UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 29, 2019 (July 24, 2019)

Sunnova Energy International Inc.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-38995	 	30-1192746	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
		
20 East Greenway Plaza, Suite 475
Houston, Texas	 	77046	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (281) 985-9904

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see  General Instruction A.2):
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:

	Title of each class	 		Trading Symbol(s)	 		Name of each exchange on which registered	
Common Stock	 	NOVA	 	New York Stock Exchange		
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act.  ☒

 

Item 1.01	Entry into a Material Definitive Agreement.	
Underwriting Agreement
On July 24, 2019, Sunnova Energy International Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and BofA Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the several underwriters named in Schedule 1 thereto (the “Underwriters”), providing for the offer and sale by the Company (the “Offering”), and the purchase by the Underwriters, of 14,000,000 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), at a price to the public of $12.00 per share. Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option for a period of 30 days (the “Option”) to purchase up to an additional 2,100,000 shares of Common Stock on the same terms.
The material terms of the Offering are described in the prospectus, dated July 24, 2019 (the “Prospectus”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) on July 26, 2019 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to a Registration Statement on Form S-1, as amended (File No. 333-232393), initially filed by the Company with the Commission on June 27, 2019 (the “Registration Statement”).
The Underwriting Agreement contains customary representations, warranties and agreements of the parties, and customary conditions to closing, obligations of the parties and termination provisions. The Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.
On July 29, 2019, the Company completed the Offering and received proceeds (net of underwriting discounts and structuring fees but before offering expenses) from the Offering of approximately $157.9 million. As described in the Prospectus, the Company will use a portion of the net proceeds from the Offering to pay the redemption price for the senior convertible notes due March 2021 of its wholly-owned subsidiary, Sunnova Energy Corporation, a Delaware corporation (“Sunnova Corp”). The Company intends to use the remaining net proceeds for general corporate purposes, including working capital, operating expenses, capital expenditures and repayment of indebtedness.
As more fully described in the Prospectus, certain of the Underwriters and their affiliates have provided in the past to the Company and its affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for the Company and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. 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 the Company’s debt or equity securities or loans, and may do so in the future.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Adoption of Agreement and Plan of Merger and Consummation of Holding Company Reorganization
On July 29, 2019, the Company implemented an internal reorganization (the “Merger”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 29, 2019, among the Company, Sunnova Corp, and Sunnova Merger Sub Inc., a Delaware corporation (“Merger Sub”), which resulted in the Company’s owning all of the outstanding capital stock of Sunnova Corp. Pursuant to the Merger, Merger Sub, a direct, wholly owned subsidiary of the Company and an indirect, wholly owned subsidiary of Sunnova Corp, merged with and into Sunnova Corp, with Sunnova Corp surviving as a direct, wholly owned subsidiary of the Company. Each share of each class of Sunnova Corp stock issued and outstanding immediately prior to the Merger, by virtue of the Merger and without any action on the part of the holder thereof, automatically converted into an equivalent corresponding share of stock of the Company, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions with respect to the Company as the corresponding share of Sunnova Corp stock being converted with respect to Sunnova Corp. Accordingly, upon consummation of the Merger, each of Sunnova Corp’s stockholders immediately prior to the consummation of the Merger became a stockholder of the Company.

The Merger was conducted pursuant to Section 251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock occurred automatically without an exchange of stock certificates. Immediately following the Merger, unless exchanged, stock certificates that previously represented shares of a class of Sunnova Corp stock represent the same number of shares of the corresponding class of the Company’s capital stock.
The foregoing descriptions of the Merger and the Merger Agreement are not complete and are qualified in their entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Stockholders Agreement
In connection with the closing of the Offering, on July 29, 2019, the Company entered into a new stockholders’ agreement (the “Stockholders Agreement”) with Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP, Energy Capital Partners III (Sunnova Co-Invest), LP and each of their respective affiliates that own stock in the Company (the “ECP Stockholders”) and QSIP LP and its affiliates that own stock in the Company (the “Quantum Stockholders”). The Stockholders Agreement provides the ECP Stockholders and the Quantum Stockholders certain rights to designate a number of nominees (each such nominee, a “Director”) to the Company’s board of directors (the “Board”) such that:
 
 	•	 	If the ECP Stockholders beneficially own at least 50% of the Company’s Common Stock then outstanding, they shall be entitled to designate a majority of the Directors;	
 
 	•	 	if the ECP Stockholders beneficially own at least 30% of the Company’s Common Stock then outstanding, they shall be entitled to designate a number of Directors equal to one fewer than a majority of the Directors;	
 
 	•	 	if the ECP Stockholders beneficially own at least 20% of the Company’s Common Stock then outstanding, they shall be entitled to designate the greater of three Directors and 25% of the total number of Directors (rounded up to the next whole number);	
 
 	•	 	if the ECP Stockholders beneficially own at least 10% of the Company’s Common Stock then outstanding, they shall be entitled to designate the greater of two Directors and 15% of the total number of Directors (rounded up to the next whole number);	
 
 	•	 	if the ECP Stockholders beneficially own at least 5% of the Company’s Common Stock then outstanding, they shall be entitled to designate one Director; and	
 
 	•	 	if the Quantum Stockholders beneficially own at least 5% of the Company’s Common Stock then outstanding, they shall be entitled to designate one Director.	
Pursuant to the Stockholders Agreement, the Board will initially consist of eight Directors, four of whom are to be designated by the ECP Stockholders and one of whom is to be designated by the Quantum Stockholders.
In addition, for so long as the ECP Stockholders hold at least 30% of the Company’s Common Stock, the Company shall not, without the approval of the ECP Stockholders:
 
 	•	 	effect any transaction or series of related transactions that would result in a change of control under the existing credit agreements, a sale of all or substantially all of the Company’s assets or the acquisition by any person or group, other than the ECP Stockholders, of equity interests representing more than 50% of the Company’s total voting power (or enter into any agreement to take such action);	
 
 	•	 	issue any additional equity securities of the Company other than under equity compensation plans approved by our shareholders or intra-company issuances among the Company and its subsidiaries; or	
 
 	•	 	change the size of the Board.	

The Stockholders Agreement will terminate upon the earliest to occur of (a) the dissolution of the Company and (b) the written agreement of the ECP Stockholders, the Quantum Stockholders and the Company. At such time as the ECP Stockholders or the Quantum Stockholders no longer collectively beneficially own at least 5% of our outstanding Common Stock, the ECP Stockholders or the Quantum Stockholders, as applicable, shall have no further rights or privileges under the Stockholders Agreement or otherwise be entitled to the benefits thereof.
The foregoing description of the Stockholders Agreement is not complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Registration Rights Agreements
On July 29, 2019, in connection with the closing of the Offering, the Company entered into a Second Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) and an Amended and Restated Piggy-Back Registration Rights Agreement (the “Piggy-Back Registration Rights Agreement” and, together with the Registration Rights Agreement, the “Registration Rights Agreements”) with certain stockholders.
Pursuant to, and subject to the limitations set forth in, the Registration Rights Agreements, at any time after 180 days after the effective date of the Registration Statement, certain stockholders have the right to require the Company by written notice to prepare and file a registration statement on Form S-1 or any successor form thereto, registering the offer and sale of a number of their shares of Common Stock. In addition, at such time as the Company shall have qualified for the use of a registration statement on Form S-3 (or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act), certain stockholders shall have the right to require that the Company file a registration statement on Form S-3 or any successor form thereto covering all eligible capital stock requested to be included in such registration by eligible stockholders.
In addition, certain stockholders have the right to require the Company, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Common Stock by means of an underwritten offering. Further, subject to certain exceptions, if at any time the Company proposes to conduct an underwritten offering, whether or not for its account, then the Company must notify the stockholders party to the Registration Rights Agreements of such proposal reasonably in advance of the commencement of the underwritten offering, to allow them to include a specified number of their shares in that underwritten offering.
These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances. Subject to certain limitations, the Company will generally be obligated to pay all registration expenses in connection with its other obligations under the Registration Rights Agreements.
The obligation to register shares under the Registration Rights Agreements will terminate as to any stockholder at such time as Rule 144(b)(1) under the Securities Act (or any successor provision) is available for the sale of all of such stockholder’s shares without any need to comply with the public information requirements of Rule 144(b)(1) (or any successor provision) or any such shares are sold pursuant to Rule 144.
The foregoing descriptions of the Registration Rights Agreement and Piggy-Back Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the Registration Rights Agreement and the Piggy-Back Registration Rights Agreement, which are filed as Exhibits 4.2 and 4.3, respectively, to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
The information provided in Item 5.02 hereto under the headings “Indemnification Agreements,” “2019 Long-term Incentive Plan” and “Legacy Plans” is incorporated by reference into this Item 1.01.

Item 3.02	Unregistered Sales of Equity Securities.	
On July 29, 2019, (a) 3,319,312 shares of Series A Convertible Preferred Stock and 2,613,818 shares of Series C Convertible Preferred Stock of the Company were issued to the holders of the subordinated convertible notes of the Company in connection with the mandatory conversion of such subordinated convertible notes pursuant to the terms thereof (the “Subordinated Convertible Note Conversion”), (b) 23,870 shares of our Series B common stock (giving effect to the Reverse Stock Split (as defined below)) were converted into 23,870 shares of the Company’s Common Stock pursuant to the terms of the Amendment to Certificate (the “Common Stock Conversion”), (c) 108,138,971 shares of Series A common stock of the Company were issued to holders of the Series A Convertible Preferred Stock and Series C Convertible Preferred Stock of the Company in connection with the mandatory conversion of the Preferred Stock pursuant to the terms of the Second Amended and Restated Certificate of Incorporation (the “Preferred Stock Conversion”) and (d) each share of our Series A common stock was redesignated as our common stock pursuant to the terms of the Second Amended and Restated Certificate of Incorporation (the “Common Stock Redesignation” and, together with the Subordinated Convertible Note Conversion, the Common Stock Conversion and the Preferred Stock Conversion, the “Conversions”).
The description in Item 1.01 of the issuance by the Company to existing stockholders of Sunnova Corp on July 29, 2019 in connection with the consummation of the Merger is incorporated herein by reference.
The foregoing transactions were undertaken in reliance upon the exemption from the registration requirements in Rule 145 under the Securities Act because the Merger was not required to be submitted to a stockholder vote or trigger appraisal rights under Section 251(g) of the DGCL, Section 3(a)(9) of the Securities Act (because the Conversions involved existing security holders exclusively where no commission or other remuneration was paid) or Section 4(a)(2) of the Securities Act (because the issuance of securities to the recipients did not involve a public offering). The Company believes that exemptions other than the foregoing exemption may exist for these transactions.
 
Item 3.03	Material Modification to Rights of Security Holders	
The information provided in Item 1.01 hereto under the headings “Stockholders Agreement” and “Registration Rights Agreements” and in Item 5.03 hereto is incorporated by reference into this Item 3.03.
 
Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.	
Indemnification Agreements
In connection with the Offering, the Company entered into Indemnification Agreements (“Indemnification Agreements”) with each of the executive officers and directors of the Company. These Indemnification Agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance certain expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Indemnification Agreements, which are filed as Exhibits 10.1 to 10.15 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
2019 Long-Term Incentive Plan
Effective July 29, 2019, the Board adopted the 2019 Long-Term Incentive Plan (the “LTIP”) to incentivize employees, officers, directors and other service providers of the Company and its affiliates. The LTIP provides for the grant, from time to time, at the discretion of the Board or a committee thereof, of stock options, stock appreciation rights, stock awards, including restricted stock and restricted stock units, performance awards and cash awards. Subject to adjustment each year as well as in the event of certain transactions or changes of capitalization in accordance with the LTIP, 5,229,318 shares of Common Stock have been reserved for issuance pursuant to awards under the LTIP.

The foregoing description of the LTIP is not complete and is qualified in its entirety by reference to the full text of the LTIP, which is filed as Exhibit 10.16 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.
Legacy Plans
Effective July 29, 2019, the Board assumed the 2013 Stock Option Plan of Sunnova Corp and the Stock Option Plan of Sunnova Corp (collectively, the “Legacy Plans”), including outstanding option awards in Sunnova Corp previously granted to employees of the Company. In connection with the Merger described above, such awards were equitably adjusted and converted into rights to purchase shares of Common Stock. The converted awards are subject to the same vesting conditions applicable to the awards immediately prior to the equitable adjustment and conversion. No further awards will be granted under the Legacy Plans.
The foregoing description of the Legacy Plans does not purport to be complete and is qualified in its entirety by reference to the full text of the Legacy Plans, which are attached as Exhibits 10.17 and 10.18, respectively, to this Current Report on Form 8-K and are incorporated in this Item 5.02 by reference.
 
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.	
Amended and Restated Certificate of Incorporation
On July 29, 2019, pursuant to the Merger Agreement, the Company adopted the Amended and Restated Certificate of Incorporation pursuant to which each share of each class of Sunnova Corp stock issued and outstanding immediately prior to the Merger automatically converted into an equivalent corresponding share of stock of the Company, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Sunnova Corp stock being converted.
In addition, the Amended and Restated Certificate of Incorporation of the Company was amended pursuant to the Merger Agreement to add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving the Company, other than the election or removal of directors, that requires for its adoption under the DGCL or the Restated Certificate of Incorporation of the Company the approval of the stockholders of the Company shall require the approval of the stockholders of the Predecessor by the same vote as is required by the DGCL and/or the Restated Certificate of Incorporation of the Company.
The foregoing description of the Amended and Restated Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
Amendment to Amended and Restated Certificate of Incorporation
On July 29, 2019, the Company amended its Amended and Restated Certificate of Incorporation (the “Amendment to Certificate”) in order to decrease the number of outstanding shares of Common Stock by consummating a 1 for 2.333 reverse stock split of the Company’s issued and outstanding Common Stock effective immediately prior to the consummation of the offering (the “Reverse Stock Split”).
The foregoing description of the Amendment to Amended and Restated Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Amendment to Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
Second Amended and Restated Certificate of Incorporation
On July 29, 2019, the Company adopted the Second Amended and Restated Certificate of Incorporation in connection with the closing of the IPO (the “Second Amended and Restated Certificate of Incorporation”). The description of the Second Amended and Restated Certificate of Incorporation contained in the section of the Prospectus titled “Description of Capital Stock” is incorporated herein by reference.

The foregoing description of the Second Amended and Restated Certificate of Incorporation is not complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.3 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
Amended and Restated Bylaws
Effective as of July 29, 2019, the Company amended and restated its bylaws (as amended and restated, the “Amended and Restated Bylaws”) in connection with the consummation of the Merger. The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which are filed as Exhibit 3.4 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
Second Amended and Restated Bylaws
Effective as of July 29, 2019, the Company amended and restated its Amended and Restated Bylaws (as amended and restated, the “Second Amended and Restated Bylaws”) in connection with the closing of the IPO. The foregoing description of the Second Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, which are filed as Exhibit 3.5 to this Current Report on Form 8-K and incorporated into this Item 5.03 by reference.
 
Item 8.01	Other Events.	
Redemption of Senior Convertible Notes due 2021
On July 9, 2019, Sunnova Corp issued a notice of redemption for all of its remaining outstanding 9.50% senior secured convertible notes due 2021 (the “Notes”). The redemption date for the Notes is July 31, 2019 (the “Redemption Date”). The aggregate redemption price for the Notes is approximately $56.8 million (which includes a premium of approximately $11.4 million) plus a cash payment equal to accrued and unpaid cash interest and pay-in-kind interest to the Redemption Date.
On July 29, 2019, Sunnova Corp deposited funds with the trustee under the indenture governing the Notes sufficient to pay the aggregate redemption price plus a cash payment equal to accrued and unpaid cash interest and pay-in-kind interest to, but excluding, the Redemption Date. The indenture governing the Notes was subsequently satisfied and discharged in accordance with its terms and all liens securing the Notes were released on July 29, 2019.
 
Item 9.01	Financial Statements and Exhibits.	
(d) Exhibits.

	Number	  	Description	
			
1.1	  	Underwriting Agreement, dated as of July 24, 2019, by and among Sunnova Energy International Inc., BofA Securities Inc., J.P. Morgan Securities LLC and Goldman Sachs  & Co. LLC, as representatives of the several underwriters named therein.		
			
2.1	  	Merger Agreement, dated as of July 29, 2019, by and among Sunnova Energy International Inc., Sunnova Energy Corporation and Sunnova Merger Sub Inc.		
			
3.1	  	Amended and Restated Certificate of Incorporation of Sunnova Energy International Inc.		
			
3.2	  	Amendment to Amended and Restated Certificate of Incorporation of Sunnova Energy International Inc.		

			
		
3.3	  	Second Amended and Restated Certificate of Incorporation of Sunnova Energy International Inc.	
		
3.4	  	Amended and Restated Bylaws of Sunnova Energy International Inc.	
		
3.5	  	Second Amended and Restated Bylaws of Sunnova Energy International Inc.	
		
4.1	  	Stockholders Agreement, dated July 29, 2019, by and among Sunnova Energy International Inc. and certain holders of its capital stock.	
		
4.2	  	Second Amended and Restated Registration Rights Agreement, dated July 29, 2019, by and among Sunnova Energy International Inc. and certain stockholders party thereto.	
		
4.3	  	Amended and Restated Piggyback Registration Rights Agreement, dated July 29, 2019, by and among Sunnova Energy International Inc. and certain stockholders party thereto.	
		
10.1+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Stuart D. Allen.	
		
10.2+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Walter A. Baker.	
		
10.3+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and William J. Berger.	
		
10.4+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Rahman D’Argenio.	
		
10.5+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Matthew DeNichilo.	
		
10.6+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Michael P. Grasso.	
		
10.7+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Kris W. Hillstrand.	
		
10.8+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Doug Kimmelman.	
		
10.9+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Robert L. Lane.	
		
