to (i) Sections 4.01(b), (c) and (d) of the Administrative Services Agreement and (ii) Section 4.3(a)(ii) of the LTSA to the extent that such amounts exceed the amounts budgeted for power module replacement in the Operating Budget and paid pursuant to Section 4.2(c)(i) of this Agreement.

“Tax Distribution Amount” means the Preferred Distribution (as defined in the Pledgor LLC Agreement, as in effect on the first Funding Date).

“Tracking Account” means a ledger account maintained by the Lender that tracks amounts paid from time to time to the Lender by the Credit Protection Insurer pursuant to the Credit Protection Insurance Policy, as reduced by amounts reimbursed from time to time to the Credit Protection Insurer pursuant to Section 4.5 of this Agreement.

1.2 Rules of Construction.

The principles of interpretation set forth in Section 1.02 of the Credit Agreement apply equally to this Agreement as if set forth herein.

ARTICLE 2

APPOINTMENT; GRANT OF SECURITY INTEREST

2.1 Appointment.

(a) The Lender hereby appoints and authorizes the Accounts Bank to act as its depository and as its “securities intermediary” or “bank” (within the meaning of Section 9- 102(a)(8) of the UCC) with respect to the Project Accounts, with such powers as are expressly delegated to the Accounts Bank by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The Accounts Bank hereby accepts each such appointment and agrees to act as the depository for the Lender and as the “securities intermediary” or “bank” with respect to the Project Accounts, for the benefit of the Lender in accordance with the terms of this Agreement. The Accounts Bank further agrees to accept and hold, as “securities intermediary” or as a “bank”, in its custody and in accordance with the terms of this Agreement, for the Lender, the Project Accounts and the Account Collateral.

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(b) The Lender also hereby appoints and authorizes the Accounts Bank to act on its behalf (including in its role as agent for the Secured Swap Providers) for the purpose of the creation and perfection of a first-priority security interest in favor of the Lender in the Project Accounts to the extent that they are deemed under applicable Law not to constitute securities accounts or deposit accounts and in any Account Collateral that is deemed under applicable Law not to constitute a “financial asset” (within the meaning of Section 8-102(9) of the UCC). The Accounts Bank hereby accepts this appointment and agrees to act as the Accounts Bank for the Lender for such purpose and to hold and maintain exclusive dominion and control over the Project Accounts and any such Account Collateral on behalf of the Lender.

(c) Notwithstanding any provision to the contrary contained elsewhere in this Agreement or any other Financing Document, the Accounts Bank shall not have any duties or responsibilities, except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into any Financing Document or otherwise exist against the Accounts Bank. Without limiting the generality of the foregoing sentence, the use of the term “agent” in any Financing Document with reference to the Accounts Bank is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

2.2 Project Accounts.

(a) The Borrower agrees that the interests of the Borrower in or to the Project Accounts and the Account Collateral are limited to the rights expressly granted to the Borrower in this Agreement and do not include any other legal or equitable rights, title or interest. The Account Collateral will not constitute repayment of the Obligations until so applied as payments in accordance with the terms of this Agreement and the other Financing Documents.

(b) The Accounts Bank shall not have title to the funds on deposit in or credited to the Project Accounts, and shall credit the Project Accounts with all receipts of interest, dividends and other income received on the property held in the Project Accounts. The Accounts Bank shall administer and manage the Project Accounts in accordance with its duties with respect to the Project Accounts set forth in this Agreement, and shall be subject to and comply with all of the obligations that the Accounts Bank owes to the Borrower and the Lender with respect to the Project Accounts, including all subordination obligations set forth in Section 2.7 with respect to the Accounts Bank’s right of set-off or recoupment or right to obtain a Lien, pursuant to the terms of this Agreement. The Accounts Bank hereby agrees to comply with any and all written instructions originated by the Lender in accordance with the provisions hereof directing the disbursement, deposit and/or transfer of any funds and all other property held in the Project Accounts without any further consent of the Borrower or any other Person, and to comply with any and all written instructions originated by the Borrower directing the disbursement, deposit and/or transfer of any funds and all other property held in the Project Accounts subject to, and in accordance with, the terms of this Agreement.

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2.3 Representations, Warranties and Covenants of the Accounts Bank. The Accounts Bank hereby represents, warrants, covenants and agrees with the Lender and the Borrower as follows:

(a) it is a “securities intermediary” (within the meaning of Article 8 of the UCC) on the date hereof and shall act as such in maintaining the Project Accounts and all of the Account Collateral (including all securities and other financial assets or security entitlements deposited in or credited to the Project Accounts) from time to time transferred, deposited in or credited to or maintained in the Project Accounts;

(b) it is the bank with which each Project Account is maintained and the “securities intermediary” with respect to the financial assets held in the Project Accounts. In this regard, (i) if the Accounts Bank has knowledge that an issuer of any financial asset is required to make a payment or distribution in respect of such financial asset, the Accounts Bank shall have fulfilled its duty under applicable Law to take action to obtain such payment or distribution if (A) it credits such payment or distribution to the Project Accounts in accordance with this Agreement if such payment or distribution is made or (B) it notifies the Borrower and the Lender that such payment or distribution has not been made, and (ii) if the Accounts Bank is required by applicable Law or this Agreement to credit to any Project Account any financial asset purported to be transferred or credited to the Accounts Bank pursuant to applicable Law, the Accounts Bank shall have fulfilled its duty to so credit any Project Account if it credits as a security entitlement to the applicable party whatever rights the Accounts Bank purportedly has in the financial asset transferred or credited to the Accounts Bank and the Accounts Bank shall have no duty to ensure that applicable Law has been complied with in respect of the transfer of the financial asset or to create a security interest in or Lien on any financial asset purported to be transferred or credited to the Accounts Bank and subsequently credited to any Project Account;

(c) it shall promptly perform all duties imposed upon a “securities intermediary” and a “bank” under the UCC and this Agreement;

(d) the Lender, and no other Person, is the Accounts Bank’s customer with respect to the Project Accounts, and the Borrower has consented to the Lender being deemed the customer hereunder;

(e) the Account Bank’s jurisdiction, for purposes of this Agreement and Article 8 and Section 9-304(b)(1) of the UCC, is and shall continue to be the State of New York;

(f) it has established and maintains the Project Accounts as set forth in Section 4.1;

(g) each Project Account is and will be maintained as a securities account or, as set forth in Section 2.4, a deposit account;

(h) all financial assets acquired by or delivered to the Accounts Bank shall be held by the Accounts Bank and credited by book entry to the relevant Project Account or otherwise accepted by the Accounts Bank for credit to the relevant Project Account. Any

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financial asset so credited or accepted for credit to the relevant Project Account shall be registered in the name of, payable to, or to the order of, or endorsed to the Accounts Bank or in blank and in no case will any financial asset credited to any Project Account or held by the Accounts Bank for credit to any Project Account be registered in the name of, payable to, to the order of, or endorsed to, the Borrower, except to the extent that such financial asset has been subsequently endorsed by the Borrower to the Accounts Bank or in blank;

(i) each item of property (including any cash, security, general intangible, document, instrument or obligation, share, participation, interest or other property whatsoever) deposited in or credited to any Project Account shall be treated as a financial asset under and for the purposes of Article 8 of the UCC, including Section 8-102(a)(9)(iii) thereof. Notwithstanding any provision herein to the contrary, any property contained in the Project Accounts that is not deemed to be a financial asset under applicable Law, to the extent permitted by applicable Law, will be deemed to be deposited in a deposit account and subject to Section 2.4;

(j) the Lender is the entitlement holder in any security entitlements with respect to any financial assets deposited in or credited to the Project Accounts, and the Lender may issue entitlement orders with respect thereto;

(k) if at any time it receives an entitlement order or any other order from the Lender in accordance with the provisions hereof directing the transfer, redemption or liquidation of any financial asset carried in the Project Accounts or any instruction originated by the Lender directing the disbursement, deposit and/or transfer of any funds or other property held in the Project Accounts, the Accounts Bank shall comply with such entitlement order, instruction or other order without further consent by the Borrower or any other Person. The Borrower hereby agrees that the Lender shall have control of the security entitlements carried in the Project Accounts and of the financial assets carried in the Project Accounts, and the Borrower hereby disclaims any entitlement to claim control of such security entitlements or financial assets. The foregoing clause shall not be construed to excuse the Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are found in a final non-appealable judgment by a court of competent jurisdiction to have been caused solely by the Lender having acted in contravention of the provisions hereof or resulting from the Lender’s gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction;

(l) all property delivered to the Accounts Bank pursuant to this Agreement or the other Financing Documents will be promptly deposited in or credited to a Project Account by an appropriate entry in its records in accordance with this Agreement;

(m) the Accounts Bank shall not change the name or account number of any Project Account unless it obtains the prior written consent of the Lender and provides at least ten (10) days’ prior written notice to the Borrower;

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(n) except for the claims and interest of the Lender and the Borrower in the Project Accounts, it does not know of and has not received written notice of any right or claim (including any adverse claim) to or interest in the Project Accounts or any Account Collateral (including, without limitation, funds and financial assets) deposited in or credited to the Project Accounts by any Person. If any Person (other than the Lender) asserts any Lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Project Account or in any financial asset or other property deposited therein or credited thereto, the Accounts Bank will promptly notify the Lender and the Borrower in writing thereof; and

(o) the Accounts Bank has not entered into and will not enter into any agreement with respect to the Project Accounts or any financial assets or other property deposited in or credited to any Project Account other than this Agreement, as may be amended from time to time. The Accounts Bank has not entered into and will not enter into any agreement with the Borrower or any other Person purporting to limit or condition the obligation of the Accounts Bank to comply with entitlement orders or any other order originated by the Lender in accordance with this Agreement.

2.4 Project Accounts as Deposit Account.

(a) The parties hereto agree that, notwithstanding the provisions of this Agreement, to the extent that the Project Accounts are not considered to be “securities accounts” (within the meaning of Section 8-501(a) of the UCC), the Project Accounts shall be deemed to be deposit accounts (as defined in Section 9-102(a)(29) of the UCC), which the Borrower shall maintain with the Accounts Bank, acting not as “securities intermediary” but as a “bank” (within the meaning of Section 9-102(a)(8) of the UCC).

(b) The Lender shall be deemed the sole customer of the Accounts Bank for purposes of the Project Accounts and, as such, shall be entitled to all of the rights that customers of banks have under applicable Law with respect to deposit accounts, including the right to withdraw funds from, or close, the Project Accounts, and the Borrower hereby consents to the Lender being deemed the customer hereunder. The foregoing clause shall not be construed to excuse the Lender from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are found in a final non-appealable judgment by a court of competent jurisdiction to have been caused solely by the Lender having acted in contravention of the provisions hereof or resulting from the Lender’s gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction.