10.10+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Mark Longstreth.	
		
10.11+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Michael C. Morgan.	
		
10.12+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Meghan Nutting.	
		
10.13+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and John T. Santo Salvo.	

			
		
10.14+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and C. Park Shaper.	
		
10.15+	  	Indemnification Agreement, dated July 29, 2019, by and between Sunnova Energy International Inc. and Scott D. Steimer.	
		
10.16+	  	Sunnova Energy International Inc. 2019 Long-Term Incentive Plan.	
		
10.17+	  	Sunnova Energy International Inc. 2013 Stock Option Plan.	
		
10.18+	  	Sunnova Energy International Inc. Stock Option Plan.	

+	Indicates management contract or compensatory plan.	

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SUNNOVA ENERGY INTERNATIONAL INC .	
		
By:	 	/s/ Walter A. Baker	
	 	Walter A. Baker	
	 	Executive Vice President, General Counsel and Secretary	
Date: July 29, 2019

Exhibit 1.1
Sunnova Energy International Inc.
14,000,000 Shares of Common Stock
Underwriting Agreement
July 24, 2019
BofA Securities, Inc.
J.P. Morgan Securities LLC
Goldman Sachs & Co. LLC
As Representatives of the
    several Underwriters listed
    in Schedule 1 hereto
c/o BofA Securities, Inc.
One Bryant Park
New York, NY 10036
J.P. Morgan Securities LLC
383 Madison Avenue
New York, NY 10179
Goldman Sachs & Co. LLC
200 West Street
New York, NY 10282
Ladies and Gentlemen:
Sunnova Energy International Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 14,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 2,100,000 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
J.P. Morgan Securities LLC (the “Directed Share Underwriter”) has agreed to reserve a portion of the Shares to be purchased by it under this Agreement, up to 700,000 Shares, for sale to the Company’s directors, officers, employees and certain other persons associated with the Company (collectively, “Participants”), as set forth in the Prospectus (as hereinafter defined) under the heading “Underwriting.” The Shares to be sold by the Directed Share Underwriter and its affiliates pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares not orally confirmed for purchase by any Participant by 8:00 A.M., New York City time on the business day following the date on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

The Company is a holding company that, following the transactions (the “Merger”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) to be entered into on or prior to the Closing Date (as hereinafter defined) by and among Sunnova Energy Corporation (“SEC”), a Delaware corporation, the Company and Sunnova Merger Sub Inc., a Delaware corporation (“Merger Sub”), and further described under the heading “Corporate Reorganization” in the Registration Statement, Pricing Disclosure Package and the Prospectus (each as defined below), will conduct its operations through its wholly-owned subsidiary, SEC, and its subsidiaries. Unless otherwise required by the context, references herein to the “subsidiaries” of the Company refer to entities that will be direct or indirect subsidiaries of the Company after giving effect to the Merger.
The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:
1.     Registration Statement . The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-1 (File No. 333-232393), including a prospectus, relating to the Shares. Such registration statement, as amended at the time it became effective, including the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means each prospectus included in such registration statement (and any amendments thereto) before effectiveness, any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the prospectus in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. If the Company has filed an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.
At or prior to the Applicable Time (as defined below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A hereto, the “Pricing Disclosure Package”): the Preliminary Prospectus dated July 24, 2019 and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.
“Applicable Time” means 4:45 P.M., New York City time, on July 24, 2019.
2.     Purchase of the Shares .
(a)    The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth

herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $11.28 (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto.
In addition, on the basis of the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares.
If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make.
The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.
(b)    The Company understands that the Underwriters intend to make a public offering of the Shares, and initially to offer the Shares on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter.
(c)    Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives, in the case of the Underwritten Shares, at the offices of Baker Botts L.L.P., located at 910 Louisiana Street, Houston, Texas 77002, at 10:00 A.M., New York City time, on July 29, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing or, in the case of the Option Shares, on the date and at the time and place specified by the Representatives in the written notice of the Underwriters’ election to

purchase such Option Shares. The time and date of such payment for the Underwritten Shares is referred to herein as the “Closing Date” and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”.
Payment for the Shares to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Shares to be purchased on such date, with any transfer taxes payable in connection with the sale of such Shares duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct.
(d)    The Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.
3.     Representations and Warranties of the Company . The Company represents and warrants to each Underwriter that:
(a)     Preliminary Prospectus. No order preventing or suspending the use of any Preliminary Prospectus has been issued by the Commission, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, complied in all material respects with the applicable requirements of the Securities Act, and each Preliminary Prospectus included in the Pricing Disclosure Package, at the time of filing thereof, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, other than the omission of the pricing information set forth on Annex A hereto; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(b)     Pricing Disclosure Package . The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
(c)     Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with the applicable provisions of the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus accompanying or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or the Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.
(d)     Emerging Growth Company . From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the

Securities Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
(e)     Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communications other than Testing-the-Waters Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications on its behalf. The Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications by virtue of a writing substantially in the form of Exhibit A hereto. The Company has not distributed or approved for distribution any Written Testing-the-Waters Communications other than those listed on Annex B hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. Any individual Written Testing-the-Waters Communication does not conflict with the material information contained in the Registration Statement or the Pricing Disclosure Package, complied in all material respects with the Securities Act, and when taken together with the Pricing Disclosure Package as of the Applicable Time, did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(f)     Registration Statement and Prospectus. The Registration Statement has been declared effective by the Commission. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or, to the knowledge of the Company, threatened by the Commission; as of the applicable effective date of the Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied and as of the Closing Date will comply in all material respects with the applicable provisions of the Securities Act, and did not as of the applicable effective date and will not as of the Closing Date contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectus (as amended or supplemented) will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however, that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

(g)     Financial Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered thereby, except in the case of unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the information shown thereby; all disclosures included in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.
(h)     No Material Adverse Change. Since the date of the most recent financial statements of the Company included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration Statement, the Pricing Disclosure Package and the Prospectus), any material change in the short-term debt (outside of the ordinary course of business) or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse effect on the business, properties, management, consolidated financial position, consolidated stockholders’ equity, consolidated results of operations or prospects of the Company and its subsidiaries taken as a whole (a “Material Adverse Effect”); (ii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether

or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except, in each case, as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(i)     Organization and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a Material Adverse Effect. After giving effect to the Merger, the “Material Subsidiaries” of the Company include those subsidiaries listed in Schedule 2 to this Agreement. Except for the Material Subsidiaries, none of the subsidiaries of the Company individually consist of more than 3.0%, or in the aggregate consist of more than 10%, of the Company’s (i) assets, or (ii) revenues for the quarter ended June 30, 2019.
(j)     Capitalization. The Company will, after giving effect to the Merger, have an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company will, after giving effect to the Merger, be duly and validly authorized and issued and be fully paid and non-assessable and not be subject to any pre-emptive or similar rights that have not been duly waived or satisfied; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description thereof contained in the section titled “Description of Capital Stock” in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable (except as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except for those securing indebtedness or with respect to the tax equity funding, in each case as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(k)     Stock Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, (ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans and all applicable laws and regulatory rules or requirements and (iv) each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding the Company or its subsidiaries or their results of operations or prospects.
(l)     Due Authorization. The Company has full corporate right, power and authority to execute and deliver this Agreement, the Registration Rights Agreement, the Piggy-Back Registration Rights Agreement, the Stockholders Agreement and the Merger Agreement (collectively, the “Transaction Documents”) and to perform its obligations hereunder and thereunder; and all corporate action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Documents and the consummation by it of the transactions contemplated hereby and thereby has been duly and validly taken.
(m)     Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(n)     The Shares. The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the section titled “Description of Capital Stock” in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.
(o)     Other Transaction Documents. Each of the Transaction Documents has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(p)     Descriptions of the Transaction Documents . Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(q)     No Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (ii) and (iii) above, and with respect to the Company’s subsidiaries in the case of clause (i) above, for any such default or violation that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair or delay the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby.
(r)     No Conflicts. The execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Shares and the consummation of the transactions contemplated by the Transaction Documents or the Pricing Disclosure Package and the Prospectus will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute applicable to the Company or any of its subsidiaries or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or any of its subsidiaries, except, in the case of clauses (i) and (iii) above, and with respect to the Company’s subsidiaries in the case of clause (ii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair or delay the ability of the Company to perform its obligations under this Agreement or the Transaction Documents or to consummate the transactions contemplated hereby and thereby.
(s)     No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, delivery and performance by the Company of each of the Transaction Documents, the issuance and sale of the Shares and

the consummation of the transactions contemplated by the Transaction Documents, except for the registration of the Shares under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”), the approval for listing on the Exchange (as defined below) and under applicable state securities laws in connection with the purchase and distribution of the Shares by the Underwriters.
(t)     Legal Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries is a party or to which any property of the Company or any of its subsidiaries is the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; to the knowledge of the Company, no such Actions are threatened or contemplated by any third party, governmental or regulatory authority that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (i) there are no current or pending Actions that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(u)     Independent Accountants . PricewaterhouseCoopers LLP, who has certified certain financial statements of the Company and its subsidiaries, is an independent registered public accounting firm with respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight Board (United States) and as required by the Securities Act.
(v)     Title to Real and Personal Property . The Company and its subsidiaries have good and marketable title (in fee simple, in the case of real property) to, or have valid rights to lease or otherwise use or access, all items of real and personal property that are necessary to the respective businesses of the Company and its subsidiaries taken as a whole (other than with respect to Intellectual Property, title to which is addressed exclusively in subsection (w)), in each case subject to any site access rights (whether construed as leases, easements, licenses or rights of way) under the Company’s customer agreements and such other exceptions that do not materially affect the value of such property and buildings or materially interfere with the use made of such property and buildings by the Company and its subsidiaries, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(w)     Intellectual Property. (i) The Company and its subsidiaries own or have the right to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names and other source indicators, copyrights and copyrightable works, know-how, trade secrets, systems, procedures, proprietary or confidential information and all other worldwide intellectual property, industrial property and proprietary rights (collectively, “Intellectual Property”) used in the conduct of their respective businesses; (ii) to the knowledge of the Company, the Company’s and its subsidiaries’ conduct of their respective businesses does not infringe, misappropriate or otherwise violate any Intellectual Property of any person; (iii) the Company and its subsidiaries have not received any written notice of any claim relating to Intellectual Property; and (iv) to the knowledge of the Company, the Intellectual Property of the Company and its subsidiaries is not being infringed, misappropriated or otherwise violated by any person.
(x)     No Undisclosed Relationships . No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company or any of its subsidiaries, on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package.
(y)     Investment Company Act . The Company is not and, immediately after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
(z)     Taxes. The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no tax deficiency that has been asserted against the Company or any of its subsidiaries or any of their respective properties or assets.
(aa)     Licenses and Permits. The Company and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in each of the Registration Statement, the Pricing Disclosure Package and the

Prospectus or as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license, sub-license, certificate, permit or authorization will not be renewed in the ordinary course.
(bb)     No Labor Disputes. No labor disturbance by or dispute, action, or similar proceeding with employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(cc)     Certain Environmental Matters . (i) The Company and its subsidiaries (A) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (B) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (C) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus (A) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (B) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (C) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.
(dd)     Compliance with ERISA . (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m)

or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA) (v) the fair market value of the assets of each Plan that is subject to Title IV of ERISA or Section 412 of the Code equals or exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation, in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except, in each case, with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.
(ee)     Disclosure Controls . The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.

(ff)     Accounting Controls. The Company and its subsidiaries, taken as a whole, maintain systems of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that have been designed to comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company and its subsidiaries, taken as a whole, maintain internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls over financial reporting (it being understood that the Company is not required to comply with Section 404 of the Sarbanes Oxley Act of 2002, as amended, and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), as of an earlier date than it would otherwise be required to so comply under applicable law). The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.
(gg)     Insurance. The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are, in the Company’s reasonable judgment, prudent and customary in the business in which the Company and its subsidiaries are engaged; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.
(hh)     Cybersecurity; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “ IT Systems ”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted. To the knowledge of the Company, the IT Systems are free and clear of all Trojan horses, time

bombs, malware and other corruptants designed to permit unauthorized access or activity. The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and, to the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to such IT Systems or Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to such IT Systems or Personal Data. The Company and its subsidiaries are presently in material compliance with all laws or statutes applicable to the Company or its subsidiaries and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company or its subsidiaries, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.
(ii)     No Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director or officer of the Company or any of its subsidiaries nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce, and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.
(jj)     Compliance with Anti-Money Laundering Laws . The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any

governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(kk)     No Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors or officers, nor, to the knowledge of the Company, any agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is itself the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past five years, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.
(ll)     No Restrictions on Subsidiaries . Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.
(mm)     No Broker’s Fees. Except (i) as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) for the arrangement of the Company with Solebury Capital LLC (“ Solebury ”) whereby Solebury is acting as a financial advisor in connection with the transactions contemplated hereby, neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares.

(nn)     No Registration Rights . Except for such rights as have been duly waived after giving effect to the Merger, no person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Shares.
(oo)     No Stabilization. Neither the Company nor any of its subsidiaries or affiliates has taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.
(pp)     Margin Rules . Neither the issuance, sale and delivery of the Shares nor the application of the proceeds thereof by the Company as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System.
(qq)     Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(rr)     Statistical and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.
(ss)     Sarbanes-Oxley Act . There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act, including Section 402 related to loans.
(tt)     Status under the Securities Act . At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act.
(uu)     Directed Share Program. The Company represents and warrants that (i) the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Preliminary Prospectus included in the Pricing Disclosure Package and any Issuer Free Writing Prospectuses comply in all material respects, and any further amendments or supplements thereto will comply in all material respects, with any applicable laws or regulations of foreign jurisdictions in which the Pricing Disclosure Package, the Prospectus, such Preliminary Prospectus and any Issuer Free Writing Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed

Share Program, and that (ii) no authorization, approval, consent, license, order, registration or qualification of or with any government, governmental instrumentality or court, other than such as have been obtained, is necessary under the securities laws and regulations of foreign jurisdictions in which the Directed Shares are offered outside the United States. The Company has not offered, or caused the underwriters to offer, Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer or supplier’s level or type of business with the Company, or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.
(vv)     Tax Equity Funding . Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no fund investor has withdrawn its tax equity commitments or notified the Company of an unwillingness or inability to fund its tax equity commitments.
4.     Further Agreements of the Company . The Company covenants and agrees with each Underwriter that:
(a)     Required Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433 under the Securities Act, and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date of this Agreement (or such later time as may be agreed by the Company and the Representatives) in such quantities as the Representatives may reasonably request.
(b)     Delivery of Copies. The Company will deliver, upon request and without charge, (i) to each Underwriter (i) a conformed copy of the Registration Statement as originally filed and each amendment thereto (without exhibits) and (ii) during the Prospectus Delivery Period (as defined below), as many copies of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Shares by any Underwriter or dealer.
(c)     Amendments or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement to which the Representatives reasonably object in a timely manner.

(d)     Notice to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing (which may be by electronic mail), (i) when the Registration Statement has become effective; (ii) when any amendment to the Registration Statement has been filed or becomes effective; (iii) when any supplement to the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or any amendment to the Prospectus has been filed or distributed; (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other request by the Commission for any additional information including, but not limited to, any request for information concerning any Testing-the-Waters Communication; (v) of the issuance by the Commission or any other governmental or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which the Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication is delivered to a purchaser, not misleading; and (vii) of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its reasonable best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending the use of any Preliminary Prospectus, any of the Pricing Disclosure Package or the Prospectus or any Written Testing-the-Waters Communication or suspending any such qualification of the Shares and, if any such order is issued, will use reasonable best efforts to obtain as soon as possible the withdrawal thereof.
(e)     Ongoing Compliance. (i) If during the Prospectus Delivery Period (A) any event or development shall occur or condition shall exist as a result of which the Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading or (B) it is necessary to amend or supplement the Prospectus to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Prospectus as may be necessary so that the statements

in the Prospectus, as so amended or supplemented, will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with law and (ii) if at any time prior to the Closing Date (A) any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (B) it is necessary to amend or supplement the Pricing Disclosure Package to comply with law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure Package, as so amended or supplemented, will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with law.
(f)     Blue Sky Compliance. The Company will qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of the Shares; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise subject thereto.
(g)     Earning Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated by the Commission thereunder covering a period of at least 12 months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement;  provided  that the Company will be deemed to have furnished such statement to security holders and the Representatives to the extent it is filed on the Commission’s Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”).
(h)     Clear Market. For a period of 180 days after the date of the Prospectus, the Company will not (i) offer, pledge, 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, lend or otherwise transfer or dispose of, directly or indirectly, or submit to or file with, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock, or publicly disclose the intention to undertake any of the foregoing or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or such other securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or

such other securities, in cash or otherwise, without the prior written consent of BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, other than (A) the Shares to be sold hereunder, (B) any shares of Stock of the Company issued upon the exercise or settlement (including any “net” or “cashless” exercises of settlements) of options or restricted stock units or the award, if any, of stock options or restricted stock units in the ordinary course of business, in all cases, pursuant to Company Stock Plans that are described in the Registration Statement, Pricing Disclosure Package and Prospectus, (C) the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement and described in the Registration Statement, Pricing Disclosure Package and Prospectus, or (D) the filing of any registration statement on Form S-8 relating to securities granted or to be granted pursuant to the Company Stock Plans; provided that the restrictions described in clause (i) shall not apply to issuance of common stock directly to a seller of a business or assets as part of the purchase price or private placements in connection with acquisitions by us; provided, further, that (x) any recipient of such shares of common stock will agree to be bound by these restrictions for the remainder of such 180-day period and (y) the aggregate number of shares of common stock that we may offer pursuant to the foregoing proviso shall not exceed 10% of the total number of shares of our common stock issued and outstanding immediately following the completion of the offering contemplated by the Prospectus.
If BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letter described in Section 6(l) hereof for an officer or director of the Company and provide the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially in the form of Exhibit C hereto through a major news service or through other means permitted by FINRA at least two business days before the effective date of the release or waiver, if required by FINRA Rule 5131.
(i)     Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds”.
(j)     No Stabilization. Neither the Company nor its subsidiaries or affiliates will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock.
(k)     Exchange Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the Shares on the New York Stock Exchange (the “Exchange”).
(l)     Reports. During a period of three years from the effective date of the Registration Statement, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, the Company will furnish to the Representatives, as soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and copies of any

reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic quotation system; provided that the Company will be deemed to have furnished such reports and financial statements to the Representatives to the extent they are filed on EDGAR.
(m)     Record Retention . The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(n)     Filings. The Company will file with the Commission such reports as may be required by Rule 463 under the Securities Act.
(o)     Directed Share Program. The Company will comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
(p)     Emerging Growth Company . The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of Shares within the meaning of the Securities Act and (ii) completion of the 180-day restricted period referred to in Section 4(h) hereof.
5.     Certain Agreements of the Underwriters . Each Underwriter hereby represents and agrees that:
(a)    It has not and will not use, authorize use of, refer to or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or Section 4(c) above (including any electronic road show approved in advance by the Company), or (iii) any free writing prospectus prepared by such underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”).
(b)    It has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms of the Shares unless such terms have previously been included in a free writing prospectus filed with the Commission.