2.5 Grant of First-Priority Security Interest. As security for the prompt and complete payment when due (whether at stated maturity, by acceleration or otherwise) of any and all of the Obligations and the due performance and compliance by the Borrower with all of the terms, conditions, and agreements to be performed and complied with by it under and pursuant to the terms of the Credit Agreement and the other Financing Documents, the Borrower hereby acknowledges and confirms the pledge, collateral assignment, hypothecation, and granting of a

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first-priority security interest to the Lender (including as agent for the Secured Swap Providers), pursuant to the Security Agreement, in all of its right, title and interest in and to the following, in each case, as to each type of property described below, whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising (collectively, the “Account Collateral”):

(a) each of the Project Accounts, including all funds, Cash Equivalents, securities, financial assets or other property held in, required to be held in or credited to any of the Project Accounts or otherwise in possession or control of the Accounts Bank pursuant to this Agreement, and all interest, dividends and other income derived therefrom;

(b) all statements, certificates, instruments and investment property representing or evidencing any property described in clause (a) above held in, required to be held in or credited to any of the Project Accounts or otherwise in possession or control of the Accounts Bank pursuant to this Agreement; and

(c) to the extent not included in the foregoing, all proceeds, products and accessions of and to any and all of the foregoing, including whatever is received upon any collection, exchange, sale or other disposition of any of the foregoing and any property into which any of the foregoing is converted, whether cash or non-cash proceeds, and any and all other amounts paid or payable under or in connection with any of the foregoing and all security entitlements of the Borrower in any and all of the foregoing.

2.6 Control and Perfection of Account Collateral.

(a) The Borrower specifically acknowledges and agrees that (i) each Project Account pledged hereunder shall be maintained so that the Lender has control of such Project Account in the manner specified in Section 9-104 of the UCC, (ii) all Cash Equivalents pledged hereunder shall be maintained so that the Lender has control of such Cash Equivalents in the manner specified in Section 9-106 of the UCC, and (iii) all financial assets held in the Project Accounts and pledged hereunder shall be maintained so that the Lender has control of such financial assets in the manner specified in Section 8-106 of the UCC.

(b) The Borrower shall give, deliver, file, record, authorize or obtain all such UCC financing statements as may be necessary to perfect and maintain the security interest granted under this Agreement.

(c) Until the Discharge Date, the Borrower shall not have any rights against or to Monies held in the Project Accounts, except the right to receive or make requisitions of funds deposited in or credited to the Project Accounts as permitted by this Agreement.

2.7 Subordination.

(a) The Accounts Bank hereby acknowledges the first-priority security interest granted hereby to the Lender. In order to secure repayment of Borrower’s or Lender’s, as applicable, obligations to Accounts Bank hereunder, Borrower and Lender hereby pledge and

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grant to Accounts Bank a continuing lien and security interest in, and right of set-off against, all of Borrower’s and Lender’s right, title and interest in and to the Account Collateral (including proceeds thereof) held in the Project Accounts. In this regard Accounts Bank shall be entitled to all the rights and remedies of a pledgee and secured creditor under applicable laws, rules or regulations as then in effect. The Accounts Bank hereby agrees that such right of recoupment or set-off and/or any such Lien shall (except to the extent provided in clause (c) of this Section 2.7) be subordinate to the security interest of the Lender. The Accounts Bank agrees that it shall not (except to the extent provided in clause (c) of this Section 2.7) assert or enforce any such right of recoupment or set-off and/or any Lien until the Discharge Date.

(b) Until the Discharge Date, the financial assets and other items deposited in or credited to the Project Accounts and all other Account Collateral will not (except to the extent provided in clauses (a) and (c) of this Section 2.7) be subject to deduction, set-off, banker’s lien or any other right in favor of any Person other than the Lender.

(c) The Project Accounts, Account Collateral or any financial asset or other property deposited therein or credited thereto shall be subject to deduction, set-off, banker’s lien and recoupment to the extent of (i) returned items and chargebacks either for uncollected checks or other items of payment and transfers previously credited to one or more Project Accounts, (ii) any advances that Accounts Bank may from time to time make to, or for the benefit of, the Borrower or the Lender for purposes of clearing or settling purchases or sales of securities by Borrower or Lender, as applicable, or there shall be for whatever reason an overdraft in the Project Accounts, and (iii) any customary fees, expenses and other amounts not described in clauses (i) or (ii) above owed to Accounts Bank and incurred in connection with the performance of its duties hereunder and the maintenance and operation of the Project Accounts and any amounts actually due and owing to the Accounts Bank in accordance with the Accounts Bank Fee Agreement, for which Securities Intermediary shall have a prior claim to, and right of set-off against, the Account Collateral, and each of the Lender and the Borrower hereby expressly authorize the Accounts Bank to debit the relevant Project Account(s) for such amounts.

2.8 Agreement to Hold In Trust. All payments received directly by the Borrower that are required to be deposited into the Project Accounts in accordance with the terms of this Agreement, the Credit Agreement, or any other Financing Document (including any amount received by the Borrower pursuant to, or in connection with, any Project Document or any sale of assets) shall be held by the Borrower in trust for the Lender, shall be segregated from other funds of the Borrower and shall, forthwith upon receipt by the Borrower, be turned over to the Lender or its designee in the same form as received by the Borrower (duly endorsed by the Borrower to the Lender or the Accounts Bank, if requested by the Lender) for deposit and disbursement in accordance with this Agreement.

2.9 Deposits into and Withdrawals from Project Accounts.

(a) Amounts shall be deposited into and withdrawn from the Project Accounts in strict accordance with Article 3.

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(b) The Accounts Bank will only be required to transfer funds hereunder if it has received written notice of such proposed transfer, together with all certificates, notices, directions and other documents required under this Agreement to be delivered to the Accounts Bank relating thereto, not later than 3:00 p.m. New York City time at least two (2) Business Days prior to such proposed transfer, in each case, with a copy thereof to the Lender, and, if such notice or any such related document is received by the Accounts Bank after such time, such transfer will be undertaken two (2) Business Days succeeding the date of receipt by the Accounts Bank of all such documentation.

(c) If any transfer, withdrawal, deposit, investment or payment of any funds by the Accounts Bank or any other action to be taken by the Accounts Bank under this Agreement is to be made or taken on a day other than a Business Day, such transfer, withdrawal, deposit, investment, payment or other action will be made or taken on the next succeeding Business Day.

(d) Any instruction, direction, notice, certificate, request or requisition given to the Accounts Bank by the Borrower with respect to the transfer, withdrawal, deposit, investment or payment of any funds under this Agreement or with respect to any other obligations to be performed by the Accounts Bank under this Agreement (i) must be in writing and signed by an Authorized Officer of the Borrower, (ii) in referencing any of the Project Accounts, must refer to the specific Project Account name and number, (iii) shall constitute a representation by the Borrower that all conditions set forth in this Agreement for such withdrawal have been satisfied, whether or not those conditions are explicitly stated to be so satisfied except to the extent such conditions have been waived by the Lender in accordance with the terms of the Credit Agreement, and (iv) shall be copied to the Lender.

(e) Any instruction, direction, notice, certificate, request or requisition given to the Accounts Bank by the Lender with respect to the transfer, withdrawal, deposit, investment or payment of any funds under this Agreement or with respect to any other obligations to be performed by the Accounts Bank under this Agreement (i) must be in writing and signed by an Authorized Officer of the Lender, (ii) in referencing any of the Project Accounts, must refer to the specific Project Account name and number and (iii) shall be copied to the Borrower.

(f) Notwithstanding anything contained in this Agreement or any other Financing Document to the contrary, the Accounts Bank may rely and shall be protected in acting or refraining from acting upon any instruction, direction, notice, certificate, request or requisition of the Borrower or the Lender.

(g) None of the Project Accounts shall go into overdraft, and the Accounts Bank shall make reasonable efforts not to comply with any request or direction to the extent that it would cause any of the Project Accounts to do so; provided, however, the failure to do so shall not result in any personal liability to the Accounts Bank.

(h) The Accounts Bank shall not be charged with knowledge of any Notice of Suspension or Event of Default unless the Accounts Bank has received such Notice of Suspension or other written notice of such Event of Default from the Lender or the Borrower.

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(i) The Accounts Bank shall not be charged with the knowledge that any transfer or withdrawal from any Project Account would result in the occurrence of an Event of Default, unless it has received written notice thereof from the Lender or the Borrower.

(j) Notwithstanding anything contained in this Agreement or any other Financing Document to the contrary, the Accounts Bank shall have no obligation to (i) make any payment, transfer or withdrawal from any Project Account until it has received written direction to make such payment, transfer or withdrawal from the Lender or the Borrower (if this Agreement explicitly provides that any such direction may be made by the Borrower), or (ii) determine whether any payment, transfer or withdrawal from any Project Account made in accordance with any written direction from the Lender or the Borrower (if this Agreement explicitly provides that any such direction may be made by the Borrower) complies with the terms of this Agreement. The Accounts Bank shall have no liability for, nor any responsibility or obligation to confirm, the use or application by the Borrower or the Lender or any other recipient of amounts withdrawn or transferred from any Project Account.

(k) Notwithstanding any other provision of this Agreement or any other Financing Document (but without limiting Sections 2.9(h), (i) and (j)), without the express prior written consent of the Lender, no amount may be withdrawn from any Project Account if an Event of Default would occur as a result of such withdrawal.

(l) On the date of each withdrawal by the Accounts Bank from a Project Account directed by the Borrower, the Borrower shall be deemed to represent and warrant that no Notice of Suspension is in effect and that no Event of Default would occur as a result of such withdrawal, unless the Lender has previously consented in writing to such withdrawal, notwithstanding that a Notice of Suspension is in effect or that an Event of Default would occur as a result of such withdrawal.

2.10 No Security Interests. The Borrower shall not at any time until the Discharge Date create or permit to subsist any Lien (other than (a) first-priority Liens in favor of the Lender arising under this Agreement or the other Security Documents, and (b) other Permitted Liens) on all or any part of any of the Project Accounts or the Account Collateral, or assign, transfer or otherwise dispose of all or any part of its right or title to any of the Project Accounts or the Account Collateral other than in accordance with, or as permitted by, the terms of this Agreement and the other Financing Documents.

2.11 Acknowledgments. Each party to this Agreement acknowledges that neither the Accounts Bank nor the Lender shall incur any obligation or liability in circumstances where there are insufficient funds deposited in or credited to any Project Account to make a payment in full that would otherwise have been made pursuant to the terms of this Agreement, except to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are found in a final non-appealable judgment by a court of competent jurisdiction to have been caused (a) with respect to the Lender, solely by the Lender having acted in contravention of the provisions hereof, or (b) with respect to the Accounts Bank or the Lender, resulting from the Accounts Bank or the Lender’s gross negligence or willful misconduct as

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finally determined in a non-appealable order by a court of competent jurisdiction, as applicable; and, for the avoidance of doubt, neither the Accounts Bank nor the Lender shall have any liability for the acts or omissions of the other party.

2.12 Further Assurances.

(a) The Borrower shall, at any time and from time to time at the first demand of the Accounts Bank or the Lender, and at the sole cost and expense of the Borrower, promptly and duly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action, that may be necessary or required under applicable law or that the Accounts Bank or the Lender may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted hereunder or to enable each of the Accounts Bank and the Lender to exercise and enforce its rights and remedies hereunder with respect to any Account Collateral.

(b) Without limiting the generality of the foregoing, the Borrower will promptly, with respect to the Account Collateral:

(i) execute or authenticate and file such UCC financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, or as the Accounts Bank or the Lender may reasonably request, in order to perfect and preserve the security interest granted or purported to be granted hereunder;

(ii) take all action necessary to ensure that the Lender has control of the Account Collateral as provided in Sections 8-106, 9-104, 9-106 and any other applicable section of the UCC;

(iii) take all action necessary to ensure that the Lender has a first-priority perfected security interest in all Account Collateral described in Section 2.5 under the laws of the jurisdiction in which the Borrower is located (within the meaning of Section 9-307 of the UCC); and

(iv) deliver to the Lender evidence that all other action that the Accounts Bank or the Lender may deem reasonably necessary in order to perfect and protect the security interest created by the Borrower under this Agreement has been taken.