6.     Conditions of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Shares on the Closing Date or the Option Shares on the Additional Closing Date, as the case may be, as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions:
(a)     Registration Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or, to the Company’s knowledge, threatened by the Commission; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.
(b)     Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and on and as of the Closing Date or the Additional Closing Date, as the case may be; and the statements of the Company and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date or the Additional Closing Date, as the case may be.
(c)     No Downgrade. Subsequent to the earlier of (A) the Applicable Time and (B) the execution and delivery of this Agreement, (i) no downgrading shall have occurred in the rating accorded any debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any such debt securities or preferred stock issued or guaranteed by the Company or any of its subsidiaries (other than an announcement with positive implications of a possible upgrading).
(d)     No Material Adverse Change. No event or condition of a type described in Section 3(h) hereof shall have occurred or shall exist, which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus (excluding any amendment or supplement thereto) and the effect of which, in the judgment of the Representatives, is so material and adverse as to make it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
(e)     Officer’s Certificate. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, a certificate of the chief financial officer or chief accounting officer of the Company and one additional executive officer of the Company (i) confirming that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge of such officers, the representations set forth in Sections 3(b) and 3(d) hereof are true and correct, (ii) confirming that the other representations and

warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date or the Additional Closing Date, as the case may be, and (iii) to the effect set forth in paragraphs (a) and (c) above.
(f)     Comfort Letters. On the date of this Agreement and on the Closing Date or the Additional Closing Date, as the case may be, PricewaterhouseCoopers LLP shall have furnished to the Representatives, at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided , that the letter delivered on the Closing Date or the Additional Closing Date, as the case may be, shall use a “cut-off” date no more than two business days prior to such Closing Date or such Additional Closing Date, as the case may be.
(g)     Opinion and 10b-5 Statement of Counsel for the Company. Baker Botts L.L.P., counsel for the Company, shall have furnished to the Representatives, at the request of the Company, its written opinion and 10b-5 statement, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex C hereto.
(h)     Opinion of the General Counsel of the Company. Walter A. Baker, the General Counsel of the Company, shall have furnished to the Representatives, his written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives, to the effect set forth in Annex D hereto.
(i)     Opinion and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and 10b-5 statement, addressed to the Underwriters, of Vinson & Elkins L.L.P., counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.
(j)     No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date or the Additional Closing Date, as the case may be, prevent the issuance or sale of the Shares.

(k)     Good Standing . The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, satisfactory evidence of the good standing (or its jurisdictional equivalent) of the Company and its Material Subsidiaries in their respective jurisdictions of organization and in such other jurisdictions as such entities are qualified to conduct business in and the Representatives may reasonably request, in each case, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
(l)     Exchange Listing . The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Exchange, subject to official notice of issuance.
(m)     Lock-up Agreements . The “lock-up” agreements, each substantially in the form of Exhibit D hereto, between you and certain stockholders, officers and directors of the Company relating to sales and certain other dispositions of shares of Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date or the Additional Closing Date, as the case may be.
(n)     Additional Documents. On or prior to the Closing Date or the Additional Closing Date, as the case may be, the Company shall have furnished to the Representatives such further certificates and documents as the Representatives may reasonably request.
All opinions, letters, certificates and evidence mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Underwriters.
7.     Indemnification and Contribution .
(a)     Indemnification of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, reasonable and documented out-of-pocket legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein, not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any Written Testing-the-Waters Communication, any road show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in

each case, except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.
(b)     Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting”.
(c)     Notice and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided , further , that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under the preceding paragraphs of this Section 7. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate in such proceeding and shall pay the reasonable and documented out-of-pocket fees and expenses in such proceeding and shall pay the reasonable and documented out-of-pocket fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time

to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable and documented out-of-pocket fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such reasonable and documented out-of-pocket fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for reasonable and documented out-of-pocket fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (x) such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such request and (y) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (1) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (2) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.
(d)     Contribution. If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Shares or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the

same respective proportions as the net proceeds (before deducting expenses) received by the Company from the sale of the Shares and the total underwriting discounts and commissions received by the Underwriters in connection therewith, in each case, as set forth in the table on the cover of the Prospectus, bear to the aggregate offering price of the Shares. The relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact, or the omission or alleged omission to state a material fact, relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(e)     Limitation on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph (d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any reasonable and documented out-of-pocket legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of paragraphs (d) and (e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Shares exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations hereunder and not joint.
(f)     Non-Exclusive Remedies. The remedies provided for in this Section 7 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.
(g)     Directed Share Program Indemnification . The Company agrees to indemnify and hold harmless the Directed Share Underwriter, its affiliates, directors and officers and each person, if any, who controls the Directed Share Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Directed Share Underwriter Entity”) from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal fees and other expenses incurred in connection with defending or investigating any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to Participants in connection with the Directed Share Program or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) caused by the failure of any Participant to pay for and accept delivery of Directed Shares that the Participant agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program,

other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of the Directed Share Underwriter Entities.
(h)    In case any proceeding (including any governmental investigation) shall be instituted involving any Directed Share Underwriter Entity in respect of which indemnity may be sought pursuant to paragraph (g) above, the Directed Share Underwriter Entity seeking indemnity shall promptly notify the Company in writing and the Company, upon request of the Directed Share Underwriter Entity, shall retain counsel reasonably satisfactory to the Directed Share Underwriter Entity to represent the Directed Share Underwriter Entity and any others the Company may designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Directed Share Underwriter Entity shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Directed Share Underwriter Entity unless (i) the Company and such Directed Share Underwriter Entity shall have mutually agreed to the retention of such counsel, (ii) the Company has failed within a reasonable time to retain counsel reasonably satisfactory to such Directed Share Underwriter Entity, (iii) the Directed Share Underwriter Entity shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the Company or (iv) the named parties to any such proceeding (including any impleaded parties) include both the Company and the Directed Share Underwriter Entity and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not, in respect of the legal expenses of the Directed Share Underwriter Entities in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Directed Share Underwriter Entities. The Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, the Company agrees to indemnify the Directed Share Underwriter Entities from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing sentence, if at any time any Directed Share Underwriter Entity shall have requested the Company to reimburse such Directed Share Underwriter Entity for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Company of the aforesaid request and (ii) the Company shall not have reimbursed such Directed Share Underwriter Entity in accordance with such request prior to the date of such settlement. The Company shall not, without the prior written consent of the Directed Share Underwriter, effect any settlement of any pending or threatened proceeding in respect of which any Directed Share Underwriter Entity is or could have been a party and indemnity could have been sought hereunder by such Directed Share Underwriter Entity, unless (x) such settlement includes an unconditional release of the Directed Share Underwriter Entities from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of the Directed Share Underwriter Entity.
(i)    To the extent the indemnification provided for in paragraph (g) above is unavailable to a Directed Share Underwriter Entity or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then the Company in lieu of indemnifying the

Directed Share Underwriter Entity thereunder, shall contribute to the amount paid or payable by the Directed Share Underwriter Entity as a result of such losses, claims, damages or liabilities (1) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Directed Share Underwriter Entities on the other hand from the offering of the Directed Shares or (2) if the allocation provided by clause 7(i)(1) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 7(i)(1) above but also the relative fault of the Company on the one hand and of the Directed Share Underwriter Entities on the other hand in connection with any statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Directed Share Underwriter Entities on the other hand in connection with the offering of the Directed Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Directed Shares (before deducting expenses) and the total underwriting discounts and commissions received by the Directed Share Underwriter Entities for the Directed Shares, bear to the aggregate public offering price of the Directed Shares. If the loss, claim, damage or liability is caused by an untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact, the relative fault of the Company on the one hand and the Directed Share Underwriter Entities on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement or the omission or alleged omission relates to information supplied by the Company or by the Directed Share Underwriter Entities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
(j)    The Company and the Directed Share Underwriter Entities agree that it would be not just or equitable if contribution pursuant to paragraph (i) above were determined by pro rata allocation (even if the Directed Share Underwriter Entities were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (i) above. The amount paid or payable by the Directed Share Underwriter Entities as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by the Directed Share Underwriter Entities in connection with investigating or defending such any action or claim. Notwithstanding the provisions of paragraph (i) above, no Directed Share Underwriter Entity shall be required to contribute any amount in excess of the amount by which the total price at which the Directed Shares distributed to the public were offered to the public exceeds the amount of any damages that such Directed Share Underwriter Entity has otherwise been required to pay. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in paragraphs (g) through (j) are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
(k)    The indemnity and contribution provisions contained in paragraphs (g) through (j) shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Directed Share Underwriter Entity or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Directed Shares.

8.     Effectiveness of Agreement . This Agreement shall become effective as of the date first written above.
9.     Termination . This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Shares, prior to the Additional Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States, that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the Closing Date or the Additional Closing Date, as the case may be, on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure Package and the Prospectus.
10.     Defaulting Underwriter .
(a)    If, on the Closing Date or the Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of 36 hours within which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Shares on such terms. If other persons become obligated or agree to purchase the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or the Additional Closing Date, as the case may be, for up to five full business days in order to effect any changes that, in the opinion of counsel for the Company or counsel for the Underwriters, may be necessary in the Registration Statement and the Prospectus or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement, unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10, purchases Shares that a defaulting Underwriter agreed but failed to purchase.
(b)    If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, does not exceed one-eleventh of the aggregate number of Shares to be purchased on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

(c)    If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the non-defaulting Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Shares that remain unpurchased on the Closing Date or the Additional Closing Date, as the case may be, exceeds one-eleventh of the aggregate amount of Shares to be purchased on such date, or if the Company shall not exercise the right described in paragraph (b) above, then this Agreement or, with respect to any Additional Closing Date, the obligation of the Underwriters to purchase Shares on the Additional Closing Date, as the case may be, shall terminate without liability on the part of the non-defaulting Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company, except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that the provisions of Section 7 hereof shall not terminate and shall remain in effect.
(d)    Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter for damages caused by its default.
11.     Payment of Expenses .
(a)    Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation: (i) the costs incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection; (ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto) and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the reasonable fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of a Blue Sky Memorandum (including the related fees and expenses of counsel for the Underwriters); (v) the cost of preparing stock certificates; (vi) the costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any filing with, and clearance of the offering by, FINRA, provided , however , that the amounts payable by the Company for the fees and disbursements of counsel to the Underwriters pursuant to subsections (iv) and (vii) shall not exceed $30,000 in the aggregate; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential investors; (ix) all expenses and application fees related to the listing of the Shares on the Exchange; and (x) all of the fees and disbursements of counsel incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the Underwriters in connection with the Directed Share Program. It is further understood, however, that except as provided in this Section and Section 7 hereof, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make and lodging expenses incurred by them in connection with any road show, as applicable.

(b)    If (i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason, fails to tender the Shares for delivery to the Underwriters (other than those set forth in clauses (i), (iii) or (iv) of Section 9) or (iii) the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company agrees to reimburse the Underwriters for all reasonable and documented out-of-pocket costs and expenses (including the reasonable fees and expenses of their counsel) reasonably incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby. Notwithstanding the foregoing, if this Agreement is terminated due to default by the Underwriters as set forth under Section 10 (but only with respect to the defaulting Underwriters), the Underwriters agree to pay their own expenses incurred in connection with this Agreement and the offering contemplated hereby.
12.     Persons Entitled to Benefit of Agreement . This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Shares from any Underwriter shall be deemed to be a successor merely by reason of such purchase.
13.     Survival . The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Shares and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling persons or affiliates referred to in Section 7 hereof.
14.     Certain Defined Terms . For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate” has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has the meaning set forth in Rule 405 under the Securities Act.
15.     Compliance with USA Patriot Act . In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
16.     Miscellaneous .
(a)     Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed by any standard

form of telecommunication. Notices to the Underwriters shall be given to the Representatives c/o BofA Securities, Inc., One Bryant Park, New York, New York 10036; Attention: Syndicate Department (fax: (646) 855-3073), with a copy to ECM Legal (fax: (212) 230-8730); J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179 (fax: (212) 622-8358); Attention Equity Syndicate Desk; and Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198; Attention: Registration Department. Notices to the Company shall be given to it at 20 East Greenway Plaza, Suite 475, Houston, Texas 77046 (fax: (281) 624-4665); Attention: Walter A. Baker.
(b)     Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York.
(c)     Submission to Jurisdiction . The Company hereby submits to the exclusive jurisdiction of the U.S. federal and New York state courts 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. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company and may be enforced in any court to the jurisdiction of which Company is subject by a suit upon such judgment.
(d)     Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.
(e)     Recognition of the U.S. Special Resolution Regimes .
(i) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a State of the United States.
(ii) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
As used in this Section 16(g):
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
(f)     Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.
(g)     Amendments or Waivers . No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
(h)     Headings . The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.
[signature page follows]

If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,	
	
SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board,	
	 	President and Chief Executive Officer	

Accepted: As of the date first written above

BOFA SECURITIES, INC.	
	
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.	
		
By:	 	/s/ Christopher Phi	
	 	            Authorized Signatory	
J.P. MORGAN SECURITIES LLC
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

By:	 	/s/ Michael Rhodes	
	 	            Authorized Signatory	
GOLDMAN SACHS & CO. LLC
For itself and on behalf of the
several Underwriters listed
in Schedule 1 hereto.

By:	 	/s/ Goldman Sachs & Co. LLC	
	 	            Authorized Signatory	

Schedule 1

	Underwriter	  	Number of
Shares	 	
BofA Securities, Inc.
J.P. Morgan Securities LLC	  	 
	3,920,000
3,220,000	 
 		
Goldman Sachs & Co. LLC	  	 	2,660,000	 		
Credit Suisse Securities (USA) LLC	  	 	2,100,000	 		
KeyBanc Capital Markets Inc.	  	 	840,000	 		
Robert W. Baird & Co. Incorporated	  	 	630,000	 		
Roth Capital Partners, LLC	  	 	630,000	 		
	  	 	 	 		
Total	  	 	14,000,000	 		

Schedule 2
Material Subsidiaries
 
1.	Sunnova Energy Corporation	
 
2.	Sunnova Asset Portfolio 4, LLC	
 
3.	Helios Issuer, LLC	
 
4.	Sunnova TEP I, LLC	
 
5.	Sunnova EZ-Own Portfolio, LLC	
 
6.	Sunnova Helios II Issuer, LLC	
 
7.	Sunnova TEP II Holdings, LLC	
 
8.	Sunnova TEP II, LLC	
 
9.	Sunnova TEP II-B, LLC	
 
10.	Sunnova TEP III, LLC	
 
11.	Sunnova Helios III Issuer, LLC	
 
12.	Sunnova RAYS I Issuer, LLC	

Annex A
a.     Pricing Disclosure Package
Free Writing Prospectus dated July 24, 2019
b. Pricing Information Provided Orally by Underwriters
Price per share to the public: $12.00
Number of Underwritten Shares: 14,000,000

Annex B
Written Testing-the-Waters Communications
 
1.	Presentation titled “Testing the Waters Presentation, May 2019”	
 
2.	Presentation titled “Sunnova Presentation, June 2019”	

Annex C
Form of Opinion of Counsel for the Company
(a)    The Company is a corporation validly existing and in good standing under the Delaware General Corporation Law, with all requisite corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(b)    Sunnova Energy Corporation is a corporation validly existing and in good standing under the Delaware General Corporation Law with all requisite corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Each other Material Subsidiary is a limited liability company validly existing in good standing under the Delaware Limited Liability Company Act with all requisite limited liability company power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(c)    Each of the Company and Sunnova Energy Corporation is duly qualified to transact business as a foreign corporation, and each other Material Subsidiary is duly qualified to transact business as a foreign limited liability company, in each case in the jurisdictions set forth opposite their names on Schedule 1 hereto.
(d)    The Company has all requisite corporate power and authority to execute and deliver the Underwriting Agreement and each of the other Transaction Documents to which it is a party and to perform its obligations thereunder.
(e)    The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
(f)    The Transaction Documents other than the Underwriting Agreement have been duly authorized, executed and delivered by the Company, and such other Transaction Documents, assuming the due authorization, execution and delivery by the other parties thereto (other than subsidiaries of the Company), are valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms; provided that, with respect to each such agreement, the enforceability thereof may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (ii) public policy, applicable law relating to fiduciary duties and indemnification and an implied covenant of good faith and fair dealing.
(g)    Each Transaction Document conforms in all material respects to the description thereof contained in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(h)    The Shares have been duly authorized by the Company and, when issued and delivered to the Underwriters in accordance with the terms of the Underwriting Agreement against payment of the consideration therefor, will be validly issued, fully paid and nonassessable, and the issuance of the Shares will not be subject to any preemptive rights under the Delaware General Corporation Law, the Second Amended and Restated Certificate of Incorporation, the Amended and Restated By-Laws or the Stockholders Agreement.
(i)    The execution and delivery by the Company of the Transaction Documents, and the performance by the Company of its obligations thereunder, including the issuance and sale of the Shares, do not (i) violate the charter or bylaws or similar organizational documents of the Company or any of the Material Subsidiaries, (ii) result in a breach or violation of any of the terms or provisions of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute such a default) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property of the Company or any Material Subsidiary pursuant to the express terms of, any Specified Agreement or (iii) violate any statute, rule or regulation of the United States, the State of New York, the Delaware General Corporation Law or the Delaware Limited Liability Company Act that, in our experience, is normally applicable to transactions of the type contemplated by the Underwriting Agreement, except, in the case of clauses (ii) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect; provided, however, that we express no opinion with respect to federal or state securities laws or other anti-fraud statutes, rules or regulations.
(j)    No consent, approval, authorization, order, registration, filing or qualification of or with any governmental authority is required under United States federal law or under the Delaware General Corporation Law in connection with the execution and delivery of the Transaction Documents by the Company, the performance by the Company of its obligations thereunder or the consummation of the transactions provided for therein, except such as may be required under applicable state or federal securities laws or the bylaws and rules and regulations of FINRA or the New York Stock Exchange, as to which we do not express any opinion, and those which have been made or obtained.
(k)    The Registration Statement has been declared effective under the Securities Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) under the Securities Act has been made in the manner and within the period required by Rule 424(b) (without reference to Rule 424(b)(8)); to our knowledge, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued by the Commission and no proceedings for that purpose or pursuant to Section 8A of the Securities Act have been instituted by the Commission and are pending.
(l)    The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the heading “Capitalization”; all the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; the statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Description of Capital Stock,” insofar as they purport to constitute a summary of the terms of the Common Stock (including the Shares), are accurate summaries of the terms of the Common Stock in all material respects.