(c) The Borrower hereby authorizes the Lender to file one or more UCC financing or continuation statements, and amendments thereto, relating to all or any part of the Account Collateral, without the signature of the Borrower where permitted by applicable Law.

ARTICLE 3

BORROWER REMAINS LIABLE

Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under its contracts and agreements (including the Financing Documents and the Project Documents) to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Accounts

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Bank or the Lender of any of the rights hereunder shall not release the Borrower from any of its duties or obligations under its contracts and agreements, and (c) neither the Accounts Bank nor the Lender shall have any obligation or liability under the contracts and agreements of the Borrower by reason of this Agreement, nor shall the Accounts Bank or the Lender be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Notwithstanding the foregoing, if the Borrower fails to perform any agreement of the Borrower contained herein, the Lender may (but shall not be obligated to) itself perform, or cause performance of, such agreement, and the expenses of the Lender incurred in connection therewith shall be payable by the Borrower pursuant to Section 9.06 of the Credit Agreement.

ARTICLE 4

THE PROJECT ACCOUNTS

4.1 Establishment of Project Accounts.

(a) On or prior to the Closing Date, the Accounts Bank shall establish and maintain, in the name of the Lender and on the books and records of the Accounts Bank at the offices of the Accounts Bank, the accounts listed in Exhibit A.

(b) The Lender may direct the Accounts Bank to establish and maintain additional Project Accounts and sub-accounts within the Project Accounts from time to time consistent with the terms of the Credit Agreement and the other Financing Documents; provided, that for so long as no Event of Default has occurred and is continuing, no additional Project Accounts and subaccounts may be established without the Borrower’s prior written consent.

4.2 Revenue Account.

(a) Deposits to Revenue Account. The Borrower (or, with respect to amounts transferred from another Project Account, the Lender) shall cause the following amounts to be deposited in, or credited to, the Revenue Account directly or, if received by the Borrower, as soon as practicable (but no more than two (2) Business Days) after receipt:

(i) all Cash Flow;

(ii) any other income received by or on behalf of the Borrower that is not required to be deposited in or credited to another Project Account or applied directly to the Obligations pursuant to the Financing Documents; and

(iii) all other amounts required to be transferred to the Revenue Account from any other Project Account pursuant to this Agreement.

If any of the foregoing amounts required to be deposited with the Accounts Bank in accordance with the terms of this Agreement are received by the Borrower, the Borrower shall hold such payments in trust for the Lender and as promptly as practicable (but no more than two (2) Business Days after receipt) remit such payments to the Accounts Bank for deposit in or credit to the Revenue Account, in the form received, with any necessary endorsements.

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(b) Withdrawals from Revenue Account. The Borrower may request the transfer or withdrawal of funds in the Revenue Account to pay the amounts on the dates and at the priorities set forth in Section 4.2(c) by delivery to the Lender of a Funds Withdrawal/Transfer Certificate at least three (3) Business Days in advance of each Quarterly Payment Date. Within three (3) Business Days following its receipt of such Funds Withdrawal/Transfer Certificate, (i) to the extent that the Lender concurs that all transfers set forth therein are in compliance with the Financing Documents, unless a Notice of Suspension is in effect or an Event of Default has occurred and is continuing or would occur after giving effect to any withdrawal or application of funds contemplated therein, the Lender shall countersign such Funds Withdrawal/Transfer Certificate and deliver such Funds Withdrawal/Transfer Certificate to the Accounts Bank, or (ii) to the extent that the Lender reasonably determines that any proposed transfers set forth in such Funds Withdrawal/Transfer Certificate are not in compliance with the Financing Documents, the Lender shall notify the Borrower of the failure to satisfy such conditions and any matters that must be remedied prior to resubmission of such Funds Withdrawal/Transfer Certificate. Notwithstanding the foregoing, any transfers pursuant to priorities second, third, fourth, fifth or ninth of Section 4.2(c) shall not require a Funds Withdrawal/Transfer Certificate and may be requested by the Lender at any time such payments are due to the Lender pursuant to the Credit Agreement. Upon receipt of a Funds Withdrawal/Transfer Certificate that is duly executed by the Borrower and countersigned by the Lender (or in the case of transfers pursuant to the preceding sentence, written notification from the Lender), the Accounts Bank shall cause funds held in the Revenue Account to be applied pursuant to the instructions set forth in such Funds Withdrawal/Transfer Certificate or other written notification.

(c) Revenue Account Priorities. All funds held in the Revenue Account shall be withdrawn or transferred to pay the following amounts on the dates and at the priorities indicated below:

(i) First, on each Quarterly Payment Date when required, to the Operating Account, the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate as being equal to the excess, if any, of (i) the Operation and Maintenance Expenses due or reasonably expected to become due within the next quarter in an amount not to exceed [***]% of the budgeted Operation and Maintenance Expenses (other than Subordinated Affiliate Payments) for such quarter over (ii) the amount then on deposit in the Operating Account;

(ii) Second, on any date when due and payable, to the Lender, the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate, or otherwise determined by the Lender, as being the amount necessary to pay fees and expenses under the Financing Documents, including without limitation pursuant to Section 3.10 (Fees), Article IV (LIBO Rate and Tax Provisions) and Section 9.06 (Costs and Expenses) of the Credit Agreement;

(iii) Third, on any date when due and payable, to the Lender, the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate, or otherwise determined by the Lender, as being the amount necessary to pay interest on the Loans under the Financing Documents;

[***] Confidential Treatment Requested

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(iv) Fourth, on each Quarterly Payment Date, to the Lender, the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate, or otherwise determined by the Lender, as being the amount necessary to pay any amount of principal of the Loans and any other unpaid Obligations then due under the Financing Documents;

(v) Fifth, on any date when a mandatory prepayment is required pursuant to the Credit Agreement (other than pursuant to Section 3.08(a)(i)(B) of the Credit Agreement), to the Lender, the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate, or otherwise determined by the Lender, as being the amount of such mandatory prepayment;

(vi) Sixth, on each Quarterly Payment Date, to the Debt Service Reserve Account, the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate as being the excess of (x) the Debt Service Reserve Required Amount over (y) the amount then on deposit in the Debt Service Reserve Account;

(vii) Seventh, on each Quarterly Payment Date, if no Event of Default has occurred and is continuing, to the Pledgor (or the Pledgor’s account) the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate as being the amount of the Tax Distribution Amount;

(viii) Eighth, on each Quarterly Payment Date on or after the Date Certain, if no Event of Default has occurred and is continuing, to the applicable payees identified in the Funds Withdrawal/Transfer Certificate, the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate as being (x) any Operation and Maintenance Expenses due or reasonably expected to become due within the next quarter that were not paid to the Operating Account pursuant to priority first, and (y) any Subordinated Affiliate Payments then due or previously due and not yet paid; provided, that after such Operation and Maintenance Expenses and Subordinated Affiliate Payments have been made to the applicable payees pursuant to this priority eighth and identified in the Funds Withdrawal/Transfer Certificate, the remaining amount in the Revenue Account shall not be less than the Minimum Prepaid Expenses Amount;

(ix) Ninth, on each Quarterly Payment Date after a Qualified Customer has been downgraded by Moody’s or S&P to a credit rating lower than Investment Grade, to the Lender, the amount certified by the Borrower in such Funds Withdrawal/Transfer Certificate, or otherwise determined by the Lender, as being the amount necessary to cause the Prospective Debt Service Coverage Ratio (calculated quarterly over a period from the date of determination through the fifty-eighth (58^th) Quarterly Payment Date after the Date Certain) to equal [***], solely with respect to Loans attributable to the Systems that are subject to an Offtake Agreement with such downgraded Qualified Customer; and

(x) Tenth, on each Quarterly Payment Date that is at least ninety (90) days after the Date Certain, if no Event of Default has occurred and is continuing, to the Restricted Payments Account, any remaining amounts in the Revenue Account in excess of the Minimum Prepaid Expenses Amount.

[***] Confidential Treatment Requested

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(d) Instructions to Project Document Counterparties. The Borrower hereby acknowledges that it has irrevocably instructed each counterparty to each Project Document pursuant to which payments may be made to or received by the Borrower to make all such payments directly to the Lender for deposit in, or to be credited to, the Revenue Account and agrees that it will so instruct counterparties to any Project Document executed after the date hereof.

4.3 Operating Account.

(a) Deposits to Operating Account. Funds shall be deposited into the Operating Account pursuant to priority first and eighth of Section 4.2(c) of this Agreement and otherwise in accordance with the terms hereof.

(b) Withdrawals from Operating Account. Unless a Notice of Suspension is in effect or an Event of Default has occurred and is continuing or would occur after giving effect to any application of funds contemplated hereby, and so long as adequate funds are then available in the Operating Account, the Borrower may from time to time (but not more frequently than once per week), by delivery of a Funds Withdrawal/Transfer Certificate to the Accounts Bank (with a copy to the Lender), withdraw or transfer funds from the Operating Account as may be necessary to pay directly any amounts owed by the Borrower for Operation and Maintenance Expenses then due and payable; provided, that such Funds Withdrawal/Transfer Certificate is delivered to the Accounts Bank (with a copy to the Lender) at least two (2) Business Days prior to such proposed withdrawal or transfer date. The Borrower hereby covenants and agrees to apply such amounts exclusively to the payment of Operation and Maintenance Expenses (x) in amounts, to the Persons and otherwise in accordance with the information submitted in the Funds Withdrawal/Transfer Certificate that resulted in the funding of the Operating Account pursuant to Section 4.2 and (y) otherwise in accordance with Section 7.01(j)(iii) of the Credit Agreement.

4.4 Debt Service Reserve Account.

(a) Deposits to Debt Service Reserve Account. Funds shall be deposited into the Debt Service Reserve Account pursuant to priority sixth of Section 4.2(c), Section 6.02(g) of the Credit Agreement and otherwise in accordance with the terms hereof and the terms of the other Financing Documents.

(b) Withdrawals from Debt Service Reserve Account. If the amounts on deposit in the Revenue Account are at any time insufficient for the purposes of paying Debt Service then due and payable, the Lender or the Borrower may direct the Accounts Bank to withdraw Monies from the Debt Service Reserve Account on the date on which payment of such Debt Service is due and payable (to the extent that sufficient funds are then available) and transfer such Monies to the Lender in an amount necessary to cause such Debt Service to be paid in full. Within two (2) Business Days of receipt of such written notification from the Lender, the Accounts Bank shall cause funds held in the Debt Service Reserve Account to be applied pursuant to the instructions set forth in such written notification.

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(c) Excess in Debt Service Reserve Account. If at any time amounts on deposit in or credited to the Debt Service Reserve Account exceed the amount required to be deposited therein or credited thereto pursuant to this Agreement, the Credit Agreement and the other Financing Documents after giving effect to the transfers made pursuant to this Section 4.4, the Borrower may, by delivery of written notice to the Lender (which shall include a certification from the Borrower that, both before and after giving effect to such transfer, the amount on deposit in the Debt Service Reserve Account would be equal to or greater than the Debt Service Reserve Required Amount), request the transfer of such excess amount from the Debt Service Reserve Account to the Revenue Account. As promptly as practicable following receipt by the Lender of such request, so long as no Notice of Suspension has been delivered that has not been withdrawn and no Event of Default has occurred and is continuing or would occur after giving effect to any application of funds contemplated therein, the Lender shall direct the Accounts Bank, in writing, to make the transfers described in such request (which transfers shall be made within two (2) Business Days of such request). Upon receipt of such written notification from the Lender, the Accounts Bank shall cause funds held in the Debt Service Reserve Account to be applied pursuant to the instructions set forth in such written notification.

4.5 Restricted Payments Account.

(a) Deposits to Restricted Payments Account. Funds shall be transferred to the Restricted Payments Account pursuant to priority tenth of Section 4.2(c) and otherwise in accordance with the terms hereof and the terms of the other Financing Documents.

(b) Withdrawals from Restricted Payments Account by the Borrower. Upon the satisfaction of all of the conditions for Restricted Payments set forth in Section 7.02(r) of the Credit Agreement, the Borrower may, by delivery to the Lender of a Restricted Payments Certificate, request the transfer of all or any portion of the Monies on deposit in or credited to the Restricted Payments Account to the Pledgor. As promptly as practicable following receipt by the Lender of such Restricted Payments Certificate, so long as no Notice of Suspension has been delivered that has not been withdrawn and no Event of Default has occurred and is continuing or would occur after giving effect to any application of funds contemplated therein, the Lender shall direct the Accounts Bank to make the transfers described in such Restricted Payments Certificate. Upon receipt of such written notification from the Lender, the Accounts Bank shall cause funds held in the Restricted Payments Account to be applied pursuant to the instructions set forth in such written notification; provided, that if at the time of any such withdrawal the nominal balance of the Tracking Account is a positive amount, then the Lender shall instruct the Accounts Bank first to pay to or for the benefit of the Credit Protection Insurer the amount that corresponds to the positive balance of the Tracking Account (and the Lender shall record the amount of such payment as a debit in the Tracking Account) and thereafter to pay to the Pledgor any remaining amount available to be released from the Restricted Payments Account.

(c) Withdrawals from Restricted Payments Account by the Lender. If any Monies have remained on deposit in or credited to the Restricted Payments Account for more than four (4) consecutive Quarterly Periods without satisfaction of the conditions for the making of Restricted Payments set forth in Section 7.02(r) of the Credit Agreement, the Lender may, by delivery of written notification to the Accounts Bank, request the transfer all or a portion of such

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Monies to the Lender, to be applied by the Lender as a prepayment of the Loans pursuant to, and to the extent provided in, Section 3.08(b) of the Credit Agreement. Upon receipt of such written notification from the Lender, the Accounts Bank shall cause funds held in the Restricted Payments Account to be applied pursuant to the instructions set forth in such written notification.

4.6 Insurance, Condemnation and Extraordinary Proceeds Account.

(a) Deposits into the Insurance, Condemnation and Extraordinary Proceeds Account. Until the Discharge Date, the Borrower shall cause all Insurance Proceeds, all Condemnation Proceeds and all Extraordinary Proceeds to be deposited in or credited to the Insurance, Condemnation and Extraordinary Proceeds Account.

(b) Withdrawals from the Insurance, Condemnation and Extraordinary Proceeds Account. The Borrower shall not make, direct, or request the Accounts Bank to make, any withdrawals from the Insurance, Condemnation and Extraordinary Proceeds Account except as permitted by this Section 4.6 and provided that no Notice of Suspension has been delivered that has not been withdrawn and no Event of Default has occurred and is continuing or would occur as a result of such transfer or withdrawal.

(i) Insurance Proceeds or Condemnation Proceeds of $[***] or Less. The Borrower may apply any Insurance Proceeds (other than amounts received from the Credit Protection Insurer pursuant to the Credit Protection Insurance Policy) and Condemnation Proceeds deposited into the Insurance, Condemnation and Extraordinary Proceeds Account in amounts less than or equal to [***] Dollars ($[***]) arising from any one claim or any series of claims relating to the same occurrence directly for the replacement or repair of damaged assets to which such Insurance Proceeds and Condemnation Proceeds relate. To effect such transfers, the Borrower may from time to time (but not more frequently than once per week) deliver to the Accounts Bank (with a copy to the Lender), at least five (5) Business Days in advance of any such proposed transfers or withdrawals from the Insurance, Condemnation and Extraordinary Proceeds Account, an Insurance, Condemnation and Extraordinary Proceeds Request Certificate, which shall include a certification that such written notification is being delivered, and the withdrawals specified therein are being directed, in accordance with this Agreement and the other Financing Documents, and that the directed withdrawals or transfers will be used exclusively for repair or replacement of damaged assets to which such Insurance Proceeds and Condemnation Proceeds relate.

(ii) Insurance Proceeds or Condemnation Proceeds in Excess of $[***]. The Borrower may apply any Insurance Proceeds (other than amounts received from the Credit Protection Insurer pursuant to the Credit Protection Insurance Policy) and Condemnation Proceeds deposited into the Insurance, Condemnation and Extraordinary Proceeds Account in amounts greater than [***] Dollars ($[***]) arising from any one claim or any series of claims relating to the same occurrence directly for repair or replacement of damaged assets to which such Insurance Proceeds or Condemnation Proceeds relate only if, within sixty (60) days after the occurrence of the Casualty Event or Event of Taking (or such later date as may be acceptable to the Lender) giving rise to such proceeds, the Borrower delivers a Restoration or Replacement Plan to the Lender and the Independent Engineer with respect to

[***] Confidential Treatment Requested

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such Casualty Event or Event of Taking that is based upon or accompanied by, as applicable, each of the following:

(A) a description of the nature and extent of such Casualty Event or Event of Taking;

(B) a bona fide assessment of the estimated cost and time needed to restore or replace the Systems to substantially the same value and general performance capability as prior to such event;

(C) reasonably satisfactory evidence that such Insurance Proceeds and Condemnation Proceeds, together with other funds to be provided by or on behalf of the Borrower, are sufficient to make the necessary restorations or replacements;

(D) a certificate of an Authorized Officer of the Borrower that (1) all work contemplated to be done under the Restoration or Replacement Plan is reasonably expected to be done within the time periods, if any, required under any Project Document; (2) all Governmental Approvals necessary to perform the work have been obtained (or are reasonably expected to be obtained without undue delay); and (3) the System(s) once repaired/restored will continue to perform at or better than the annual levels set forth in then-current Operating Budget (or other levels approved by the Lender);

(E) the Casualty Event or Event of Taking (including the non-operation of the Systems during any period of repair or restoration) has not resulted or would not reasonably be expected to result in a default giving rise to a termination of, or a materially adverse modification of, one or more of the Governmental Approvals necessary for the continued operation of the System that suffered such Casualty Event or Event of Taking or of one or more Project Documents (or, in the case of a default giving rise to a termination of a Project Document, either (x) an agreement replacing such Project Document, in form and substance, and with a counterparty, reasonably satisfactory to the Lender is entered into within thirty (30) days thereof, or (y) such termination could not reasonably be expected to result in a Material Adverse Effect);

(F) after taking into consideration the availability of such Insurance Proceeds or Condemnation Proceeds, Business Interruption Insurance Proceeds and any additional funded equity contributions for the purpose of covering such costs, there will be adequate amounts available to pay all ongoing expenses including Debt Service during the period of repair or restoration;

(G) contractors and vendors of recognized skill, reputation and creditworthiness have executed reconstruction contracts, purchase orders or similar arrangements for the repair, rebuilding or restoration; and

(H) a confirmation by the Independent Engineer of its agreement with the matters set forth in Section 4.6(b)(ii)(A)-(G) and its approval of such Restoration or Replacement Plan.

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Following the Lender’s approval of such Restoration or Replacement plan and confirmation that the conditions referred to in Section 4.6(b) have been satisfied, the Borrower may from time to time (but not more frequently than once per week) deliver to the Accounts Bank (with a copy to the Lender), at least five (5) Business Days in advance of any such proposed transfers or withdrawals from the Insurance, Condemnation and Extraordinary Proceeds Account, an Insurance, Condemnation and Extraordinary Proceeds Request Certificate, which shall include a certification that such written notification is being delivered, and the withdrawals specified therein are being directed, in accordance with this Agreement and the other Financing Documents, and that the directed withdrawals or transfers will be used exclusively for repair or replacement of damaged assets to which such Insurance Proceeds and Condemnation Proceeds relate in accordance with an approved Restoration or Replacement Plan.

(iii) Mandatory Prepayment. If (A) the Borrower does not deliver such Restoration or Replacement Plan and the accompanying deliveries referred to in Section 4.6(b)(ii) within such sixty (60) day period, or (B) after the completion of any repair or restoration of assets with Insurance Proceeds and Condemnation Proceeds, there are excess Insurance Proceeds and Condemnation Proceeds on deposit in or standing to the credit of the Insurance, Condemnation and Extraordinary Proceeds Account, the Lender may, by delivery of written notification to the Accounts Bank, request the transfer of an amount equal to such Insurance Proceeds and Condemnation Proceeds to the Lender, to be applied by the Lender as a prepayment of the Loans pursuant to Section 3.08(a)(i) of the Credit Agreement. Upon receipt of such written notification from the Lender, the Accounts Bank shall cause funds held in the Insurance, Condemnation and Extraordinary Proceeds Account to be applied pursuant to the instructions set forth in such written notification.

(iv) Credit Protection Insurance Policy Proceeds. Promptly upon receiving any amounts from the Credit Protection Insurer pursuant to the Credit Protection Insurance Policy, the Lender shall, or the Borrower shall pay over to the Lender to, apply all such amounts as prepayments of the Loans pursuant to Section 3.08 of the Credit Agreement.

(c) Withdrawals of Asset Disposal Proceeds. If at any time any Extraordinary Proceeds resulting from an asset disposal permitted under Section 7.02(f) (Negative Covenants – Asset Dispositions) of the Credit Agreement are deposited into the Insurance, Condemnation and Extraordinary Proceeds Account, then on any Quarterly Payment Date:

(i) Amounts of $[***] or Less. If such proceeds are in an aggregate amount of [***] Dollars ($[***]) or less (taken together with any other proceeds of asset disposals deposited in the Insurance, Condemnation and Extraordinary Proceeds Account during then-current Fiscal Year), the Borrower may submit an Insurance, Condemnation and Extraordinary Proceeds Request Certificate to the Accounts Bank (with a copy to the Lender), certified by a Financial Officer of the Borrower, directing the transfer of such funds to the Revenue Account. Until receipt of a Notice of Suspension by the Accounts Bank, the Accounts Bank may follow the instructions of the Borrower under this Section 4.6(c)(i) without any consent of or instructions from the Lender or any other Person.

[***] Confidential Treatment Requested

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(ii) Amounts in Excess of $[***]. If such proceeds are in an amount greater than [***] Dollars ($[***]) (taken together with any other proceeds of asset disposals deposited in the Insurance, Condemnation and Extraordinary Proceeds Account during then-current Fiscal Year), such amounts shall be transferred, upon the written instruction of the Borrower or the Lender, to the Lender as a prepayment of the Loans in accordance with Section 3.08(a)(i) (Mandatory Prepayment – Special Events) of the Credit Agreement. Until receipt of a Notice of Suspension by the Accounts Bank, the Accounts Bank may follow the instructions of the Borrower under this Section 4.6(c)(ii) without any consent of or instructions from the Lender or any other Person.