(m)    The statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders Of Our Common Stock,” insofar as they purport to constitute a summary of laws or regulations, are accurate summaries of such laws or regulations in all material respects.
(n)    The Issuer is not, and immediately following the issuance and sale of the Shares pursuant to the Underwriting Agreement and the application of the net proceeds from such sale as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Use of Proceeds” will not be, required to register as an “investment company” under the Investment Company Act.
In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon the representations and warranties of the parties to the Underwriting Agreement, upon certificates of officers and employees of the Company and upon information obtained from public officials, (ii) assume that all documents submitted to us as originals are authentic, that all copies submitted to us conform to the originals thereof, and that the signatures on all documents examined by us are genuine, (iii) state that our opinion is limited to matters governed by the law of the State of New York, the Delaware General Corporation Law, the Delaware Limited Liability Company Act and United States federal law to the extent specifically referred to herein, in each case as published and in effect on the date hereof, (iv) with respect to the opinions expressed as to the valid existence and good standing or due qualification as a foreign corporation or limited liability company, as the case may be, of the Company and the Material Subsidiaries, state that such opinions are based solely upon certificates of good standing provided by the Secretary of State of the state of formation and certificates of foreign qualification provided by the Secretary of State of the states listed on a schedule to be attached to our opinion (each of which shall be dated as of a date not more than fourteen days prior to the Closing Date and shall be provided to counsel to the Underwriters), and (v) state that we express no opinion with respect to (A) any permits to own or operate any real or personal property, or (B) state or local taxes or tax statutes to which the Company or any of its subsidiaries or stockholders may be subject.
We have reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and have participated in conferences with officers and other representatives of the Company, with representatives of the Company’s independent registered public accounting firm, and with your representatives and your counsel, at which the contents of the Registration Statement, the Pricing Disclosure Package, the Prospectus and related matters were discussed. The purpose of our professional engagement was not to establish or confirm factual matters set forth in the Registration Statement, the Pricing Disclosure Package or the Prospectus, and we have not undertaken to verify independently any of the factual matters in such documents. Moreover, many of the determinations required to be made in the preparation of the Registration Statement, the Pricing Disclosure Package and the Prospectus involve matters of a non-legal nature. Accordingly, we are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained or included in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except to the extent stated in paragraphs (k) and (l) above). Subject to the foregoing and on the basis of the information we gained in the course of performing the services referred to above, we advise you that:

(a)    the Registration Statement, as of its effective date, and the Prospectus, as of its date and the date hereof, appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the rules and regulations of the Commission thereunder; and
(b)    nothing came to our attention that caused us to believe that:
(1) the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
(2) the Pricing Disclosure Package, as of the Applicable Time, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or
(3) the Prospectus, as of its date or as of the date hereof, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
it being understood that in each case we have not been asked to, and do not, express any belief with respect to (a) the financial statements and schedules or other financial or accounting information contained or omitted therefrom, or (b) representations and warranties and other statements of fact contained in the exhibits to the Registration Statement.
The opinion of Baker Botts L.L.P. described above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

Specified Agreements

1.	 	Second Amended and Restated Certificate of Incorporation of Sunnova Energy International Inc.	
		
2.	 	Second Amended and Restated Bylaws of Sunnova Energy International Inc.	
		
3.	 	Stockholders Agreement among Sunnova Energy International Inc. and certain holders of its capital stock.	
		
4.	 	Second Amended and Restated Registration Rights Agreement among Sunnova Energy International Inc. and certain stockholders party thereto.	
		
5.	 	Amended and Restated Piggyback Registration Rights Agreement among Sunnova Energy International Inc. and certain stockholders party thereto.	
		
6.	 	Indenture, among Helios Issuer, LLC and Wells Fargo Bank, National Association, dated April 19, 2017.	
		
7.	 	Indenture, among Sunnova Energy Corporation and Wilmington Trust, National Association, dated April 24, 2017.	
		
8.	 	First Supplemental Indenture, among Sunnova Energy Corporation and Wilmington Trust, National Association, dated November 21, 2017.	
		
9.	 	Second Supplemental Indenture, among Sunnova Energy Corporation and Wilmington Trust, National Association, dated September 28, 2018.	
		
10.	 	Third Supplemental Indenture, among Sunnova Energy Corporation and Wilmington Trust, National Association, dated January 18, 2019.	
		
11.	 	Fourth Supplemental Indenture, among Sunnova Energy Corporation and Wilmington Trust, National Association, dated April 5, 2019.	
		
12.	 	Fifth Supplemental Indenture, among Sunnova Energy Corporation and Wilmington Trust, National Association, dated June 26, 2019.	
		
13.	 	Indenture, among Sunnova Helios II Issuer, LLC and Wells Fargo Bank, National Association, dated November 8, 2018.	
		
14.	 	Indenture, among Sunnova RAYS I Issuer, LLC and Wilmington Trust, National Association, dated March 28, 2019.	
		
15.	 	Indenture Supplement No. 1, among Sunnova RAYS I Issuer, LLC and Wilmington Trust, National Association, dated March 28, 2019.	
		
16.	 	Indenture Supplement No. 2, among Sunnova RAYS I Issuer, LLC and Wilmington Trust, National Association, dated June 7, 2019.	
		
17.	 	Indenture, among Sunnova Helios III Issuer, LLC and Wells Fargo Bank, National Association, dated June 27, 2019.	
		
18.	 	Note Purchase Agreement, among Sunnova RAYS I Issuer, LLC, Sunnova RAYS I Depositor, LLC, Sunnova RAYS I Management, LLC, and the Purchasers named therein, dated March 28, 2019.	
		
19.	 	Note Purchase Agreement Supplement No. 1, among Sunnova RAYS I Issuer, LLC, Sunnova RAYS I Depositor, LLC, Sunnova RAYS I Management LLC, and the Purchasers named therein, dated March 28, 2019.	
		
20.	 	Note Purchase Agreement Supplement No. 2 and Amendment among Sunnova RAYS I Issuer, LLC, Sunnova RAYS I Depositor, LLC, Sunnova RAYS I Management LLC, and the Purchasers named therein, dated June 7, 2019.	
		
21.	 	Amended and Restated Credit Agreement, among Sunnova Asset Portfolio 4, LLC, Texas Capital Bank, Viewpoint Bank, National Association, and the Lenders from time to time party thereto, dated June 28, 2019.	

			
22.	 	Amended and Restated Credit Agreement, among Sunnova LAP Holdings, LLC, Sunnova LAP I, LLC, Sunnova LAP II, LLC, Sunnova SSA Management, LLC, Sunnova Asset Portfolio 7 Holdings, LLC, Credit Suisse AG, New York Branch, Wells Fargo Bank, National Association, U.S. Bank National Association, the Funding Agents from time to time party thereto, and the Lenders from time to time a party thereto, dated November 8, 2018.	
		
23.	 	Amended and Restated Limited Performance Guaranty, among Sunnova Energy Corporation, Sunnova LAP Holdings, LLC, Sunnova LAP I, LLC, Sunnova LAP II, LLC, and Credit Suisse AG, New York Branch, dated June 27, 2019.	
		
24.	 	Amended and Restated Credit Agreement, among Sunnova EZ-Own Portfolio, LLC, Sunnova SLA Management, LLC, Sunnova Asset Portfolio 7 Holdings, LLC, Credit Suisse AS, New York Branch, Wells Fargo Bank, National Association, U.S. Bank National Association, the Funding Agents from time to time party thereto, and the Lenders from time to time party thereto, dated March 27, 2019.	
		
25.	 	Third Amended and Restated Limited Performance Guaranty among Sunnova Energy Corporation, Sunnova EZ-Own Portfolio, LLC, and Credit Suisse AG, New York Branch, dated June 27, 2019.	
		
26.	 	Amended and Restated Credit Agreement, among Sunnova TEP II Holdings, LLC, Sunnova TE Management II, LLC, Credit Suisse AG, New York Branch, the Funding Agents from time to time party thereto, and the Lenders from time to time party thereto, dated March 29, 2019.	
		
27.	 	Amended and Restated Parent Guaranty among Sunnova Energy Corporation, Sunnova TEP II Holdings, LLC, and Credit Suisse AG, New York Branch, dated June 27, 2019.	
		
28.	 	Subordinated Convertible Promissory Note by Sunnova Energy Corporation, dated March 12, 2018.	
		
29.	 	Subordinated Convertible Promissory Note by Sunnova Energy Corporation, dated June 28, 2019.	

Annex D
Form of General Counsel Opinion
(a) To his actual knowledge, after due inquiry, (A) there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings that are required under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and that are not so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and no such investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others, and (B) there are no statutes, regulations or contracts and other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and that have not been so filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
(b) The execution and delivery by the Company of the Transaction Documents, and the performance by the Company of its obligations thereunder, including the issuance and sale of the Shares, do not (i) violate any order, judgment, decree, or injunction known to him to which any of the Company or any of its Material Subsidiaries is a party or to which any of their property or assets is subject, or (ii) violate the charter or bylaws or similar organizational documents of any of the Company’s subsidiaries other than the Material Subsidiaries, except, in the case of clause (i) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, have a Material Adverse Effect.
In rendering such opinion, such counsel may (i) rely in respect of matters of fact upon the representations and warranties of the parties to the Underwriting Agreement, upon certificates of officers and employees of the Company and upon information obtained from public officials, (ii) assume that all documents submitted to him as originals are authentic, that all copies submitted to him conform to the originals thereof, and that the signatures on all documents examined by him are genuine, and (iii) state that his opinion is limited to matters governed by the laws of the State of Texas and United States federal law to the extent specifically referred to herein, in each case as published and in effect on the date hereof.
The opinion of the general counsel of Sunnova Energy International Inc. described above shall be rendered to the Underwriters at the request of the Company and shall so state therein.

Exhibit A
EGC – Testing the waters authorization (to be delivered by the issuer to J.P. Morgan in email or letter form)
In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), Sunnova Energy International Inc. (the “Issuer”) hereby authorizes BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (together, the “Representatives”) and each of its affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.
The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify the Representatives in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
Nothing in this authorization is intended to limit or otherwise affect the ability of the Representatives and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, including, without limitation, any written communication containing only one or more of the statements specified under Rule 134(a) under the Act. This authorization shall remain in effect until the Issuer has provided to the Representatives a written notice revoking this authorization. All notices as described herein shall be sent by email to the attention of [ ● ] at [ email ], with copies to [ as applicable] .

Exhibit B
[Form of Waiver of Lock-up]
Sunnova Energy International Inc.
Public Offering of Common Stock
            , 2019
[Name and Address of
Officer or Director
Requesting Waiver]
Dear Mr./Ms. [Name]:
This letter is being delivered to you in connection with the offering by Sunnova Energy International Inc. (the “Company”) of shares of common stock, $0.01 par value (the “Common Stock”), of the Company and the lock-up letter dated [●], 2019 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated             , 20    , with respect to          shares of Common Stock (the “Shares”).
BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC hereby agree to [waive] [release] the transfer restrictions set forth in the Lock-up Letter, but only with respect to the Shares, effective            , 2019; provided , however , that such [waiver] [release] is conditioned on the Company announcing the impending [waiver] [release] by press release through a major news service at least two business days before effectiveness of such [waiver] [release]. This letter will serve as notice to the Company of the impending [waiver] [release].
Except as expressly [waived] [released] hereby, the Lock-up Letter shall remain in full force and effect.
[signature page follows]

			
Yours very truly,	
	
BofA Securities, Inc.	
J.P. Morgan Securities LLC	
Goldman Sachs & Co. LLC	
	
BOFA SECURITIES, INC.	
	
For itself and on behalf of the several Underwriters	
		
By:	 	 	
	 	            Authorized Signatory	
	
J.P. MORGAN SECURITIES LLC	
	
For itself and on behalf of the several Underwriters	
		
By:	 	 	
	 	            Authorized Signatory	
	
GOLDMAN SACHS & CO. LLC	
	
For itself and on behalf of the several Underwriters	
		
By:	 	 	
	 	            Authorized Signatory	

Exhibit C
[Form of Press Release]
Sunnova Energy International Inc.
[Date]
Sunnova Energy International Inc. (“Company”) announced today that BofA Securities, Inc., J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as the lead book-running managers in the Company’s recent public sale of shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on             , 201[9], and the shares may be sold on or after such date.
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

Exhibit D
[Form of Lock-Up Agreement]
             , 2019
BOFA SECURITIES, INC.
J.P. MORGAN SECURITIES LLC
GOLDMAN SACHS & CO. LLC
As Representatives of
the several Underwriters listed in
Schedule 1 to the Underwriting
Agreement referred to below
[c/o [●]]
 
 	Re:	Sunnova Energy International Inc. — Public Offering	
Ladies and Gentlemen:
The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Sunnova Energy International Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, par value $0.0001 per share, of the Company. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 180 days after the date of the final prospectus (the “Public Offering Date”) relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of any class or series of common stock of the Company or Sunnova Energy Corporation, a Delaware corporation (collectively, the “Common Stock”), or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) (collectively with the Common Stock, the “Lock-Up Securities”), or publicly disclose the intention to undertake any of the foregoing, (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic

consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise or (3) make any demand for or exercise any right with respect to the registration of any shares of Lock-Up Securities, in each case other than the Common Stock to be sold by the undersigned pursuant to the Underwriting Agreement to the Underwriters or as otherwise provided herein.
The foregoing restrictions are expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to, or which reasonably would be expected to, lead to or result in a sale or disposition of the undersigned’s Lock-Up Securities even if such Lock-Up Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the undersigned’s Lock-Up Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Lock-Up Securities.
Notwithstanding the foregoing, the undersigned may transfer the undersigned’s Lock-Up Securities:
 
 	(i)	as a bona fide gift or gifts, or for bona fide estate planning purposes,	
 
 	(ii)	by will or intestacy,	
 
 	(iii)	to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin),	
 
 	(iv)	to any immediate family member,	
 
 	(v)	to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are the legal and beneficial owner of all of the outstanding equity securities or similar interests,	
 
 	(vi)	to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (v) above,	
 
 	(vii)	by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement,	
 
 	(viii)	to the Company from an employee of or service provider of the Company upon death, disability or termination of employment, in each case, of such employee or service provider,	
 
 	(ix)	if the undersigned is a corporation, partnership, limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that is an affiliate (as defined in Rule 405	

 	promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned (including, for the avoidance of doubt, where the undersigned is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership), or (B) as part of a distribution, transfer or disposition without consideration by the undersigned to its stockholders, partners, members or other equity holders,	
 
 	(x)	in transactions relating to shares of Lock-Up Securities that the undersigned may purchase in open market transactions after the Public Offering Date,	
 
 	(xi)	to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this Letter Agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Registration Statement, Disclosure Package and the Prospectus,	
 
 	(xii)	to the Company in connection with the repurchase of shares of Common Stock issued pursuant to equity awards granted under a stock incentive plan or other equity award plan, which plan is described in the Registration Statement, Disclosure Package and the Prospectus, or pursuant to the agreements pursuant to which such shares were issued, as described in the Registration Statement, Disclosure Package and the Prospectus, provided that such repurchase of shares of Common Stock is in connection with the termination of the undersigned’s service-provider relationship with the Company,	
 
 	(xiii)	pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a change of control of the Company (for purposes hereof, “change of control” shall mean 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, of shares of capital stock if, after such transfer, such person or group of affiliated persons would hold more than 50% of the outstanding voting securities of the Company (or the surviving entity)), provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Lock-Up Securities shall remain subject to the provisions of this Letter Agreement, or	