(d) Withdrawal of Project Document Termination Payments. If at any time any Extraordinary Proceeds consisting of Project Document Termination Payments are deposited into the Insurance, Condemnation and Extraordinary Proceeds Account, then, on any Quarterly Payment Date, an amount shall be transferred, upon the written instruction of the Borrower or the Lender, to the Lender for application as a prepayment of the Loans in accordance with Section 3.08(a)(i) (Mandatory Prepayment – Special Events) of the Credit Agreement, in the amount necessary for the principal amount of the Loans remaining after such prepayment to be an amount projected to meet the Debt Sizing Test through the Maturity Date under the Financial Models, assuming for purposes of such calculation a reduction in the Portfolio capacity to the actual Portfolio nameplate capacity and that each of the remaining Systems (if any) operates during future periods at the same capacity factor as such remaining Systems operated during the twelve (12) month period preceding the date of calculation but otherwise changing no assumptions in the Financial Models, with any portion of the Project Document Termination Payment remaining after such application to be deposited in the Revenue Account. Until receipt of a Notice of Suspension by the Accounts Bank, the Accounts Bank may follow the instructions of the Borrower under this Section 4.6(d) without any consent of or instructions from the Lender or any other Person.

4.7 Funds as Collateral. All cash, Cash Equivalents, instruments, securities and other investment property on deposit in or credited to the Project Accounts shall be subject to the Lien of the Lender pursuant to the Security Documents, and shall be held by the Lender as collateral for the Obligations.

4.8 Investment.

(a) Each amount deposited in or credited to a Project Account from time to time shall, from the time it is so deposited or credited until the time it is withdrawn from that Project Account (whether for the purpose of making an investment in Cash Equivalents or otherwise applied in accordance with the terms of this Agreement), earn interest at such rates as may be agreed from time to time by the Borrower, the Lender and the Accounts Bank.

(b) Prior to the receipt by the Accounts Bank of a Notice of Suspension, any amounts held by the Accounts Bank in the Project Accounts shall be invested by the Accounts Bank from time to time, at the risk and expense of the Borrower, solely in such Cash Equivalents as an Authorized Officer of the Borrower shall direct in writing (which may be in the form of a

[***] Confidential Treatment Requested

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standing instruction). In the absence of such instruction from the Borrower, the Accounts Bank shall have no obligation to invest any funds in the Project Accounts. The Borrower shall select Cash Equivalents having such maturities as shall cause the Project Accounts to have a cash balance as of any day sufficient to cover the transfers to be made from the Project Accounts on such day in accordance with this Agreement, the Credit Agreement, the other Financing Documents, the Project Documents and any Additional Project Documents. Upon delivery by the Lender to the Accounts Bank of a Notice of Suspension and until written revocation of such Notice of Suspension is delivered to the Accounts Bank by the Lender, any amounts held by the Accounts Bank in the Project Accounts shall be invested by the Accounts Bank from time to time solely in such Cash Equivalents as the Lender, in its sole discretion, may direct; provided, that the Accounts Bank’s obligation to invest such amounts is conditioned upon receipt by the Accounts Bank of a valid United States Department of the Treasury Internal Revenue Service tax Form W-9 in accordance with Section 4.8(e). Neither the Accounts Bank nor the Lender shall be held liable for the selection of Cash Equivalents, for determining whether an investment constitutes a Cash Equivalent or by reason of any insufficiency in the any Project Account resulting from any loss on any investment included therein. In addition, neither the Accounts Bank nor the Lender shall have any liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Borrower to provide timely written investment direction.

(c) In the event that the cash balance in any of the Project Accounts is as of any day insufficient to cover the transfers to be made from such Project Account on such day (and if advised in writing by the Lender or the Borrower of such circumstances), the Lender may (but shall not be obligated to) direct the Accounts Bank, without instructions from the Borrower, to sell or liquidate the Cash Equivalents standing to the credit of such Project Account (without regard to maturity date) in such manner as the Lender may direct in order to obtain cash at least sufficient to make such transfers and to pay any expenses and charges incurred in connection with effecting any such sale or liquidation, which expenses and charges the Accounts Bank shall be authorized to pay with cash on deposit in such Project Account. Neither the Accounts Bank nor the Lender shall be liable to any Person for any loss suffered because of any such sale or liquidation.

(d) All interest and other investment income earned from investments in Cash Equivalents made from amounts in any Project Account shall remain in such Project Account until transferred from such Project Account in accordance with the terms of this Agreement.

(e) It is acknowledged by the parties hereto that all investment income earned on amounts on deposit in or credited to the Project Accounts for all Tax purposes shall be attributed to and be income of the Borrower. The Borrower shall be responsible for determining any requirements for paying Taxes or reporting or withholding any payments for Tax purposes hereunder. The Borrower shall prepare and file all Tax information required with respect to the Project Accounts. The Borrower agrees to indemnify and hold the Lender and the Accounts Bank harmless against all liability for Tax withholding and/or reporting for any investment income earned on the Project Accounts and payments in respect thereof. Such indemnities shall survive the termination or discharge of this Agreement or resignation or removal of the Accounts Bank. Neither the Lender nor the Accounts Bank shall have any obligation with respect to the

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making of or the reporting of any payments for Tax purposes. From time to time, and as reasonably requested by the Accounts Bank, the Borrower shall provide to the Accounts Bank a United States Department of the Treasury Internal Revenue Service tax Form W-9 or other appropriate form required with respect to the withholding or exemption from withholding of income tax on any investment income earned on the Project Accounts. The Accounts Bank shall be entitled to request from the Borrower, and rely on, an opinion of legal counsel (which may be counsel to the Borrower) in connection with the reporting of any earnings with respect hereto.

4.9 Inadequately Identified Amounts. In the event that the Lender receives notice from the Accounts Bank with respect to any amount which is inadequately or incorrectly identified as to the Project Account into which such amount is to be credited, the Lender shall notify the Borrower of such event and shall consult with the Borrower as to the Project Account into which such amount should be credited. The Lender shall direct the Accounts Bank to credit such amount to the Revenue Account until such time as the Lender and the Borrower agree on which other Project Account should be credited in accordance with the Financing Documents, in which case the Lender shall direct the Accounts Bank to credit such amount to the such other Project Account.

4.10 Other Bank and Securities Accounts. Upon (a) the establishment of any bank or securities account (in addition to the Project Accounts set forth hereunder) in which the Borrower has any right, title or interest and which is established in any way in connection with the Systems, and (b) any changes in the account number or other identifying attributes of any Project Account or such other bank or securities account, and at any other time and from time to time when reasonably requested by the Lender, the Borrower shall execute and deliver to the Lender, as security for the Obligations, such amendments or supplements to this Agreement and any other documents as are necessary or reasonably appropriate that are so requested by the Lender to create and perfect: (i) in the case of all Project Accounts, a first-priority Lien (subject only to Permitted Liens) in favor of the Lender; and (ii) in the case of any other bank or securities account, a first-priority Lien (subject only to Permitted Liens) in favor of the Lender, over the Borrower’s right, title and interest in and to such Project Account or such other bank or securities account, from time to time as security for the Obligations.

4.11 Optional Prepayment of Loan from Reserve Accounts. If on any date, the aggregate amount of all Monies on deposit in the Debt Service Reserve Account and the Restricted Payments Account exceeds the outstanding principal amount of the Loans and all other Obligations of the Borrower owing under the Financing Documents, then the Borrower may make a voluntary prepayment of the Loans and such Obligations from such Monies in such Project Accounts in accordance with Section 3.07 of the Credit Agreement.

4.12 Accounts Information.

(a) The Accounts Bank will:

(i) within fifteen (15) Business Days after the end of the month in which the first deposit is made into any Project Account and within fifteen (15) Business Days after the end of each month thereafter, provide the Borrower and the Lender a report with respect

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to the Project Accounts, setting forth in reasonable detail all deposits to and disbursements from each of the Project Accounts during such month, including the date on which made, and the balances of and any investments in each of the Project Accounts at the end of such month;

(ii) within ten (10) Business Days after receipt of any written request by the Borrower or the Lender, provide to the Borrower or the Lender, as the case may be, such other information as the Borrower or the Lender, as the case may be, may reasonably specify regarding all Cash Equivalents and any other investments made by the Accounts Bank pursuant hereto and regarding amounts available in the Project Accounts; and

(iii) without in any way limiting the foregoing, provide the Borrower and the Lender with such additional information regarding the Project Accounts as the Borrower or the Lender may reasonably request from time to time.

(b) The Accounts Bank will maintain all of the Project Accounts and all books and records with respect thereto as may be necessary to record properly all transactions carried out by it under this Agreement.

(c) If, to the knowledge of the Accounts Bank, any Cash Equivalent ceases to be a Cash Equivalent, the Accounts Bank will, as soon as reasonably practicable after becoming aware of such cessation, notify the Lender and the Borrower in writing of such cessation and, upon the written direction of the Borrower (or, if the Borrower fails to provide direction within three (3) Business Days of the date of the Accounts Bank’s notice, upon the written direction of the Lender), will cause the relevant investment to be replaced by a Cash Equivalent or by cash; provided, that this Section 4.12(c) will not oblige the Accounts Bank to liquidate any investment earlier than its normal maturity date unless (i) directed to do so under Section 4.8 or (ii) the maturity date of the relevant investment exceeds the maturity date that would enable it to continue to qualify as a Cash Equivalent; and provided, further, the Accounts Bank shall have no liability in the event it fails to send such notice to the Borrower or the Lender.

ARTICLE 5

DEFAULT AND ENFORCEMENT

5.1 Notices of Suspension of Project Accounts.

(a) The Lender may suspend the right of the Borrower to withdraw or otherwise deal with any funds deposited in or credited to the Project Accounts at any time during the occurrence and continuance of an Event of Default by delivering a written notice to the Accounts Bank (with a copy to the Borrower) (a “Notice of Suspension”).

(b) Notwithstanding any other provision of the Credit Agreement or any other Financing Document to the contrary, after the issuance by the Lender of a Notice of Suspension in accordance with Section 5.1(a) and until such time as the Lender advises the Accounts Bank and the Borrower in writing that it has withdrawn such Notice of Suspension (which it shall do promptly if such Event of Default is no longer continuing or has been waived), no amount may

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be withdrawn by the Borrower from any Project Account, including for investment in Cash Equivalents, without the express prior written consent of the Lender.