 	(xiv)	for shares of Lock-Up Securities in connection with the conversion, reclassification, exchange or swap of any outstanding preferred stock, other classes of Lock-Up Securities into shares of one or more series or classes of Lock-Up Securities, provided that any such shares of Lock-Up Securities received upon such conversion, reclassification, exchange or swap shall be subject to the terms of this Letter Agreement, provided further that for the avoidance of doubt, no transfers are permitted under this subsection (xiv) except for transfers to or from the Company to the extent specifically permitted by this Agreement,	
provided that (A) in the case of any transfer or distribution pursuant to clause (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix), each donee, devisee, transferee or distributee shall execute and deliver to the Representatives a lock-up letter in the form of this Letter Agreement, (B) in the case of any transfer or distribution pursuant to clause (i), (ii), (iii), (iv), (v), (vi), (ix) and (x), no filing by any party (donor, donee, transferor, transferee, distributor or distributee) under the Exchange Act, or other public announcement reporting a reduction in beneficial ownership of shares of Common Stock shall be required or shall be made voluntarily in connection with such donation, transfer or distribution (other than any required filing on a Form 5 that is made after the expiration of the Restricted Period), (C) in the case of any transfer or distribution pursuant to clause (vii), (viii), (xi) and (xii) it shall be a condition to such transfer that any filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership of shares of Common Stock shall clearly indicate in the footnotes thereto the nature and conditions of such transfer and (D) in the case of (i), (ii), (iii), (iv), (v), (vi) and (ix) above, such transfer shall not involve a disposition for value.
In addition, the foregoing paragraph shall not apply to the establishment of trading plans by the undersigned pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that (1) such plans do not provide for the transfer of Common Stock during the Restricted Period and (2) no filing by any party under the Exchange Act or other public announcement shall be required or made voluntarily in connection with such trading plan.
The undersigned further agrees that the foregoing provisions shall be equally applicable to any Company-directed Securities the undersigned may purchase in the Public Offering.
If the undersigned is an officer or director of the Company, (i) the Representatives, on behalf of themselves and the other Underwriters, agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives, on behalf of themselves and the other Underwriters, will notify the Company of the impending release or waiver, and (ii) the Company has agreed, or will agree, in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least two business days before the effective date of the release or waiver, if required by FINRA Rule 5131 (or such longer period required by any successor provision thereto) . Any release or waiver granted by the Representatives on behalf of the Underwriters hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for

consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.
In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.
The undersigned hereby consents to receipt of this Letter Agreement in electronic form and understands and agrees that this Letter Agreement may be signed electronically. In the event that any signature is delivered by facsimile transmission, electronic mail, or otherwise by electronic transmission evidencing an intent to sign this Letter Agreement, such facsimile transmission, electronic mail or other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if such signature were an original. Execution and delivery of this Letter Agreement by facsimile transmission, electronic mail or other electronic transmission is legal, valid and binding for all purposes.
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.
Notwithstanding anything to the contrary contained herein, this Letter Agreement will automatically terminate and the undersigned shall be released from all obligations under this Letter Agreement upon the earliest to occur, if any, of (i) the Company advises the Representatives in writing that it has determined not to proceed with the Public Offering, (ii) the Company files an application with the SEC to withdraw the registration statement related to the Public Offering, (iii) the Underwriting Agreement is executed but (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, or (iv) August 14, 2019, if the Underwriting Agreement does not become effective by such date; provided, however, that the Company may, by written notice to the undersigned prior to such date, extend such date for a period of up to three additional months. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.
[Signature Page Follows]

This Letter Agreement and any claim, controversy or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.

							
	  		  	    Very truly yours,	
		
IF AN INDIVIDUAL:	  	IF AN ENTITY:	
		
  By:                                                                                                    	  	                                                                                                                	
            (duly authorized signature)	  	(please print complete name of entity)	
		
  Name:                                                                                                	  	By:                                                                                                            	
	  	            (please print full name)	  		 	    (duly authorized signature)	
			
	  		  	Name:                                                                                                        	
	  		  		 	        (please print full name)	
			
	  		  	Title:                                                                                                          	
	  		  		 	        (please print full title)	
[Signature Page to Lock-Up Agreement]

Exhibit 2.1
Execution Version
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is entered into as of July 29, 2019, by and among Sunnova Energy Corporation, a Delaware corporation (“ SEC ”), Sunnova Energy International Inc., a Delaware corporation and wholly owned subsidiary of SEC (“ Holdings ”), and Sunnova Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Holdings (“ Merger Sub ”).
RECITALS
WHEREAS, on the date hereof, SEC has the authority to issue 350,000,000 shares, consisting of: (i) 180,000,000 shares of Series A Common Stock, par value $0.01 per share (the “ SEC Series A Common Stock ”), of which 20,093,529 shares are issued and outstanding; (ii) 20,000,000 shares of Series B Common Stock, par value $0.01 per share (the “ SEC Series B Common Stock ” and, together with the SEC Series A Common Stock, the “ SEC Common Stock ”), of which 55,695 shares are issued and outstanding; (iii) 110,000,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “ SEC Series A Preferred Stock ”), of which 104,819,659 shares are issued and outstanding; and (iv) 40,000,000 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the “ SEC Series C Preferred Stock ” and, together with the SEC Series A Preferred Stock, the “ SEC Preferred Stock ”), of which 30,344,827 shares are issued and outstanding.
WHEREAS, as of the Effective Time (as defined below), Holdings will have the authority to issue 350,000,000 shares, consisting of: (i) 180,000,000 shares of Series A Common Stock, par value $0.01 per share (the “ Holdings Series A Common Stock ”); (ii) 20,000,000 shares of Series B Common Stock, par value $0.01 per share (the “ Holdings Series B Common Stock ” and, together with the Holdings Series A Common Stock, the “ Holdings Common Stock ”); (iii) 110,000,000 shares of Series A Convertible Preferred Stock, par value $0.01 per share (the “ Holdings Series A Preferred Stock ”); and (iv) 40,000,000 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the “ Holdings Series C Preferred Stock ” and, together with the Holdings Series A Preferred Stock, the “ Holdings Preferred Stock ”).
WHEREAS, as of the date hereof, Merger Sub has the authority to issue 5,000 shares of common stock, par value $0.01 per share (the “ Merger Sub Common Stock ”), of which 5,000 shares are issued and outstanding on the date hereof and owned by Holdings.
WHEREAS, as of the Effective Time, the designations, rights, powers and preferences, and the qualifications, limitations and restrictions of the Holdings Series A Common Stock, Holdings Series B Common Stock, Holdings Series A Preferred Stock and Holdings Series C Preferred Stock will be the same as those of the SEC Series A Common Stock, SEC Series B Common Stock, SEC Series A Preferred Stock and SEC Series C Preferred Stock, respectively.
WHEREAS, the Amended and Restated Certificate of Incorporation of Holdings (the “ Holdings Charter ”) and the Amended and Restated Bylaws of Holdings (the “ Holdings Bylaws ”), which will be in effect immediately following the Effective Time, contain provisions identical to the Sixth Amended and Restated Certificate of Incorporation of SEC (the “ SEC Charter ”) and the Second Amended and Restated Bylaws of SEC (the “ SEC Bylaws ”),

respectively, in effect as of the date hereof and that will be in effect immediately prior to the Effective Time (other than as permitted by Section 251(g) of the Delaware General Corporation Law (the “ DGCL ”)).
WHEREAS, Holdings and Merger Sub are newly formed corporations organized for the sole purpose of participating in the transactions herein contemplated and actions related thereto, own no assets (other than Holdings’ ownership of Merger Sub and nominal capital) and have taken no actions other than those necessary or advisable to organize the corporations and to effect the transactions herein contemplated and actions related thereto.
WHEREAS, SEC desires to reorganize into a holding company structure pursuant to Section 251(g) of the DGCL, under which Holdings would become a holding company, by the merger of Merger Sub with and into SEC, with SEC surviving as a wholly owned subsidiary of Holdings (the “ Merger ”), and with each outstanding share of SEC Series A Common Stock, SEC Series B Common Stock, SEC Series A Preferred Stock and SEC Series C Preferred Stock as of immediately prior to the Effective Time being converted in the Merger into one share of Holdings Series A Common Stock, Holdings Series B Common Stock, Holdings Series A Preferred Stock or Holdings Series C Preferred Stock, respectively (together with the Merger, the “ Reorganization ”).
WHEREAS, the Boards of Directors of each of SEC, Holdings and Merger Sub have unanimously declared that this Agreement and the transactions contemplated hereby, including the Reorganization, are advisable and in the best interest of SEC, Holdings and Merger Sub, respectively, and their respective stockholders;
WHEREAS, the Boards of Directors of each of SEC, Holdings and Merger Sub have unanimously authorized and approved this Agreement, the Reorganization and the performance of the transactions contemplated by this Agreement;
WHEREAS, immediately following the execution and delivery of this Agreement, Holdings, in its capacity as the sole stockholder of Merger Sub, shall approve and adopt the Merger, this Agreement and, to the extent applicable, the other transactions described herein upon the terms and subject to the conditions set forth in this Agreement;
WHEREAS, the Merger is intended to constitute a tax-deferred transfer of property under Section 351(a) of the Code or a tax-deferred reorganization described in Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code (as defined herein).
NOW THEREFORE, in consideration of the foregoing and of the covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
THE MERGER
SECTION 1.1 The Merger. Upon the terms and subject to the conditions of this Agreement, and in accordance with Section 251(g) of the DGCL, at the Effective Time (as defined
 
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in Section  1.2 ), Merger Sub shall be merged with and into SEC, the separate corporate existence of Merger Sub shall thereupon cease and SEC shall continue as the surviving corporation in the Merger (sometimes hereinafter referred to as the “ Surviving Corporation ”). At the Effective Time, the effects of the Merger shall be as provided in this Agreement and in Section 259 of the DGCL.
SECTION 1.2 Filing Certificate of Merger; Effective Time. As soon as practicable following the satisfaction or, to the extent permitted by applicable law, waiver of the conditions set forth in Article V , if this Agreement shall not have been terminated prior thereto as provided in Section  6.1 , SEC shall cause a certificate of merger (the “ Certificate of Merger ”) meeting the requirements of the DGCL to be properly executed and filed in accordance with such sections and otherwise make all other filings or recordings as required by the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as shall be designated in the Certificate of Merger (the “ Effective Time ”).
ARTICLE II
CHARTER DOCUMENTS, DIRECTORS AND OFFICERS
SECTION 2.1 Name of Surviving Corporation. The name of the Surviving Corporation shall be “Sunnova Energy Corporation.”
SECTION 2.2 Certificate of Incorporation of Surviving Corporation. From and after the Effective Time, the Certificate of Incorporation of SEC as in effect immediately prior to the Effective Time shall remain unchanged and shall be the Certificate of Incorporation of the Surviving Corporation until thereafter further amended as provided therein and in accordance with the DGCL, except as follows:
 
 	(i)	The first sentence of Section IV.1 of Article IV thereof shall be amended and restated in its entirety in the Merger as follows:	
“The total number of shares of capital stock which the Corporation shall have the authority to issue shall be (i) two (2) shares of convertible preferred stock having a par value of $0.01 per share (“ Convertible Preferred Stock ”), (a) of which, one (1) share is designated as the “ Series A Convertible Preferred Stock ” and (b) of which, one (1) share is designated as the “ Series C Convertible Preferred Stock ”; and (ii) four thousand nine hundred ninety eight (4,998) shares of common stock having a par value of $0.01 per share (“Common Stock”).”
 
 	(ii)	The first paragraph of Section IV.2 of Article IV thereof shall be amended and restated in its entirety in the Merger as follows:	
“The Corporation shall have two classes of Common Stock: Series A Common Stock and Series B Common Stock. The Corporation shall have the authority to issue four thousand nine hundred ninety seven (4,997) shares of Series A Common Stock and one (1) share of Series B Common Stock.”
 
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 	(iii)	A new Article XI thereof shall be added thereto in the Merger, which shall read in its entirety as follows:	
“Any act or transaction by or involving the Corporation, other than the election or removal of directors of the Corporation, that requires for its adoption under the DGCL or this Certificate of Incorporation the approval of the stockholders of the Corporation shall, pursuant to and in accordance with Section 251(g) of the DGCL, require, in addition, the approval of the stockholders of Sunnova Energy International Inc., a Delaware corporation, or any successor thereto by merger, by the same vote that is required by the DGCL or this Certificate of Incorporation, as the case may be.”
SECTION 2.3 Bylaws of Surviving Corporation . From and after the Effective Time, the Bylaws of SEC as in effect immediately prior to the Effective Time shall remain unchanged and shall be the Bylaws of the Surviving Corporation until thereafter further amended as provided therein and in accordance with the DGCL and the Certificate of Incorporation of the Surviving Corporation.
SECTION 2.4 Directors of Surviving Corporation. From and after the Effective Time, the directors of SEC immediately prior to the Effective Time shall be the directors of the Surviving Corporation, each such director to serve in such capacity until his or her successor is duly elected and qualified or his or her earlier death, resignation or removal.
SECTION 2.5 Officers of Surviving Corporation. From and after the Effective Time, the officers of SEC immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each such officer to serve in such capacity until his or her successor is duly elected or appointed or his or her earlier death, resignation or removal.
SECTION 2.6 Directors and Officers of Holdings. Prior to the Effective Time, SEC, in its capacity as the sole stockholder of Holdings, agrees to take or cause to be taken all such actions as are necessary to cause those persons serving as the directors and officers of SEC immediately prior to the Effective Time to be elected or appointed as the directors and officers of Holdings (to the extent the officers and directors of Holdings and SEC are not already identical), each such person to have the same office(s) with Holdings (and the same committee memberships in the case of directors) as he or she held with SEC, with the directors to serve until their respective successors are elected and qualified (or their earlier death, disability or retirement).
SECTION 2.7 Certificate of Incorporation of Holdings. On or prior to the Effective Time, (i) the Board of Directors of Holdings shall have approved, and the Company, in its capacity as sole stockholder of Holdings, shall have adopted, the Holdings Charter, and the Holdings Charter shall have been filed with the Secretary of State of the State of Delaware and shall have become effective, and (ii) the Holdings Bylaws shall have been adopted and shall be in full force and effect.
 
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ARTICLE III
CANCELLATION AND CONVERSION OF STOCK
SECTION 3.1 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of either SEC, Holdings or Merger Sub:
(a) Conversion of Merger Sub Shares . All of the issued and outstanding shares of Merger Sub Common Stock, par value $0.01 per share, as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into an aggregate number of one 4,997 validly issued, fully paid and nonassessable shares of SEC Series A Common Stock.
(b) Conversion of SEC Shares . Each issued and outstanding share of SEC Series A Common Stock as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one validly issued, fully paid and nonassessable share of Holdings Series A Common Stock. Each issued and outstanding share of SEC Series B Common Stock as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one validly issued, fully paid and nonassessable share of Holdings Series B Common Stock. Each issued and outstanding share of SEC Series A Preferred Stock as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one validly issued, fully paid and nonassessable share of Holdings Series A Preferred Stock. Each issued and outstanding share of SEC Series C Preferred Stock as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be converted into one validly issued, fully paid and nonassessable share of Holdings Series C Preferred Stock, par value $0.01 per share. Each share of SEC Common Stock or SEC Preferred Stock owned by SEC as treasury stock immediately prior to the Effective Time shall automatically be cancelled and no consideration shall be delivered or deliverable therefor.
(c) Cancellation of Holdings Shares. SEC shall surrender each issued and outstanding share of Holdings Common Stock, par value $0.01 per share, that is owned immediately prior to the Effective Time by SEC shall automatically be for cancellation, and each such share shall thereupon be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in connection with such cancellation therefor.
(d) Effect on Stock-Based Awards and Plans.
 
 	(i)	Conversion of Stock Options. At the Effective Time, all options to acquire SEC Common Stock (“ Company Stock Options ”) that are outstanding and unexercised immediately prior to the Effective Time shall cease to represent a right to acquire SEC Common Stock	
 
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 	and shall be converted automatically into an option to acquire the corresponding series of Holdings Common Stock (the “ Adjusted Options ”), in each case, with respect to the same number of shares and the same exercise price. The duration and other terms of an Adjusted Option shall otherwise remain the same as the Company Stock Option from which it was converted except that all references to SEC in such Company Stock Option shall be deemed to be references to Holdings.	
 
 	(ii)	Assumption of Stock-Based Compensation Plans . As of the Effective Time, by virtue of the merger and without the need of any further corporate action by Holdings, Holdings shall assume, by virtue of the Merger, SEC’s rights and obligations under the stock-based benefit and compensation plans and programs and agreements providing for the grant or award of stock options to the employees, consultants and directors of SEC and its affiliates, as listed on Exhibit A (collectively, the “ Stock Plans ”). Each employee benefit plan or arrangement sponsored or maintained by SEC other than the Stock Plans shall remain solely an obligation of SEC, and Holdings shall not assume or be responsible for such plans or arrangements other than the Stock Plans.	
 
 	(iii)	Other Actions . Prior to the Effective Time, SEC and Holdings shall adopt such corporate resolutions as may be necessary to effectuate the provisions of this Section  3.1(d) .	
SECTION 3.2 Direct Registration of Holdings Shares.
(a)    From and after the Effective Time, record ownership of the Holdings Common Stock and Holdings Preferred Stock issued in accordance with Section 3.1(b) shall be kept in uncertificated, book entry form by Holdings. Following the Effective Time, any certificate representing shares of SEC Common Stock or SEC Preferred Stock immediately prior to the Effective Time shall be surrendered by the holder of the shares formerly represented by such certificate to SEC automatically represent the same number of shares of Holdings Common Stock or Holdings Preferred Stock without further act or deed by the SEC stockholders and record of such ownership shall be kept in uncertificated, book entry form by Holdings unless a replacement physical certificate is requested for cancellation.
(b)    From and after the Effective Time, holders of SEC Common Stock as of immediately prior to the Effective Time will cease to be, and will have no rights as, stockholders of SEC, other than the right to receive the applicable shares of Holdings Common Stock pursuant to Section 3.1(b). At the Effective Time, holders of SEC Preferred Stock as of immediately prior to the Effective Time will cease to be, and will have no rights as, stockholders of SEC, other than the right to receive the applicable shares of Holdings Preferred Stock pursuant to Section 3.1(b). At the Effective Time, the stock transfer books of SEC shall be closed and from and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of SEC Common Stock and SEC Preferred Stock that were outstanding immediately prior to the Effective Time.
 