5.2 Lender Appointed Attorney-in-Fact. The Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact (which appointment as attorney-in-fact shall be coupled with an interest), with full authority, if a Notice of Suspension has been delivered by the Lender and until such Notice of Suspension has been withdrawn, to take any action and to execute any and all documents and instruments in the place and stead of the Borrower and in the name of the Borrower or otherwise, that the Lender may deem necessary or advisable to accomplish the purposes of this Agreement in a commercially reasonable manner to the extent required by the UCC, without notice to the Borrower, including:

(a) if an Event of Default has occurred and is continuing, to exercise the rights and remedies set forth in this Agreement and the other Financing Documents;

(b) to take any action that the Lender may, in its discretion and at the Borrower’s expense, deem necessary or appropriate (i) to perfect, maintain and enforce any security interest or other Lien created in favor of the Lender, (ii) to create, perfect, maintain and enforce any security interest or other Lien granted or purported to be granted hereby or (iii) to otherwise accomplish the purposes of this Agreement;

(c) to receive, endorse and collect all funds or other property in which the Borrower has an interest and that would constitute Collateral under the terms of this Agreement or the other Financing Documents, in each case representing any proceeds, dividends, interest payments or other distributions constituting Collateral or any part thereof and to give full discharge for the same and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed necessary or appropriate by the Lender for the purpose of collecting any and all of such proceeds, dividends, payments or other distributions;

(d) to pay or discharge taxes and liens levied or placed on the Collateral; provided, that the Lender shall use commercially reasonable efforts to notify the Borrower of such taxes prior to payment thereof to the relevant Governmental Authority;

(e) (i) to direct any party liable for any payment under or with respect to any of the Collateral to make payment of any and all moneys due or to become due thereunder or with respect thereto directly to the Lender or as the Lender may direct, (ii) to ask or make, demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any of the Collateral, (iii) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any of the Collateral, (iv) to defend any suit, action or proceeding brought against the Borrower with respect to any of the Collateral and (v) to settle, compromise or adjust any suit, action or proceeding described in Sections 5.2(e)(iii) and (iv) and, in connection therewith, to give such discharges or releases as the Lender may deem appropriate;

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(f) to execute, in connection with any sale, lease, license or other disposition permitted to be made by the Lender hereunder, any endorsements, assignments, transfer statements or other instruments of conveyance or transfer with respect to the Collateral, and to file or register the same if required by applicable Law; and

(g) to communicate in its own name with any party to any agreement or instrument included in the Collateral, at any reasonable time, with regard to any matter relating to such agreement or instrument.

5.3 Enforcement.

(a) Notwithstanding any other provision of the Credit Agreement or any other Financing Document to the contrary, the Lender or its designee may at any time during the occurrence and continuance of an Event of Default, and following delivery of a Notice of Suspension that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Section 5.3) take enforcement action with respect to the Project Accounts and the Collateral as provided in Article VI of the Security Agreement. Without limitation and in addition to any and all rights with respect to the Project Accounts and the Collateral under the Credit Agreement or any other Financing Document, the Lender may take enforcement action by:

(i) personally, or by attorneys, taking possession of the Project Accounts and the Collateral or any part thereof, from the Accounts Bank, the Borrower or any other Person that then has possession of any part thereof with or without notice or process of law;

(ii) instructing any obligor, guarantor or counterparty to any agreement, instrument or other obligation in respect of or relating to the Borrower or the Project Accounts and the Collateral to make any payment required by the terms of such agreement, instrument or obligation directly to the Lender;

(iii) taking possession of the Project Accounts and the Collateral or any part thereof by directing the Accounts Bank or the Borrower, as the case may be, to deliver the same to the Lender at any place or places designated by the Lender;

(iv) foreclosing on the Collateral as herein provided or in any manner permitted by applicable Law (including through any permitted non-judicial foreclosure) either concurrently or in such order as the Lender may determine without affecting the rights or remedies to which the Lender may be entitled under this Agreement, the Credit Agreement, or any other Financing Document. The Borrower hereby waives, to the extent permitted by applicable Law, notice and judicial hearing in connection with the Lender’s taking possession or commencing any collection, recovery, receipt, appropriation, repossession, retention, set-off, sale, leasing, licensing, conveyance, assignment, transfer, liquidation, or other disposition of or realization upon any or all of the Collateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any right to any such notice which the Borrower would otherwise have under applicable Law;

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(v) withdrawing any and all cash and liquidating any and all funds in any of the Project Accounts and applying such funds in accordance with Section 5.5 of this Agreement; or

(vi) selling, assigning or otherwise liquidating the Project Accounts or the Collateral, or any part thereof, at a public or private sale, for cash, upon credit or for future delivery, and at such prices as the Lender may deem satisfactory, and taking possession of the proceeds of any such sale or liquidation.

(b) Notwithstanding anything to the contrary in this Agreement, the Credit Agreement or any other Financing Document, the Borrower acknowledges that if an Event of Default has occurred and is continuing, and following delivery of a Notice of Suspension to the Accounts Bank that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Section 5.3(b)), the Lender is entitled to apply amounts deposited in or credited to any Project Account as contemplated in Section 5.5 of this Agreement.

(c) The Lender may, during the continuance of an Event of Default, and at any time following the delivery of a Notice of Suspension to the Accounts Bank and until such notice has been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Section 5.3(b)), exercise its rights under this Section 5.3 as frequently, and as many times, as it considers appropriate.

5.4 Lender’s Discretionary Powers. Nothing in this Article V shall impair the right of the Lender in its discretion to take or omit to take any action deemed proper by the Lender and which action or omission is consistent with the provisions of this Agreement and the other Financing Documents.

5.5 Application of Payments and Proceeds.

(a) Notwithstanding any provision of this Agreement or any other Financing Document to the contrary, all payments received or collected by the Lender (including proceeds from the realization of Collateral) upon the occurrence and during the continuance of an Event of Default or after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), upon the occurrence of a termination event (as defined under a Secured Rate Contract) with the Borrower as the affected party, upon an Event of Default (as defined under a Secured Rate Contract) with respect to which the Borrower is the defaulting party under a Secured Rate Contract, or upon the designation of an early termination date with respect to any Secured Rate Contract with the Borrower as the defaulting or affected party, shall be applied as follows:

(i) first, to payment of fees, costs, expenses and any other amounts payable or reimbursable by the Borrower to the Accounts Bank, in each case, in accordance with Section 7.8 of this Agreement;

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(ii) second, to payment of costs and expenses payable or reimbursable by the Borrower to the Lender under the Financing Documents;

(iii) third, to (A) the payment of all accrued and unpaid interest on the Obligations and fees owed to the Lender, and (B) the payment of any ordinary-course settlement payments (including “Unpaid Amounts” as defined in any Secured Rate Contract) then due and payable to any Secured Swap Provider under its Secured Rate Contracts, after such ordinary-course settlement payments have been reduced by the amount of any cash collateral that has been made available to such Secured Swap Provider to secure the obligations under such Secured Rate Contract;

(iv) fourth, to (A) the payment of principal of the Loans; (B) the payment of all termination payments (but excluding Unpaid Amounts paid under clause “second” above) under the Secured Rate Contracts then due and payable to any Secured Swap Provider, after such termination payments have been reduced by the amount of any cash collateral that has been made available to such Secured Swap Provider to secure the obligations under such Secured Rate Contract; and (C) the cash collateralization of any other unmatured Secured Swap Obligations in an amount necessary to secure the obligations of the Borrower to any Secured Swap Provider under its Secured Rate Contracts;

(v) fifth, to payment of any other amounts owing constituting Obligations; and

(vi) sixth, any remainder shall be for the account of and paid to whomever may be lawfully entitled thereto.

In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (y) the Lender, each Secured Swap Provider and each other Person entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.

(b) The Borrower shall have no right to specify the order or the accounts to which the Lender shall allocate or apply any payments required to be made by the Borrower to the Lender or otherwise received by the Lender under this Agreement when any such allocation or application is not specified elsewhere in this Agreement.

(c) When the Accounts Bank and the Lender incur expenses or render services in connection with an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable bankruptcy Law.

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ARTICLE 6

TERMINATION

On the Discharge Date, all rights to the Collateral that have not been sold or otherwise applied pursuant to the terms hereof or any other Financing Document shall automatically revert to the Borrower, its successors or assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, the Lender will, at the Borrower’s expense, execute and deliver to the Borrower such documents as the Borrower shall reasonably request to evidence such termination.

ARTICLE 7

THE ACCOUNTS BANK

7.1 Duties of the Accounts Bank.

(a) The Accounts Bank, acting as securities intermediary, will have the obligations of a “securities intermediary” under Article 8 of the UCC, and acting as a bank with respect to the Project Accounts, will have the obligations of a “bank” under Article 9 of the UCC. The Accounts Bank will also have those duties and responsibilities expressly set forth in this Agreement, and no additional duties, responsibilities, obligations or liabilities shall be inferred from the provisions of this Agreement or imposed on the Accounts Bank. The Accounts Bank will act at the written direction of the Lender and, as expressly provided in this Agreement, the Borrower, but will not be required to take any action that is contrary to this Agreement or applicable Law or that, in its reasonable judgment, would involve it in expense or liability, unless it has been furnished with adequate indemnity and/or security against such expense or liability. The Accounts Bank will have no responsibility to ensure the performance by any other party of its duties and obligations hereunder. The Accounts Bank will use the same care with respect to the safekeeping and handling of property held in the Project Accounts as the Accounts Bank uses in respect of property held for its own sole benefit. The provisions of this Article 7 are solely for the benefit of the Accounts Bank and the Lender.

(b) In performing its functions and duties under this Agreement, the Accounts Bank will act solely as the depository of the Lender, and as securities intermediary or as a bank, as the case may be, with respect to the Project Accounts for the benefit of the Lender. The Accounts Bank does not assume and will not be deemed to have assumed any obligation toward or relationship of agency or trust with or for the Borrower or any Person other than the Lender. Neither the Lender nor the Borrower will have any rights against the Accounts Bank hereunder, other than for the Accounts Bank’s gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction. Except as otherwise expressly provided in this Agreement, the Borrower will not have any right to direct the Accounts Bank to distribute or allocate any funds, instruments, securities, financial assets or other assets in the Project Accounts or to withdraw or transfer any funds, instruments, securities, financial assets or other assets from the Project Accounts. Except as otherwise expressly provided in this Agreement, the Lender will have the sole right to issue directions and instructions to the Accounts Bank, acting as securities intermediary or bank, as the case may be, in accordance with this Agreement, and to issue entitlement orders with respect to the Project Accounts. It is

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expressly understood and agreed that any investment made with funds held in the Project Accounts may be made only in accordance with the express provisions of Section 4.8 and, when an investment is so made, it is expressly understood and agreed that such investment was made with the permission of the Lender in the exercise of its exclusive possession of, and dominion and control over, the Project Accounts, which it maintains through the Accounts Bank.

7.2 Exculpatory Provisions.

(a) Neither the Accounts Bank nor any of its directors, officers, employees or agents will have any duties or obligations except those expressly set forth herein or required by applicable law. Without limiting the generality of the foregoing, the Accounts Bank shall not:

(i) be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;

(ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Accounts Bank is required to exercise as directed in writing by the Lender; provided, that the Accounts Bank shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Accounts Bank to liability or that is contrary to this Agreement or applicable Law; and provided, further, that no such direction given to the Accounts Bank that in the sole judgment of the Accounts Bank imposes, or purports to impose, or might reasonably be expected to impose upon the Accounts Bank any obligation or liability not set forth herein or arising hereunder shall be binding upon the Accounts Bank unless the Accounts Bank, in its sole discretion, accepts such direction;

(iii) except as expressly set forth herein, have any duty to disclose, nor shall the Accounts Bank be liable for any failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Accounts Bank or any of its Affiliates in any capacity; or

(iv) be required to institute any legal proceedings arising out of or in connection with, or otherwise take steps to enforce, this Agreement other than on the instructions of the Lender together with such security or indemnity from the Lender as the Accounts Bank may require in its sole discretion.