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SECTION 3.3 No Dissenters’ Rights. There are no dissenters’ rights or appraisal rights available to holders of SEC Common Stock or SEC Preferred Stock under the DGCL in connection with the Merger.
ARTICLE IV
CONDITIONS PRECEDENT
The respective obligations of each party to effect the Merger are subject to the satisfaction or waiver of the following conditions:
(a) None of the parties hereto shall be subject to any decree, order or injunction of any court of competent jurisdiction, whether in the U.S. or any other country, that prohibits the consummation of the Merger.
(b) Other than the filing of the Certificate of Merger provided for under Article I , all consents and authorizations of, filings or registrations with, and notices to, any governmental or regulatory authority required to consummate the Merger and the other transactions contemplated hereby shall have been obtained or made.
ARTICLE V
TERMINATION, AMENDMENT AND WAIVER
SECTION 5.1 Termination. This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Time by action of the Board of Directors of SEC.
SECTION 5.2 Effect of Termination. In the event of termination of this Agreement as provided in Section  5.1 , this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of SEC, Holdings or Merger Sub.
SECTION 5.3 Amendment. This Agreement may be amended by the parties hereto at any time; provided, however, that, any amendment effected subsequent to stockholder approval shall be subject to the restrictions contained in the DGCL. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.
SECTION 5.4 Waiver. At any time prior to the Effective Time, to the extent permitted by applicable law, the parties may waive compliance with any of the agreements or covenants contained in this Agreement, or may waive any of the conditions to consummation of the Merger contained in this Agreement. Any agreement on the part of a party to any such waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.
 
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ARTICLE VI
COVENANTS
SECTION 6.1 Further Assurances. Each of SEC, Holdings and Merger Sub shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or reasonably appropriate to consummate and make effective, in the most expeditious manner practicable, the Merger and the other transactions provided for herein.
ARTICLE VII
GENERAL PROVISIONS
SECTION 7.1 Assignment; Binding Effect; Benefit. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement.
SECTION 7.2 Entire Agreement. This Agreement and any documents delivered by the parties in connection herewith constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings among the parties with respect thereto.
SECTION 7.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws that would apply any other law.
SECTION 7.4 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all of the parties hereto.
SECTION 7.5 Headings. Headings of the Articles and Sections of this Agreement are for the convenience of the parties only and shall be given no substantive or interpretative effect whatsoever.
SECTION 7.6 Severability. If any provision of this Agreement is determined by any court or arbitrator of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such clause or provision cannot be so enforced, such provision shall be stricken from this Agreement and the remainder of this Agreement shall be enforced as if such invalid, illegal or unenforceable clause or provision had (to the extent not enforceable) never been contained in this Agreement.
 
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SECTION 7.7 Tax Treatment. For U.S. federal income tax purposes, the Merger shall be treated as a contribution of all of the SEC Common Stock and SEC Preferred Stock to Holdings by the holders of such stock in exchange for the Holdings Common Stock and Holdings Preferred Stock, respectively, in a transaction governed by Section 351(a) of the Code (in which the separate corporate existence of Merger Sub shall be disregarded for such purposes) or as a merger treated as a tax-deferred reorganization under Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code.
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IN WITNESS WHEREOF, SEC, Holdings and Merger Sub have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

SUNNOVA ENERGY CORPORATION,
a Delaware corporation	
		
By:	 	/s/ William J. Berger	
	 	Name:	 	William J. Berger	
	 	Title:	 	Chairman of the Board, President and Chief Executive Officer	
	
SUNNOVA MERGER SUB INC.,
a Delaware corporation	
		
By:	 	/s/ William J. Berger	
	 	Name:	 	William J. Berger	
	 	Title:	 	Chairman of the Board, President and Chief Executive Officer	
	
SUNNOVA ENERGY INTERNATIONAL INC.,
a Delaware corporation	
		
By:	 	/s/ William J. Berger	
	 	Name:	 	William J. Berger	
	 	Title:	 	Chairman of the Board, President and Chief Executive Officer	
[Signature Page to Agreement and Plan of Merger]

EXHIBIT A
STOCK PLANS
 
1.	Stock Option Plan of Sunnova Energy Corporation	
 
2.	Sunnova Energy Corporation 2013 Stock Option Plan	

Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SUNNOVA ENERGY INTERNATIONAL INC.
Sunnova Energy International Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies:
FIRST. The name of the corporation is Sunnova Energy International Inc. The corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on April 1, 2019.
SECOND. This Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and in accordance with Article Fourth , restates, integrates and amends the provisions of the corporation’s Certificate of Incorporation, as amended and restated.
THIRD. Upon the filing of this Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, the total number of shares of capital stock which the corporation shall have the authority to issue shall be (i) one hundred and fifty million (150,000,000) shares of convertible preferred stock having a par value of $0.01 per share, (a) of which, one hundred and ten million (110,000,000) shares are designated as the Series A Convertible Preferred Stock and (b) of which, forty million (40,000,000) shares are designated as the Series C Convertible Preferred Stock; and (ii) two hundred million (200,000,000) shares of common stock having a par value of $0.01 per share.
FOURTH. This Amended and Restated Certificate of Incorporation hereby amends and restates the corporation’s Certificate of Incorporation to read in its entirety as set forth in Annex A hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation on July 29, 2019.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
Name:	 	William J. Berger	
Title:	 	Chairman of the Board, President and Chief Executive Officer	

Annex A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SUNNOVA ENERGY INTERNATIONAL INC.

ARTICLE I
NAME
Section I.1    The name of the Corporation is “Sunnova Energy International Inc.” (the “ Corporation ”).
ARTICLE II
REGISTERED AGENT
Section II.1    The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The registered agent at that address is Corporation Service Company.
ARTICLE III
PURPOSE
Section III.1    The nature of the business and the purposes to be conducted and promoted by the Corporation shall be to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (as amended from time to time, the “ DGCL ”).
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section IV.1    The total number of shares of capital stock which the Corporation shall have the authority to issue shall be (i) one hundred and fifty million (150,000,000) shares of convertible preferred stock having a par value of $0.01 per share (“ Convertible Preferred Stock ”), (a) of which, one hundred and ten million (110,000,000) shares are designated as the “ Series A Convertible Preferred Stock ” and (b) of which, forty million (40,000,000) shares are designated as the “ Series C Convertible Preferred Stock ”; and (ii) two hundred million (200,000,000) shares of common stock having a par value of $0.01 per share (“ Common Stock ”). The voting power, preferences and relative participating, optional or other special rights and the qualifications, limitations or restrictions of the above classes of stock are as specified below.
 
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Section IV.2     COMMON STOCK
The Corporation shall have two classes of Common Stock: Series A Common Stock and Series B Common Stock. The Corporation shall have the authority to issue one hundred and eighty million (180,000,000) shares of Series A Common Stock and twenty million (20,000,000) shares of Series B Common Stock.
The designations and the powers, preferences and rights of the Common Stock are as follows
(a)     Voting .
(i)    The holders of shares of Series A Common Stock shall be entitled to one vote for each share of Series A Common Stock upon all matters presented to the stockholders and shall have the right to vote for the election of directors and for all other purposes; provided , however , that except as otherwise required by law, holders of Series A Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation that relates solely to the terms of one or more outstanding series of Convertible Preferred Stock, if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the DGCL.
(ii)    The holders of shares of Series B Common Stock shall be nonvoting and shall not have the right to vote on any matter involving the Corporation, except as required by applicable law.
(iii)    The number of authorized shares of Common Stock, or of any class or classes of Common Stock, may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
(b)     Dividends . The holders of the Common Stock shall be entitled to such dividends in respect thereof (on a pro rata basis based upon the number of then-outstanding shares of Common Stock) as may from time to time be declared by the Board of Directors of the Corporation (the “ Board of Directors ”), but only when and as declared by the Board of Directors, out of any funds legally available for declaration of dividends, and subject to any provisions of this Certificate of Incorporation, any Certificate of Designation and any resolutions of the Board of Directors adopted pursuant to authority contained herein and therein requiring that dividends be declared, paid or set aside upon the outstanding shares of Convertible Preferred Stock of any series or upon the outstanding shares of any other class of capital stock ranking senior to the Common Stock as to dividends or that the Corporation fulfill any obligations it may have with respect to the redemption of any outstanding Convertible Preferred Stock as a condition to the declaration and/or payment of any dividend on the Common Stock; provided , however , that no dividends may be declared, paid or set aside upon the outstanding shares of Common Stock unless and until all declared and unpaid dividends upon the outstanding shares of Convertible Preferred Stock, if any, have been paid.
 
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(c)     Liquidation . In the event of the voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of the Common Stock shall be entitled to share pro rata (based upon the number of then-outstanding shares of Common Stock) in the net assets available for distribution to holders of Common Stock after satisfaction of the prior claims of the holders of shares of Convertible Preferred Stock of any series and shares of any other class of capital stock ranking senior to the Common Stock as to assets, in accordance with the provisions of this Certificate of Incorporation, any Certificate of Designation and any resolutions of the Board of Directors adopted pursuant to authority herein contained.
(d)     Uncertificated Shares . Nothing in this Certificate of Incorporation or any Certificate of Designation limits or will be interpreted to limit the power of the Board of Directors under the DGCL to provide that some or all of any or all classes or series of Convertible Preferred Stock or Common Stock shall be uncertificated.
Section IV.3     CONVERTIBLE PREFERRED STOCK
One hundred and ten million (110,000,000) shares of the authorized Convertible Preferred Stock of the Corporation are hereby designated as the “Series A Convertible Preferred Stock” (the “ Series A Preferred Stock ”) and forty million (40,000,000) shares of the authorized Convertible Preferred Stock of the Corporation are hereby designated as the “Series C Convertible Preferred Stock” (the “ Series C Preferred Stock ”).
The designations and the powers, preferences and rights, and restrictions, qualifications and limitations, of the Convertible Preferred Stock are as follows:
(a)     Dividends . From and after the date of the issuance of any shares of Convertible Preferred Stock, dividends in the amount of 6% per annum on the sum of (i) the Series A Preferred Original Issue Price (as defined below) or the Series C Preferred Original Issue Price (as defined below), as applicable, plus (ii) any amount of previously accrued dividends, measured quarterly, shall accrue on such shares of Convertible Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Convertible Preferred Stock) (all such accrued dividends, the “ Accruing Convertible Preferred Dividends ”). Accruing Convertible Preferred Dividends shall accrue quarterly, whether or not declared, and shall be cumulative; provided , however , that except as set forth in the following sentence of this Section IV.3(a) , such Accruing Convertible Preferred Dividends shall be payable in cash only when, as and if declared by the Board of Directors out of funds legally available therefor and the Corporation otherwise shall be under no obligation to pay such Accruing Convertible Preferred Dividends. The Corporation shall not declare, pay or set aside any dividends on Common Stock (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Convertible Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Convertible Preferred Stock in an amount equal to the sum of
 
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(A) the amount of the aggregate Accruing Convertible Preferred Dividends then accrued on such share of Convertible Preferred Stock and not previously paid and (B) that dividend per share of Convertible Preferred Stock as would equal the product of (1) the dividend payable on a share of Series A Common Stock and (2) the number of shares of Series A Common Stock issuable upon conversion of such share of Convertible Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend. The “ Series A Preferred Original Issue Price ” shall mean $5.3246735 per share and the “ Series C Preferred Original Issue Price ” shall mean $5.80 per share, each as subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Convertible Preferred Stock.
(b)     Liquidation, Dissolution or Winding Up: Certain Mergers, Consolidations and Asset Sales .
(i)     Preferential Payments to Holders of Convertible Preferred Stock. Upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event (as defined below), subject to the rights of any class or series of capital stock of the Corporation ranking senior to the Convertible Preferred Stock in respect of payments on liquidation, dissolution or winding up of the Corporation or any Deemed Liquidation Event, each holder of shares of Convertible Preferred Stock then outstanding shall be entitled to payment out of the assets of the Corporation available for distribution to its stockholders, prior and in preference to the holders of Common Stock and any other class or series of capital stock of the Corporation ranking junior to the Convertible Preferred Stock by reason of their ownership thereof in respect of payment on liquidation, dissolution or winding up or any Deemed Liquidation Event, in an amount per share of Convertible Preferred Stock (such amount, as applicable, the “ Convertible Preferred Liquidation Preference ”) equal to the greater of (A) the sum of (I) the Series A Preferred Original Issue Price or Series C Preferred Original Issue Price, as applicable, on such share plus (2) any Accruing Convertible Preferred Dividends on such share accrued but unpaid to the date fixed for liquidation, dissolution or winding up or of the Deemed Liquidation Event (it being understood that the Convertible Preferred Liquidation Preference as of any date shall for all purposes hereunder be deemed to include Accruing Convertible Preferred Dividends that have accrued thereon, whether or not declared, since the dividend payment date immediately preceding the date of such liquidation, dissolution or winding up or Deemed Liquidation Event to the extent unpaid as of such date) or (B)  such amount per share as would have been payable on such share had all shares of Series A Preferred Stock and Series C Preferred Stock been converted into Series A Common Stock pursuant to Section IV.3(d) immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is hereinafter referred to as the “ Series A Preferred Liquidation Amount ” with regard to the Series A Preferred Stock, and the “ Series  C Preferred Liquidation Amount ” with regard to the Series C Preferred Stock). If upon any such liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its
 
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stockholders shall be insufficient to pay the holders of shares of Convertible Preferred Stock the full amount to which they shall be entitled under this Section  IV.3(b)(i), the holders of shares of Convertible Preferred Stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
(ii)     Payments to Holders of Common Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed Liquidation Event, after the payment in full of all Series A Preferred Liquidation Amounts and Series C Preferred Liquidation Amounts required to be paid to the holders of shares of Convertible Preferred Stock, the remaining assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each such holder.
(iii)     Deemed Liquidation Events.
(A)    Each of the following events shall be considered a “ Deemed Liquidation Event ” unless the holders of at least 80% of the outstanding shares of Series A Preferred Stock and Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) ) elect otherwise by written notice sent to the Corporation at least three (3) days prior to the effective date of any such event:
(1)    a merger or consolidation in which
(I)    the Corporation is a constituent party or
(II)    a subsidiary of the Corporation is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (a) the surviving or resulting corporation; or (b) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or
 
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(2)    the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation; provided , however , that a transaction or series of related transactions shall not constitute a Deemed Liquidation Event if its sole purpose is to change the state of the Corporation’s incorporation or to create a holding company that will be owned in the same proportions (other than as required for cash in lieu of fractional shares, if applicable) by the stockholders who held the Corporation’s securities immediately prior to such transaction or series of related transactions.
(B)    The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in Section IY.3(b)(iii)(A)(1)(I) unless the agreement or plan of merger or consolidation for such transaction (the “ Merger Agreement ”) provides that the consideration payable to the stockholders of the Corporation shall be allocated among the holders of capital stock of the Corporation in accordance with Section IV.3(b)(i) and Section IV.3(b)(ii) .
(C)    In the event of a Deemed Liquidation Event referred to in Section IV.3(b)(iii)(A)(1)(II) or Section IV.3(b)(iii)(A)(2) , if the Corporation does not effect a dissolution of the Corporation under the DGCL within ninety (90) days after such Deemed Liquidation Event, then (1) the Corporation shall send a written notice to each holder of Convertible Preferred Stock no later than the ninetieth (90th) day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause (2) to require the redemption of such shares of Convertible Preferred Stock; and (2) if the holders of at least 20% of the then outstanding shares of Series A Preferred Stock and Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) ) so request in a written instrument delivered to the Corporation not later than one hundred twenty (120) days after such Deemed Liquidation Event, the Corporation shall use the consideration received by the Corporation for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board of Directors),
 
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together with any other assets of the Corporation available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “ Available Proceeds ”), on the one hundred fiftieth (150th) day after such Deemed Liquidation Event, to redeem all outstanding shares of Convertible Preferred Stock at a price per share equal to the Series A Preferred Liquidation Amount or the Series C Preferred Liquidation Amount, as applicable. Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all outstanding shares of Convertible Preferred Stock, the Corporation shall ratably redeem each holder’s shares of Convertible Preferred Stock to the fullest extent of such Available Proceeds in conformity with the priorities set forth in Section  1V.3(b)(i) and Section  1V.3(b)(ii) , and shall redeem the remaining shares as soon as it may lawfully do so under the DGCL governing distributions to stockholders. Prior to the distribution or redemption provided for in this Section  1V.3(b)(iii)(C) , the Corporation shall not expend or dissipate the consideration received for such Deemed Liquidation Event, except to discharge expenses incurred in connection with such Deemed Liquidation Event or in the ordinary course of business.
(D)    If the amount deemed paid or distributed under this Section  IV.3(b)(iii) is made in property other than in cash, the value of such distribution shall be the fair market value of such property, determined as follows:
(1)    For securities not subject to investment letters or other similar restrictions on free marketability,
(I)       if traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange or market over the thirty (30) day period ending three (3) days prior to the closing of such transaction;
(II)      if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the thirty (30) day period ending three (3) days prior to the closing of such transaction; or
(III)     if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board of Directors.
(2)    The method of valuation of securities subject to investment letters or other similar restrictions on free marketability (other than restrictions arising solely by virtue of a stockholder’s status as an affiliate or former affiliate) shall take into account an appropriate discount (as determined in good faith by the Board of Directors) from the market value as determined pursuant to clause (1) above so as to reflect the approximate fair market value thereof.
 