(b) Neither the Accounts Bank nor any of its directors, officers, employees or agents shall be liable for any action taken or not taken by it (i) with the prior written consent or at the request of the Lender, (ii) as may be reasonably necessary, or as the Accounts Bank may believe in good faith to be necessary, under the circumstances as provided in Section 2.1 or (iii) in the absence of its own gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction.

(c) Neither the Accounts Bank nor any of its directors, officers, employees or agents shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, the Credit Agreement,

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or any other Financing Document, (ii) the contents of any certificate, report, opinion or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein (including the use of proceeds) or the occurrence or continuance of any Event of Default, (iv) the validity, enforceability, effectiveness, genuineness or admissibility in evidence of this Agreement, the Credit Agreement, any other Financing Document, or any other agreement, instrument or document, or the perfection or priority of any Lien or security interest created or purported to be created by any Security Document (or title to or rights in any collateral under any Security Document), or (v) the satisfaction of any condition set forth in Article VI of the Credit Agreement or elsewhere herein or therein, other than to confirm receipt of items expressly required to be delivered to the Accounts Bank under this Agreement.

(d) The Accounts Bank may, unless and until it has received directions from the Lender, take such action or refrain from taking such action in respect of an Event of Default of which the Accounts Bank has been advised in writing by the Lender as it shall reasonably deem advisable in the best interests of the Lender (but shall not be obligated to do so).

(e) The Accounts Bank shall not be under any duty to give the funds deposited with it hereunder any greater degree of care than it gives the property of its other customers and shall not be required to invest any funds held hereunder except as directed in accordance with this Agreement. The Accounts Bank’s duties under this Agreement are ministerial in nature. Except as provided herein, the Accounts Bank shall not incur any liability for any action taken or omitted in reliance upon any Funds Withdrawal/Transfer Certificates, Insurance Condemnation and Extraordinary Proceeds Request Certificates or other certificate, instrument, order, request, direction or instruction that the Accounts Bank shall in good faith believe to be genuine and in accordance with this Agreement. The Accounts Bank shall not be responsible for determining and verifying the authority of any person acting or purporting to act on behalf of any party to this Agreement. The Accounts Bank shall have no duty to risk or advance its own funds in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable and documented grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. All requests, directions, certificates and notices to be furnished to the Accounts Bank hereunder shall be in writing. The Accounts Bank shall not be responsible for the provisions or requirements of the Credit Agreement, Financing Documents (other than this Agreement) or any other document to which the Accounts Bank is not a party in its capacity as such. In no event shall the Accounts Bank be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Accounts Bank has been advised of the likelihood of such loss or damage and regardless of the form of action. Notwithstanding anything to the contrary contained herein, the Accounts Bank shall not be responsible for the calculation of any amounts hereunder and shall be entitled to conclusively rely on the accuracy of any and all amounts stated in each Funds Withdrawal/Transfer Certificate and Insurance Condemnation and Extraordinary Proceeds Request Certificate delivered hereunder.

7.3 Reliance by the Accounts Bank. The Accounts Bank shall be entitled to rely upon, and shall not (nor shall any of its directors, officers, employees or agents) incur any

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liability for relying upon, any notice, request, certificate (including, but not limited to, Funds Withdrawal/Transfer Certificates and Insurance, Condemnation and Extraordinary Proceeds Request Certificates, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) reasonably believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person and the Accounts Bank shall not be liable for anything it may do or refrain from doing in connection with its duties or obligations hereunder except as a result of its own gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction. The Accounts Bank also may rely upon any statement made to it orally or by telephone and reasonably believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Accounts Bank may consult with legal counsel (who may be counsel for the Borrower) and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel. The Accounts Bank may at any time and from time to time solicit written instructions in the form of directions from the Lender or an order of a court of competent jurisdiction, as to any action that it may be requested or required to take, or that it may propose to take, in the performance of any of its obligations under this Agreement.

7.4 Written Instructions; Notices.

(a) Notwithstanding anything in this Agreement, the Credit Agreement or any other Financing Document to the contrary, the Accounts Bank shall have no obligation to (i) make any payment, transfer or withdrawal from any Project Account until it has received written direction to make such payment, transfer or withdrawal from the Lender or, to the extent expressly provided in this Agreement or otherwise with the Lender’s written confirmation, the Borrower or (ii) determine whether any payment, transfer or withdrawal from any Project Account made in accordance with any written direction from the Lender or the Borrower complies with the terms of this Agreement, the Credit Agreement or any other Financing Document. The Accounts Bank shall have no liability for, nor any responsibility or obligation to confirm, the use or application by the Borrower, the Lender or any other recipient of amounts withdrawn or transferred from any Project Account.

(b) Except as otherwise provided in this Agreement, the Accounts Bank shall take action under this Agreement only as it shall be directed in writing by the Lender. In each case that the Accounts Bank may or is required to take any action (an “Accounts Bank Action”), including without limitation to make any determination or judgment, to give consents, to exercise rights, powers or remedies or otherwise to act hereunder, the Accounts Bank may seek direction from the Lender and shall be entitled to refrain from such the Accounts Bank Action unless and until it has received such direction and security or indemnity satisfactory to the Accounts Bank and shall not incur any liability to any Person by reason of so refraining.

7.5 Resignation or Removal of the Accounts Bank.

(a) The Accounts Bank may resign from the performance of all its functions and duties hereunder at any time by giving thirty (30) days’ prior notice to the Borrower and the Lender. The Accounts Bank may be removed (i) at any time by the Lender, or (ii) in the event of a material breach by the Accounts Bank of its duties hereunder, by the Borrower in consultation

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with the Lender. Such resignation or removal shall take effect upon the appointment of a successor Accounts Bank, in accordance with this Section 7.5.

(b) Upon the notice of resignation by the Accounts Bank or upon the removal of the Accounts Bank pursuant to Section 7.5(a), the Lender shall appoint a successor Accounts Bank hereunder, which shall be a commercial bank having a combined capital and surplus of at least Two Hundred Million Dollars ($200,000,000). If no successor Accounts Bank has been appointed and has accepted its appointment within thirty (30) days, the resigning or removed Accounts Bank may, at the expense of the Borrower, petition a court of competent jurisdiction for the appointment of a successor Accounts Bank.

(c) Such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Accounts Bank, and the retiring (or removed) Accounts Bank shall be discharged from all of its duties and obligations hereunder. After the retirement or removal of the Accounts Bank hereunder, the provisions of this Article 7 shall continue in effect for the benefit of the retiring (or removed) Accounts Bank in respect of any actions taken or omitted to be taken by it while the retiring or removed Accounts Bank was acting as the Accounts Bank.

(d) The retiring or removed Accounts Bank will promptly, upon payment of all the outstanding fees and expenses of the Accounts Bank, transfer all of the Project Accounts and the Account Collateral to the possession or control of the successor Accounts Bank and will, at the sole cost and expense of the Borrower, execute and deliver such notices, instructions and assignments (in form and substance reasonably satisfactory to the Accounts Bank) as may be reasonably necessary or desirable to transfer the rights of the Accounts Bank, together with all records and reports, with respect to the Project Accounts and the Account Collateral to the successor Accounts Bank.

7.6 No Amendment to Duties of the Accounts Bank Without Consent. The Accounts Bank shall not be bound by any waiver, amendment, supplement or modification of this Agreement that affects its rights or duties hereunder or thereunder unless the Accounts Bank has given its prior written consent, in its capacity as the Accounts Bank, thereto.

7.7 Force Majeure. In no event shall the Accounts Bank be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Accounts Bank shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

7.8 Indemnity; Fees and Expenses.

(a) The Borrower and Lender, jointly and severally, agree to indemnify and hold harmless the Accounts Bank, its officers, employees, agents and their respective Affiliates

34

from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses and disbursements of any kind or nature whatsoever (including costs and expenses of its counsel) that may be imposed on, incurred by, or asserted against the Accounts Bank, its officers, employees, agents or their respective Affiliates by any Person in any way relating to or arising out of (i) this Agreement and the transactions hereunder (including, without limitation, enforcement of this Agreement) or (ii) any action taken or omitted by the Accounts Bank in accordance with this Agreement; provided that the Borrower and Lender will not be liable to the Accounts Bank, its officers, employees, agents or their respective Affiliates for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from the Accounts Bank’s, its officers’, employees’, agents’ or their respective Affiliates’ gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction.

(b) The Borrower agrees to pay to the Accounts Bank its reasonable expenses (including reasonable counsel fees and expenses) and the fees separately agreed to by the Borrower and the Accounts Bank in the Accounts Bank Fee Agreement.

(c) The obligations of the Borrower and Lender to the Accounts Bank under this Section 7.8 or contained in any separate agreement referred to in this Article shall survive the termination of this Agreement and the resignation or removal of the Accounts Bank.

ARTICLE 8

MISCELLANEOUS PROVISIONS

8.1 Amendments; Waivers.

(a) Neither this Agreement nor any of the terms of this Agreement may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing and signed by the parties to this Agreement.

(b) The waiver (whether express or implied) by the Lender of any breach of the terms or conditions of this Agreement shall not prejudice any remedy of the Lender in respect of any continuing or other breach of the terms and conditions hereof, and shall not be construed as a bar to any right or remedy which the Lender would otherwise have on any future occasion under this Agreement.

(c) No failure to exercise nor any delay in exercising, on the part of the Lender of any right, power or privilege under this Agreement shall operate as a waiver thereof; further, no single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. All remedies hereunder and under the other Security Documents are cumulative and are not exclusive of any other remedies that may be available to the Lender, whether at law, in equity or otherwise.

8.2 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the respective successors or permitted assigns of the parties hereto.

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The Borrower may not make an assignment or other transfer of this Agreement or any interest herein, unless it has obtained the prior written consent of the Accounts Bank (not to be unreasonably withheld) and the Lender.

8.3 Notices. All notices and other communications provided to any party hereto shall be in writing or by electronic mail or facsimile and addressed, delivered or transmitted to such party at its “Address for Notices” specified below its name on the signature pages hereof or at such other address or facsimile number as may be designated by such party in a written notice to the other parties. All notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be considered as properly given (a) if delivered in Person, (b) if sent by overnight delivery service for inland delivery or international courier for international delivery, (c) in the event overnight delivery service or international courier service is not readily available, if mailed by first class mail (or airmail for international delivery), postage prepaid, registered or certified with return receipt requested, (d) if sent by facsimile or telecopy with transmission verified or (e) if transmitted by electronic mail (with such transmission verified). Notice so given shall be effective upon delivery to the addressee, except that communication or notice so transmitted by facsimile or telecopy or other direct written electronic means shall be deemed to have been validly and effectively given on the day (if a Business Day and, if not, on the next following Business Day) on which it is validly transmitted if transmitted (with such transmission verified) before 2:00 p.m., recipient’s time, and if transmitted after that time, on the next following Business Day.

8.4 Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.

8.5 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REFERENCE TO CONFLICTS OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Jurisdiction shall lie in the State of California. All disputes, controversies, claims, actions and similar proceedings arising with respect to the Project Accounts, this Agreement or any related agreement or transaction shall be brought in the United States District Court for the Northern District of California.

8.6 Waiver of Trial by Jury. EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH OF THEM, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT OR FINANCING DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTION OF ANY OF THEM. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT

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OR RELINQUISHED BY ANY OF THE PARTIES HERETO, EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF THEM.

8.7 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect (whether under applicable Law or otherwise), the parties hereto agree to the fullest extent they may effectively do so that the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

8.8 Captions. The headings of the several articles and sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

8.9 Severability. In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect (whether under applicable Law or otherwise), the parties hereto agree to the fullest extent they may effectively do so that the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiations to replace the invalid, illegal or unenforceable provision.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Accounts Agreement to be duly executed and delivered by their respective duly authorized officers as of the date first written above.

2013B ESA PROJECT COMPANY, LLC,
as the Borrower
By:	/s/ Sendel Atreya
	Name: Sendel Atreya
	Title: Vice President
Address for Notices:
	2013B ESA Project Company, LLC c/o Bloom Energy Corporation 1299 Orleans Drive
	Sunnyvale, California 94089-1137 Attn: Bill Brockenborough Telephone:
	Fax:
	Email:

[Signature Page to Accounts Agreement (PPA lllb)]

SILICON VALLEY BANK,
as the Lender and as Agent for the Secured Swap Providers
By:	/s/ Dan Baldi
	Name: Dan Baldi
	Title: Managing Director
Address for Notices:
	555 Mission Street, 9th Floor San Francisco, California 94105 Attn: Dan Baldi
	Fax: N/A
	Email:

[Signature Page to Accounts Agreement (PPA I/lb)]

THE BANK OF NEW YORK MELLON,
as the Accounts Bank
By:	/s/ Latoya S. Elvin
	Name: Latoya S. Elvin
	Title: Vice President
Address for Notices:
	101 Barclay Street, 7 West New York, New York 10286
	Attn: Corporate Trust Administrator
	Fax:
	Email:

[Signature Page to Accounts Agreement (PPA llfb)]

EXHIBIT A

Project Accounts

Name of Account	Account No.
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]
[***]		[***]

WIRE TRANSFER INSTRUCTIONS

THE BANK OF NEW YORK MELLON

ABA Routing No: [***]

Credit Acct: [***]

Account Name: [***]

Reference: For further credit to Account No. [***]

[***] Confidential Treatment Requested

EXHIBIT B

FORM OF FUNDS WITHDRAWAL/TRANSFER CERTIFICATE

[Accounts Bank]

[Address]

This Funds Withdrawal/Transfer Certificate is delivered by 2013B ESA Project Company, LLC (the “Borrower”) pursuant to the Accounts Agreement, dated as of July 19, 2013 (the “Accounts Agreement”), by and among the Borrower, Silicon Valley Bank (the “Lender”) and                      (the “Accounts Bank”). Capitalized terms used but not defined herein have the meanings specified in the Accounts Agreement.

***********************************************************

[I. Withdrawals from Revenue Account

Consistent with the terms of, and as contemplated by, Section 4.2(c) of the Accounts Agreement, the Borrower hereby requests that the Accounts Bank make the following withdrawals from the Revenue Account on [            , 20     ]¹ for the following purposes and in the following order of priority:

First, a transfer of $[            ] (which represents an amount equal to the excess, if any, of (i) the Operation and Maintenance Expenses due or reasonably expected to become due within the next quarter in an amount not to exceed [***]% of the budgeted Operation and Maintenance Expenses (other than Subordinated Affiliate Payments) for such quarter over (ii) the amount on deposit in the Operating Account) to the Operating Account;

Second, a transfer of $[            ] (which represents an amount equal to the amount necessary to pay fees and expenses under the Financing Documents) to the Lender;

Third, a transfer of $[            ] (which represents an amount equal to the amount necessary to pay interest on the Loans under the Financing Documents) to the Lender;

Fourth, a transfer of $[            ] (which represents an amount equal to the amount necessary to pay any amount of principal of the Loans and any other unpaid Obligations due under the Financing Documents) to the Lender;

Fifth, a transfer of $[            ] (which represents the amount required to prepay the Loans pursuant to the Credit Agreement (other than Section 3.08(a)(i)(B) of the Credit Agreement) to the Lender;

¹  Insert date at least two (2) Business Days after the date the Accounts Bank receives this proposed transfer certificate.

[***] Confidential Treatment Requested

Sixth, a transfer of $[            ] (which represents an amount equal to the excess of (i) the Debt Service Reserve Required Amount over (ii) the amount on deposit in the Debt Service Reserve Account) to the Debt Service Reserve Account;

Seventh, a transfer of $[            ] (which represents an amount equal to applicable [Tax Distribution Amount]) to [            ]²;

Eighth, a transfer of $[            ]³ (which represents an amount equal to Operation and Maintenance Expenses and Subordinated Affiliated Payments due or previously due and not yet paid) to [            ]⁴;

Ninth, a transfer of $[            ] (which represents the amount required to prepay the Loans pursuant to Section 3.08(a)(i)(B) of the Credit Agreement) to the Lender; and

Tenth, a transfer of $[            ], (which represents any remaining amounts in the Revenue Account in excess of the Minimum Prepaid Expenses Amount) to the Restricted Payments Account.

[III. Withdrawals from Operating Account

Consistent with the terms of, and as contemplated by, Section 4.3(b) of the Accounts Agreement, the Borrower hereby requests that the Accounts Bank transfer on [                    , 20    ]⁵, $[                    ], which represents the amount necessary to pay Operation and Maintenance Expenses that are due and payable, from the Operating Account to [                    ]⁶.]

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The Borrower represents and warrants to the Lender and the Accounts Bank that the applicable conditions under Article IV of the Accounts Agreement for the foregoing payments and transfers have been met. The Borrower further represents and warrants to the Accounts Bank and the Lender that:

(a) the amounts being transferred above for the purpose of paying Operation and Maintenance Expenses are for Operation and Maintenance Expenses that are due and payable

²  Insert names and wire instructions for each designated recipient(s) of Tax Distribution Amounts.

³  The remaining amount in the Revenue Account after such Subordinated Affiliate Payment has been made cannot be less than the Minimum Prepaid Expenses Amount.

⁴  Insert names and wire instructions for each designated recipient.

⁵  Insert date at least two (2) Business Days after the date the Accounts Bank receives this proposed transfer certificate.

⁶  Insert names and wire instructions for each designated Operating Costs recipient or the Local Bank, as applicable.

and are reflected in the Operating Budget or are otherwise permitted under the Financing Documents; and

(b) as of the date of this Funds Withdrawal/Transfer Certificate, no Notice of Suspension has been delivered that has not been withdrawn and no Event of Default has occurred and is continuing or would occur as a result of the transfers or withdrawals requested hereby.

Dated:                         , 20    

2013B ESA PROJECT COMPANY, LLC,

as the Borrower

By:

Name:

Title:

Approved by:⁷

SILICON VALLEY BANK

By:

Name:

Title:

⁷  Approval needed in the case of transfers from the Revenue Account.

EXHIBIT C

FORM OF RESTRICTED PAYMENTS CERTIFICATE

[Accounts Bank]

[Address]

This Restricted Payments Certificate is delivered by 2013B ESA Project Company, LLC (the “Borrower”) pursuant to the Accounts Agreement, dated as of July 19, 2013 (the “Accounts Agreement”), by and among the Borrower, Silicon Valley Bank (the “Lender”) and                    (the “Accounts Bank”). Capitalized terms used but not defined herein have the meanings specified in the Accounts Agreement.

***********************************************************

Reference is made to Section 4.5(b) of the Accounts Agreement.

The Borrower hereby requests that the Lender direct the Accounts Bank to withdraw and pay from the Restricted Payments Account the amounts, and to the payees, in each case as set forth on Schedule 1 attached hereto.

In support of such direction, the undersigned, on behalf of the Borrower, hereby represents and certifies, as of the date hereof and as of the date of such proposed transfers, as follows:

(a) All conditions set forth in the Accounts Agreement and the Credit Agreement (including Section 7.02(r) of the Credit Agreement) for the withdrawal(s) requested hereby have been satisfied.

(b) No Notice of Suspension has been delivered that has not been withdrawn and no Event of Default has occurred and is continuing, or would occur as a result of the Restricted Payment(s) to be made with the proceeds of the withdrawals requested hereby.

2013B ESA PROJECT COMPANY, LLC,

as the Borrower

By:

Name:

Title:

EXHIBIT D

FORM OF INSURANCE, CONDEMNATION AND EXTRAORDINARY PROCEEDS

REQUEST CERTIFICATE

[Accounts Bank]

[Address]

This Insurance, Condemnation and Extraordinary Proceeds Request Certificate is delivered by 2013B ESA Project Company, LLC (the “Borrower”) pursuant to the Accounts Agreement, dated as of July 19, 2013 (the “Accounts Agreement”), by and among the Borrower, Silicon Valley Bank (the “Lender”) and                     (the “Accounts Bank”). Capitalized terms used but not defined herein have the meanings specified in the Accounts Agreement.

***********************************************************

Reference is made to Section  4.6[(b)][(i)][(ii)][(iv)][(c)][(i)][(d)][(i)] of the Accounts Agreement.

The Borrower hereby directs the Accounts Bank to withdraw and pay from the Insurance, Condemnation and Extraordinary Proceeds Account, on [                    ], 20[        ] (the “Insurance and Condemnation Proceeds Withdrawal Date”), the amounts and to [the payees][the Revenue Account], in each case as set forth on Schedule 1 attached hereto.

In support of such direction, the undersigned, on behalf of the Borrower, hereby represents and certifies, as of the date hereof and as of the Insurance and Condemnation Proceeds Withdrawal Date, as follows:

(a) all conditions set forth in the Accounts Agreement and the Credit Agreement for the withdrawals requested hereby have been satisfied;

(b) [the funds to be withdrawn from the Insurance, Condemnation and Extraordinary Proceeds Account pursuant to this Insurance, Condemnation and Extraordinary Proceeds Request Certificate will be applied directly for the replacement or repair of damaged assets relating to the Systems, in accordance with [Section 4.6(b)(i) of the Accounts Agreement (in the case of amounts less than or equal to [***] Dollars ($[***]) arising from any one claim or any series of claims relating to the same occurrence)][Section 4.6(b)(ii) of the Accounts Agreement (in the case of amounts greater than [***] Dollars ($[***]) arising from any one claim or any series of claims relating to the same occurrence) and the Restoration or Replacement Plan attached hereto, which has been approved by the Lender and by the Independent Engineer in accordance with Section 4.6(b)(ii) of the Accounts Agreement;];

(c) [in the case of a withdrawal pursuant to Section 4.6(b)(ii) of the Accounts Agreement, the Borrower hereby certifies that (1) all work contemplated to be done under the Restoration or Replacement Plan is reasonably expected to be done within the time periods, if

[***] Confidential Treatment Requested

any required under any Project Document; (2) all Governmental Approvals necessary to perform the work have been obtained (or are reasonably expected to be obtained without undue delay); and (3) the Systems once repaired/restored will continue to perform at the annual levels set forth in the current Operating Budget;] and

(d) no Notice of Suspension has been delivered that has not been withdrawn and no Event of Default has occurred and is continuing or would occur as a result of the transfers or withdrawals requested hereby.

2013B ESA PROJECT COMPANY, LLC,

as the Borrower

By:

Name:

Title:

Schedule 1

to Accounts Agreement

MINIMUM PREPAID EXPENSES AMOUNT

Quarterly Payment Date	Minimum Prepaid Expenses Amount
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
[Quarterly Payment Date]		TBD
and thereafter	$	0