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(3)    If holders of at least 80% of the then outstanding shares of Series A Preferred Stock and of the then outstanding Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) , voting as a single class) object to the valuation determined by the Board of Directors, then the value shall be the fair market value as mutually determined by the Corporation and such holders of Convertible Preferred Stock, and if the Corporation and such holders are unable to reach agreement, then the fair market value shall be established by an independent nationally recognized investment bank reasonably acceptable to both the Corporation and such holders of Convertible Preferred Stock.
(E)    In the event of a Deemed Liquidation Event pursuant to Section IV.3(b)(iii)(A)(1)(I), if any portion of the consideration payable to the stockholders of the Corporation is payable only upon satisfaction of contingencies (the “ Additional Consideration ”), the Merger Agreement shall provide that (1) the portion of such consideration that is not Additional Consideration (such portion, the “ Initial Consideration ”) shall be allocated among the holders of capital stock of the Corporation in accordance with Section IV.3(b)(i) and Section IV.3(b)(ii) as if the Initial Consideration were the only consideration payable in connection with such Deemed Liquidation Event; and (2) any Additional Consideration which becomes payable to the stockholders of the Corporation upon satisfaction of such contingencies shall be allocated among the holders of capital stock of the Corporation in accordance with Section IV.3(b)(i) and Section IV.3(b)(ii) after taking into account the previous payment of the Initial Consideration as part of the same transaction. For the purposes of this Section  IV.3(b)(iii)(E), consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Deemed Liquidation Event shall be deemed to be Additional Consideration.
(c)     Voting . On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Convertible Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of Series A Common Stock into which the shares of Convertible Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Convertible Preferred Stock shall vote together with the holders of those shares of Convertible Preferred Stock and Common Stock entitled to vote on a particular matter, as a single class and on an as-converted to Common Stock basis.
 
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(d)     Optional Conversion . The holders of the Convertible Preferred Stock shall have conversion rights as follows (the “ Conversion Rights ”):
(i)    Right to Convert.
(A)    Conversion Ratio.
(1)    Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Series A Common Stock as is determined by dividing the Series A Preferred Original Issue Price by the Series A Preferred Conversion Price (as defined below) in effect at the time of conversion. The “ Series A Preferred Conversion Price ” shall initially be equal to $5.3246735. Such initial Series A Preferred Conversion Price, and the rate at which shares of Series A Convertible Preferred Stock may be converted into shares of Series A Common Stock, shall be subject to adjustment as provided below.
(2)    Each share of Series C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Series A Common Stock as is determined by dividing the Series C Preferred Original Issue Price by the Series C Preferred Conversion Price (as defined below) in effect at the time of conversion. The “ Series C Preferred Conversion Price ” shall initially be equal to $5.80. Such initial Series C Preferred Conversion Price, and the rate at which shares of Series C Preferred Stock may be converted into shares of Series A Common Stock, shall be subject to adjustment as provided below.
(B)     Termination of Conversion Rights . In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of the applicable series of Convertible Preferred Stock.
(ii)     Fractional Shares. No fractional shares of Series A Common Stock shall be issued upon conversion of the Convertible Preferred Stock. In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share
 
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of Series A Common Stock as determined in good faith by the Board of Directors. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the total number of shares of Convertible Preferred Stock that the holder is at the time converting into Series A Common Stock and the aggregate number of shares of Series A Common Stock issuable upon such conversion.
(iii)     Mechanics of Conversion.
(A)     Notice of Conversion . In order for a holder of Convertible Preferred Stock to voluntarily convert shares of Convertible Preferred Stock into shares of Series A Common Stock, such holder shall (i) provide written notice to the Corporation’s transfer agent at the office of the transfer agent for the Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent) that such holder elects to convert all or any number of such holder’s shares of Convertible Preferred Stock and, if applicable, any event on which such conversion is contingent and (ii) if such holder’s shares are certificated, surrender the certificate or certificates for such shares of Convertible Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Convertible Preferred Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent). Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the shares of Series A Common Stock to be issued. If required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such notice and, if applicable, certificates (or lost certificate affidavit and agreement) shall be the time of conversion (the “ Conversion Time ”), and the shares of Series A Common Stock issuable upon conversion of the specified shares shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Time (i) issue and deliver to such holder of Convertible Preferred Stock, or to his, her or its nominees, a notice of issuance of uncertificated shares and may, upon written request, issue and deliver a certificate for the number of full shares of Series A Common Stock issuable upon such conversion in accordance with the provisions hereof and, may, if applicable and upon written request, issue and deliver a certificate for the number (if any) of the shares of Convertible Preferred Stock represented by any surrendered certificate that were not converted into Series A Common Stock, (ii) pay in
 
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cash such amount as provided in Section IV.3(d)(ii) in lieu of any fraction of a share of Series A Common Stock otherwise issuable upon such conversion and (iii) pay all applicable declared but unpaid dividends on the shares of Convertible Preferred Stock converted.
(B)     Reservation of Shares . The Corporation shall, at all times when the Convertible Preferred Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Convertible Preferred Stock, such number of its duly authorized shares of Series A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Convertible Preferred Stock; and if at any time the number of authorized but unissued shares of Series A Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Convertible Preferred Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Series A Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Series A Preferred Conversion Price or the Series C Preferred Conversion Price, as applicable, below the then par value of the shares of Series A Common Stock issuable upon conversion of the Convertible Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and non-assessable shares of Series A Common Stock at such adjusted Series A Preferred Conversion Price or Series C Preferred Conversion Price, respectively.
(C)     Effect of Conversion . All shares of Convertible Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Series A Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Section IV.3(d)(ii) and to receive payment of any dividends declared but unpaid thereon. Any shares of Convertible Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Convertible Preferred Stock accordingly.
(D)     No Further Adjustment . Upon any such conversion, no adjustment to the Series A Preferred Conversion Price or the Series C Preferred Conversion Price shall be made for any declared but unpaid dividends on the Series A Preferred Stock or the Series C Preferred Stock surrendered for conversion or the Series A Common Stock delivered upon conversion.
 
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(E)     Taxes . The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Common Stock upon conversion of shares of Convertible Preferred Stock pursuant to this Section IV.3(d) . The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Series A Common Stock in a name other than that in which the shares of Convertible Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the reasonable satisfaction of the Corporation, that such tax has been paid.
(iv)     Adjustments to Conversion Price for Diluting Issues .
(A)     Special Definitions . For purposes of this ARTICLE IV , the following definitions shall apply:
(1)    “ Options ” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.
(2)    “ Series C Convertible Preferred Original Issue Date ” shall mean the date on which the first share of Series C Preferred Stock was issued.
(3)    “ Convertible Securities ” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.
(4)    “ Additional Shares of Common Stock ” shall mean all shares of Common Stock issued (or, pursuant to Section  IV.3(d)(iv)(C) below, deemed to be issued) by the Corporation after the Series C Convertible Preferred Original Issue Date, other than (x) the following shares of Common Stock and (y) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (x) and (y), collectively, “ Exempt Securities ”):
(I)    shares of Common Stock or Convertible Preferred Stock issued under the Purchase and Exchange Agreement, dated as of March 16, 2016, by and among the Corporation and the initial holders of Convertible Preferred Stock party thereto or under the Series B Subscription Agreements (or any preemptive rights with respect thereto);
 
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(II)    shares of Common Stock or Convertible Preferred Stock issued or issuable on the Series C Convertible Preferred Original Issue Date under the Exchange Agreement, dated as of March 29, 2018, by and among the Corporation and certain stockholders of the Corporation;
(III)    shares of Common Stock or Convertible Preferred Stock issued or issuable under the Purchase Agreement, dated as of March 29, 2018, by and among the Corporation and the investors party thereto;
(IV)    shares of Common Stock, Options or Convertible Securities issued or deemed issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock that is covered by Section  IV.3(d)(v) , ( vi ), (vii) or (viii) ;
(V)    shares of Common Stock, Options or Convertible Securities issued or deemed issued upon conversion of any of the Convertible Preferred Stock, or as a dividend or distribution on the Convertible Preferred Stock;
(VI)    shares of Common Stock issued or deemed issued upon the conversion of any Convertible Security (other than the Convertible Preferred Stock) or shares of Common Stock or Convertible Securities actually issued upon the exercise of Options (but only to the extent that the original issuance of such Convertible Security was subject to adjustment pursuant to this Section IV.3(d)(iv) or was outstanding on the Series C Convertible Preferred Original Issue Date);
(VII)    shares of Common Stock, Options or Convertible Securities issued or deemed issued to employees or directors of, or consultants or advisors to, the Corporation or any of its subsidiaries pursuant to any plan, agreement or arrangement, in each case, approved by the Board of Directors pursuant to and in accordance with the Investors Agreement (including Section 6.8 thereof);
(VIII)    shares of Common Stock, Options or Convertible Securities issued or deemed issued pursuant to the acquisition of another entity by the Corporation by merger, purchase of substantially all of the assets or a business line, unit or division or other reorganization or pursuant to a joint venture agreement, provided that such issuances are approved by the Board of Directors; or
 
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(IX)    shares of Common Stock issued in any firmly underwritten public offering of shares of Common Stock of the Corporation pursuant to a registration statement under the Securities Act of 1933 (an “ IPO ”), including any shares issued or deemed issued upon exercise of warrants or rights granted to the underwriters.
(B)     No Adjustment of Conversion Price . Neither the Series A Preferred Conversion Price nor the Series C Preferred Conversion Price shall be adjusted as a result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the holders of at least 80% of the then outstanding shares of Series A Preferred Stock and the then outstanding shares of Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) , voting as a single class), agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock; provided that, with respect to an issuance or deemed issuance of Additional Shares of Common Stock that would result in an adjustment to the Series C Preferred Conversion Price but not to the Series A Preferred Conversion Price, no such adjustment shall be made if the Corporation receives written notice from the holders of at least a majority of the then outstanding shares of Series C Preferred Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.
(C)     Deemed Issue of Additional Shares of Common Stock .
(1)    If the Corporation at any time or from time to time after the Series C Convertible Preferred Original Issue Date shall issue any Options or Convertible Securities (excluding Options or Convertible Securities which are themselves Exempt Securities) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Options or Convertible Securities, then the maximum number of shares of Common Stock (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date.
 
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(2)    If the terms of any Option or Convertible Security, the issuance of which resulted in an adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock), pursuant to the terms of Section  IV.3(d)(iv)(C)(5) , are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1) any increase or decrease in the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such Option or Convertible Security or (2) any increase or decrease in the consideration payable to the Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) computed upon the original issue of such Option or Convertible Security (or upon the occurrence of a record date with respect thereto) shall be readjusted to the Series A Preferred Conversion Price or the Series C Preferred Conversion Price, as applicable, as would have obtained had such revised terms been in effect upon the original date of issuance of such Option or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (2) shall have the effect of increasing the Series A Preferred Conversion Price or the Series C Preferred Conversion Price to an amount which exceeds the lower of (i) the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock), respectively, in effect immediately prior to the original adjustment made as a result of the issuance of such Option or Convertible Security, or (ii) the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) that would have resulted from any issuances of Additional Shares of Common Stock (other than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such Option or Convertible Security) between the original adjustment date and such readjustment date.
(3)    If the terms of any Option or Convertible Security (excluding Options or Convertible Securities which are themselves Exempt Securities), the issuance of which did not result in an
 
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adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) pursuant to the terms of Section IV.3(d)(iv)(C)(5) (either because the consideration per share (determined pursuant to Section  IV.3(d)(iv)(E) ) of the Additional Shares of Common Stock subject thereto was equal to or greater than the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) then in effect, or because such Option or Convertible Security was issued before the Series C Convertible Preferred Original Issue Date), are revised after the Series C Convertible Preferred Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Option or Convertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (a) any increase in the number of shares of Common Stock issuable upon the exercise, conversion or exchange of any such Option or Convertible Security or (b) any decrease in the consideration payable to the Corporation upon such exercise, conversion or exchange, then such Option or Convertible Security, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto (determined in the manner provided in Section  IV.3(d)(iv)(C)(1) shall be deemed to have been issued effective upon such increase or decrease becoming effective.
(4)    Upon the expiration or termination of any unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) pursuant to the terms of Section  IV.3(d)(iv)(C)(5) , the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be readjusted to such Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) as would have obtained had such Option or Convertible Security (or portion thereof) never been issued.
(5)    If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, is
 
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calculable at the time such Option or Convertible Security is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) provided for in this Section IV.3(d)(iv)(C) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses (2) and (3) of this Section  IV.3(d)(iv)(C) ). If the number of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration payable to the Corporation upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Option or Convertible Security is issued or amended, any adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) that would result under the terms of this Section IV.3(d)(iv)(C) ) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) that such issuance or amendment took place at the time such calculation can first be made.
(D)     Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock . In the event the Corporation shall, at any time after the Series C Convertible Preferred Original Issue Date, issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section IV.3(d)(iv)(C) ), without consideration or for a consideration per share less than the Series A Preferred Conversion Price in effect immediately prior to such issue, then the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula:
CP 2 = CP 1 * (A + B) ÷ (A + C).
 
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For purposes of the foregoing formula, the following definitions shall apply:
(1)    “CP 2 ” shall mean the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately after such issue of Additional Shares of Common Stock;
(2)    “CP 1 ” shall mean the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately prior to such issue of Additional Shares of Common Stock;
(3)    “A” shall mean the number of shares of Common Stock outstanding immediately prior to such issue of Additional Shares of Common Stock (treating for this purpose as outstanding all shares of Common Stock issuable upon exercise of Options outstanding immediately prior to such issue or upon conversion or exchange of Convertible Securities (including the Convertible Preferred Stock) outstanding (assuming exercise of any outstanding Options therefor) immediately prior to such issue);
(4)    “B” shall mean the number of shares of Common Stock that would have been issued if such Additional Shares of Common Stock had been issued at a price per share equal to CP 1 (determined by dividing the aggregate consideration received by the Corporation in respect of such issue by CP 1 ); and
(5)    “C” shall mean the number of such Additional Shares of Common Stock issued in such transaction.
(E)     Determination of Consideration . For purposes of this Section IV.3(d)(iv) , the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:
(1)     Cash and Property : Such consideration shall:
(I)    insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest;
(II)    insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors; and
(III)    in the event Additional Shares of Common Stock are issued together with other shares or securities or
 
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other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (I) and (II) above, as determined in good faith by the Board of Directors.
(2)     Options and Convertible Securities . The consideration per share received by the Corporation for Additional Shares of Common Stock deemed to have been issued pursuant to Section IV.3(d)(iv)(C) , relating to Options and Convertible Securities, shall be determined by dividing:
(I)    The total amount, if any, received or receivable by the Corporation as consideration for the issuance of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Corporation upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by
(II)    the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.
(F)     Multiple Closing Dates. In the event the Corporation shall issue on more than one date Additional Shares of Common Stock that are a part of one transaction or a series of related transactions and that would result in an adjustment to the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) pursuant to the terms of Section IV.3(d)(iv)(C)(5) , and such issuance dates occur within a period of no more than 90 days from the first such issuance to the final such issuance, then, upon the final such issuance, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be readjusted to give effect to all such issuances as if they occurred on the date of the first such issuance (and without giving effect to any additional adjustments as a result of any such subsequent issuances within such period).
 
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(v)     Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Series C Convertible Preferred Original Issue Date effect a subdivision of the outstanding Common Stock, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If the Corporation shall at any time or from time to time after the Series C Convertible Preferred Original Issue Date combine the outstanding shares of Common Stock, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.
(vi)     Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series C Convertible Preferred Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) then in effect by a fraction:
(A)    the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
(B)    the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.
 
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Notwithstanding the foregoing (1)  if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be recomputed accordingly as of the close of business on such record date and thereafter the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (2) no such adjustment shall be made if the holders of Convertible Preferred Stock simultaneously receive a dividend or other distribution of shares of Series A Common Stock in a number equal to the number of shares of Series A Common Stock as they would have received if all outstanding shares of Convertible Preferred Stock had been converted into Series A Common Stock on the date of such event.
(vii)     Adjustments for Other Dividends and Distributions. In the event the Corporation at any time or from time to time after the Series C Convertible Preferred Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities of the Corporation (other than a distribution of shares of Common Stock in respect of outstanding shares of Common Stock) or in other property and the provisions of Section IV.3(a) do not apply to such dividend or distribution, then and in each such event the holders of Convertible Preferred Stock shall receive, simultaneously with the distribution to the holders of Common Stock a dividend or other distribution of such securities or other property in an amount equal to the amount of such securities or other property as they would have received if all outstanding shares of Convertible Preferred Stock had been converted into Series A Common Stock on the date of such event.
(viii)     Adjustment for Merger or Reorganization, etc. Subject to the provisions of Section IV.3(b)(iii) , if there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving the Corporation in which the Common Stock (but not the Convertible Preferred Stock) is converted into or exchanged for securities, cash or other property (other than a transaction covered by Section IV.3(d)(iv) , (v) or (vii), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, each share of Convertible Preferred Stock shall thereafter be convertible in lieu of the Series A Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Series A Common Stock of the Corporation issuable upon conversion of one share of Convertible Preferred Stock immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section IV.3(d) with respect to the rights and interests thereafter of the holders of the Convertible Preferred Stock, to the end that the provisions set forth in this Section IV.3(d) (including provisions
 
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with respect to changes in and other adjustments of the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock)) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Convertible Preferred Stock. For the avoidance of doubt, nothing in this Section IV.3(d)(viii) shall be construed as preventing the holders of Convertible Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the DGCL in connection with a merger triggering an adjustment hereunder, nor shall this Section IV.3(d)(viii) be deemed conclusive evidence of the fair value of the shares of Convertible Preferred Stock in any such appraisal proceeding.
(ix)     Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) pursuant to this Section IV.3(d) , the Corporation at its expense shall, as promptly as reasonably practicable but in any event not later than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of Convertible Preferred Stock a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Convertible Preferred Stock is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, as promptly as reasonably practicable after the written request at any time of any holder of Convertible Preferred Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such holder a certificate setting forth (A) the Series A Preferred Conversion Price (in the case of the Series A Preferred Stock) or the Series C Preferred Conversion Price (in the case of the Series C Preferred Stock) then in effect, and (B) the number of shares of Series A Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Convertible Preferred Stock.
(x)     Notice of Record Date. In the event:
(A)    the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Convertible Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;
(B)    of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation or any Deemed Liquidation Event; or
(C)    of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation,
 
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then, and in each such case, the Corporation will send or cause to be sent to the holders of the Convertible Preferred Stock a notice specifying, as the case may be, (1) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (2) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Convertible Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Convertible Preferred Stock and the Common Stock. Such notice shall be sent at least 10 days prior to the record date or effective date for the event specified in such notice.
(e)     Mandatory Conversion .
(i)     Trigger Events. Upon either (A) the closing of the sale of shares of Common Stock to the public at a price of at least 1.25 times the Series A Preferred Original Issue Price (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), with aggregate gross proceeds, net of the underwriting discount and commissions, to the Corporation of not less than $175 million, in a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (B)  the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least 80% of the then outstanding shares of Series A Preferred Stock and Series C Preferred Stock (with the shares of Series A Preferred Stock and Series C Preferred Stock voting on an “as converted basis” as if such shares had been converted into Series A Common Stock pursuant to Section IV.3(d) , voting as a single class) (the time of such closing, or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “ Mandatory Conversion Time ”), then (1) upon an event specified in clause (A) or (B) above, all outstanding shares of Series A Preferred Stock and Series C Preferred Stock shall automatically be converted into shares of Series A Common Stock, in each case at the then effective conversion rate(s) for such shares as calculated pursuant to IV.3(d)(i)(A) and (2) such shares of Series A Preferred Stock and Series C Preferred Stock converted pursuant to this Section IV.3(e)(i) may not be reissued by the Corporation.
(ii)     Procedural Requirements. All holders of record of shares of Series A Preferred Stock and Series C Preferred Stock shall be sent written notice of the Mandatory Conversion Time and the place designated for mandatory conversion of all such shares of Series A Preferred Stock and Series C Preferred Stock pursuant to this Section IV.3(e) . Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice,
 
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each holder of shares of Series A Preferred Stock and Series C Preferred Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form reasonably satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Series A Preferred Stock and Series C Preferred Stock converted pursuant to Section  IV.3(e)(i) , including the rights, if any, to receive notices and vote (other than as a holder of Series A Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates of such holders (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Section IV.3(e)(ii) . As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for Series A Preferred Stock and Series C Preferred Stock, the Corporation shall (A) issue and deliver to such holder, or to his, her or its nominees, a notice of issuance of uncertificated shares and may, upon written request, issue and deliver a certificate for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and (B) pay cash as provided in Section IV.3(d)(ii) in lieu of any fraction of a share of Series A Common Stock and Series C Preferred Stock otherwise issuable upon such conversion and the payment of any declared but unpaid dividends on the shares of Series A Preferred Stock and Series C Preferred Stock converted. Such converted Series A Preferred Stock and Series C Preferred Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Series A Preferred Stock and Series C Preferred Stock accordingly.
ARTICLE V
ADDITIONAL POWERS OF THE CORPORATION
Section V.1    In furtherance of and not in limitation of powers conferred by statute, it is further provided that:
(a)    subject to the limitations and exceptions, if any, contained in the Amended and Restated By-laws of the Corporation (the “ By-laws ”), the By-laws may be adopted, amended or repealed by the Board of Directors;
(b)    elections of directors need not be by written ballot; and
 
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(c)    subject to any applicable requirements of law, the books of the Corporation may be kept outside the State of Delaware at such location as may be designated by the Board of Directors or in the By-laws.
ARTICLE VI
EXISTENCE
Section VI.1    The Corporation is to have perpetual existence.
ARTICLE VII
INDEMNIFICATION
Section VII.1    The Corporation shall indemnify and hold harmless, to the fullest extent not prohibited by the DGCL, each person (a “ Covered Person ”) who is or was made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding (each, a “ proceeding ”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an executive officer or director of the Corporation, against all liability, claims, damages, costs and losses suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person. The Corporation may, in its sole and absolute discretion, indemnify such other persons as it may deem desirable or necessary, to the fullest extent not prohibited by the DGCL. For purposes of this ARTICLE VII , each of the Chief Executive Officer, the President, the Chief Financial Officer, the Senior Vice Presidents, the Treasurer and the Secretary of the Corporation shall be deemed to be an executive officer.
Section VII.2    The Corporation shall, to the fullest extent not prohibited by the DGCL, pay the expenses, including attorneys’ fees, incurred by a Covered Person in defending any proceeding in advance of final disposition; provided , however , that to the extent required by the DGCL, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts so advanced if it should ultimately be determined that the Covered Person is not entitled to be indemnified under this ARTICLE VII or otherwise.
Section VII.3    The rights conferred on any Covered Person pursuant to this ARTICLE VII shall not be deemed exclusive of any other rights such Covered Person may have or hereafter be entitled under any statute, this Certificate of Incorporation, the By-laws, any agreement, any vote of stockholders or disinterested directors or otherwise.
Section VII.4    The rights conferred on any Covered Person pursuant to this ARTICLE VII shall continue as to a person who has ceased to be a Covered Person (or other person indemnified hereunder) and shall inure to the benefit of the heirs, executors, administrators, legatees and distributees of such person.
Section VII.5    The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this ARTICLE VII , the By-laws, the DGCL, or any other applicable law.
 
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Section VII.6    The provisions of this ARTICLE VII shall be a contract between the Corporation, on the one hand, and each Covered Person and any other person entitled to indemnification hereunder, on the other hand, pursuant to which the Corporation and each such Covered Person or other person intend to be, and shall be, legally bound. No amendment, repeal or modification of this ARTICLE VII shall affect any rights or obligations with respect to any state of facts then or theretofore existing or any proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts.
Section VII.7    If a claim for indemnification (following the final disposition of such action, suit or proceeding) or advancement of expenses under this ARTICLE VII is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
Section VII.8    The Corporation hereby acknowledges that the investors (as defined in the Third Amended and Restated Investors Agreement, dated as of March 31, 2018, by and among Sunnova Energy Corporation, a Delaware corporation, and the stockholders party thereto (as amended from time to time, the “ Investors Agreement ”)), the ECP Directors, the Unaffiliated Directors and the Quantum Directors (each as defined in the Investors Agreement) and their respective heirs or representatives (each, an “ Indemnitee ”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by or on behalf of the Investors or their affiliates (collectively, the “ Indemnitors ”) and that, notwithstanding anything to the contrary contained herein (including as set forth in this ARTICLE VII ): (a) the Corporation is the indemnitor of first resort and the Indemnitors are the indemnitors of last resort in connection with any claims for indemnification from the Indemnitees, (b) the Corporation will be required to advance the full amount of expenses incurred by each Indemnitee and will be liable for the full amount of all losses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by this ARTICLE VII without regard to any rights each Indemnitee may have against any particular Indemnitor and (c) the Corporation irrevocably waives, relinquishes and releases the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Notwithstanding anything to the contrary herein, no advancement or payment by any Indemnitor on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification or advancement of expenses from the Corporation will affect the foregoing and such Indemnitor will have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Corporation. The Indemnitees and Indemnitors are express third-party beneficiaries of the terms of this Section VII.8 .
ARTICLE VIII
LIMITATIONS ON LIABILITY
Section VIII.1    No member of the Board of Directors shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
 
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except, if required by the DGCL, for liability: (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL; or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL or any other law of the State of Delaware is amended after approval by the stockholders of this ARTICLE VIII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.
Section VIII.2    Neither the amendment nor repeal of this ARTICLE VIII shall eliminate or reduce the effect of this ARTICLE VIII in respect of any matter occurring, or any cause of action, suit or claim that, but for this ARTICLE VIII would accrue or arise, prior to such amendment or repeal.
ARTICLE IX
CORPORATE OPPORTUNITIES
Section IX.1    The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “ Excluded Opportunity ” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Convertible Preferred Stock or any of its affiliates or any of their respective partners, members, managers, directors, equityholders, employees or agents, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, “ Covered Persons ”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the Corporation.
ARTICLE X
AMENDMENT
Section X.1    The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and this Certificate of Incorporation and all rights conferred upon stockholders herein are granted subject to this reservation; provided, that, subject to the terms of the Investors Agreement, so long as shares of the Series C Preferred Stock are issued and outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then-outstanding shares of Series C Preferred Stock voting as a separate class, amend, alter or repeal this Certificate of Incorporation so as to adversely impact the powers, designations, preferences and restrictions of the Series C Preferred Stock in a manner different from those of the Series A Preferred Stock.
 
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Exhibit 3.2
CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNNOVA ENERGY INTERNATIONAL INC.
July 29, 2019
Sunnova Energy International Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as heretofore amended (the “Certificate of Incorporation”).
2. Section IV.1 of Article IV of the Certificate of Incorporation is hereby amended by adding the following new paragraph at the end thereof:
“Upon this second paragraph of Section IV.1 of Article IV of this Certificate of Incorporation becoming effective pursuant the DGCL (the “ Effective Time ”), (i) each 2.3330 shares of Series A Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time shall automatically be reclassified into one fully paid and nonassessable share of Series A Common Stock and (ii) each 2.3330 shares of Series B Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time shall automatically be reclassified into one fully paid and nonassessable share of Series B Common Stock, in each case without further action by the Corporation or any holder thereof (collectively, the “ Reverse Stock Split ”). No fractional shares shall be issued in connection with the Reverse Stock Split, and in lieu thereof, the Corporation shall pay to each holder otherwise entitled to receive any such fraction an amount in cash (without interest) equal to the fair market value of such fractional share that such holder would otherwise be entitled to receive on the date of the Reverse Stock Split, as determined in good faith by the Board of Directors.”
3. Section IV.2 of Article IV of the Certificate of Incorporation is hereby amended to add new subsection (e) immediately following subsection (d) thereof, which shall read in its entirety as follows:
“(e) Conversion of Series B Common Stock . At the Mandatory Conversion Time, each issued and outstanding share of Series B Common Stock shall automatically be converted into one (1) fully paid and nonassessable share of Series A Common Stock without further action by the Corporation or any holder thereof.”
4. Section IV.3(d)(v) of Article IV of the Certificate of Incorporation is hereby amended to add the following as the last sentence of such section:
“Notwithstanding anything herein to the contrary, the Reverse Stock Split shall not cause or give to any adjustment to the Series A Preferred Original Issue Price, Series C Preferred Original Issue Price, Series A Preferred Conversion Price or Series C Preferred Conversion Price.”

5. This amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
6. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
[Signature Page to Follow.]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by William J. Berger, its Chief Executive Officer, this 29th day of July, 2019.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
Name:	 	William J. Berger	
Title:	 	Chairman of the Board, President and
Chief Executive Officer	

Exhibit 3.3
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
SUNNOVA ENERGY INTERNATIONAL INC.
Sunnova Energy International Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), hereby certifies as follows:
1. The name of this corporation is Sunnova Energy International Inc. The date of the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was April 1, 2019.
2. This Second Amended and Restated Certificate of Incorporation, which restates, integrates and further amends the certificate of incorporation of this corporation as heretofore amended and restated, has been declared advisable by the Board of Directors of the Corporation (the “ Board ”), duly adopted by the corporation in accordance with Sections 242 and 245 of the DGCL and has been adopted by the requisite vote of the stockholders of the corporation, acting by written consent in lieu of a meeting in accordance with Section 228 of the DGCL.
3. The certificate of incorporation of this corporation is hereby amended and restated in its entirety to read as follows:
ARTICLE I
The name of the corporation is “Sunnova Energy International Inc.” (hereinafter called the “ Corporation ”).
ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware or any applicable successor act thereto, as the same may be amended from time to time (the “ DGCL ”).
ARTICLE IV
(A) Classes of Stock . The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 1,010,000,000 shares, which shall be divided into two classes of stock to be designated “ Common Stock ” and “ Preferred Stock ”. The total number of shares of Common Stock that the Corporation is authorized to issue is 1,000,000,000 shares, par value $0.0001 per share. The total number of shares of Preferred Stock that the Corporation is authorized to issue is 10,000,000 shares, par value $0.0001 per share. Subject to any limitations prescribed by law or by that certain stockholders’ agreement, dated as of             , 2019, by and among the Corporation and the other persons party thereto (as it may be amended from time to time in accordance with its terms, the “ Stockholders Agreement ”) or the rights of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then

outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor. Upon the effectiveness of this Second Amended and Restated Certificate of Incorporation, each share of Series A Common Stock of the Corporation outstanding immediately prior to such time shall be automatically reclassified as one share of Common Stock without any further action by the holders of such shares.
(B) Common Stock . The powers, preferences and relative participating, optional or other special rights, and the qualifications, limitations and restrictions of the Common Stock are as follows:
1. Ranking . The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “ Board ”) upon any issuance of the Preferred Stock of any series.
2. Voting . Except as otherwise provided by law or by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall have the exclusive right to vote for the election and removal of directors and for all other purposes. Notwithstanding any other provision of this Second Amended and Restated Certificate of Incorporation (as the same may be amended and/or restated from time to time, including the terms of any Preferred Stock Designation (as defined below), this “ Certificate of Incorporation ”) to the contrary, the holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or the DGCL.
3. Dividends . Subject to the rights of the holders of Preferred Stock, holders of shares of Common Stock shall be entitled to receive such dividends and distributions and other distributions in cash, stock or property of the Corporation when, as and if declared thereon by the Board from time to time out of assets or funds of the Corporation legally available therefor.
4. Liquidation . Subject to the rights of the holders of Preferred Stock, shares of Common Stock shall be entitled to receive the assets and funds of the Corporation available for distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary. A liquidation, dissolution or winding up of the affairs of the Corporation, as such terms are used in this Section B(4), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other person or a sale, lease, exchange or conveyance of all or a part of its assets.
(C) Preferred Stock .
Shares of Preferred Stock may be issued from time to time in one or more series. Subject to any limitations prescribed by the Stockholders Agreement, the Board is hereby authorized to provide by resolution or resolutions from time to time for the issuance, out of the unissued shares of Preferred Stock, of one or more series of Preferred Stock, without stockholder approval, by filing a certificate pursuant to the applicable law of the State of Delaware (the “ Preferred Stock Designation ”), setting forth such resolution and, with respect to each such series, establishing the number of shares to be included in such series, and fixing the voting powers, full or limited, or no voting power of the shares of such series, and the designations and powers, preferences, privileges and relative, participating, optional or other special rights,
 
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if any, of the shares of each such series and any qualifications, limitations or restrictions thereof. The designations and powers, preferences, privileges and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding. The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination of the following:
1. the designation of the series, which may be by distinguishing number, letter or title;
2. the number of shares of the series, which number the Board may thereafter (except where otherwise provided in the Preferred Stock Designation) increase or decrease (but not below the number of shares thereof then outstanding);
3. the dividend rate, whether dividends are payable or issuable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable or issuable, the preference to or the relation to the payment or issuance of dividends payable or issuable on any other class(es) or series of stock, whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall cumulate, and whether such dividends shall be compounded and if so the rate of such compounding;
4. the dates on which dividends, if any, shall be payable;
5. whether the shares of any series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable or issuable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;
6. the terms and amount of any sinking fund, if any, provided for the purchase or redemption of shares of the series;
7. the amounts payable on, and the preferences, if any, of shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of, or upon any distribution of the assets of, the Corporation;
8. whether the shares of the series shall be convertible into or exchangeable for, shares of any other class(es) or series, or any other security or other property, of the Corporation or any other corporation, and, if so, the specification of such other class or series or such other security, the conversion or exchange price or prices, ratio or ratios or rate or rates at which such conversion or exchange may be made, any adjustments thereof, the date or dates at which such shares shall be convertible or exchangeable and all other terms and conditions upon which such conversion or exchange may be made;
9. restrictions on the issuance of shares of the same series or any other class or series;
10. whether the series is to have voting powers, full, special or limited, whether generally or upon specified events, or is to be without voting powers, and whether such series is to be entitled to vote as a separate series either alone or together with the holders of one or more other classes or series of stock; and
11. any other designations and powers, preferences, privileges and relative, participating, optional or other special rights of each series of Preferred Stock, and any qualifications, limitations or restrictions thereof, all as may be determined from time to time by the Board and stated in the resolution or resolutions providing for the issuance of such Preferred Stock.
 
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Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.
ARTICLE V
This Article V is inserted for the management of the business and for the conduct of the affairs of the Corporation.
(A) General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by law.
(B) Number of Directors; Election of Directors . Subject to the terms of the Stockholders Agreement and the rights of holders of any series of Preferred Stock to elect directors, the number of the directors of the Corporation shall be fixed from time to time exclusively pursuant to a resolution adopted by the affirmative vote of a majority of the Whole Board. “ Whole Board ” shall mean the total number of authorized directors whether or not there exist any vacancies or unfilled seats in previously authorized directorships (provided for the avoidance of doubt that voting power shall be attributed to any such vacancies or unfilled seats).
(C) Classes of Directors . Subject to the terms of the Stockholders Agreement and the rights of holders of any series of Preferred Stock to elect directors, the Board shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one third of the total number of directors constituting the entire Board. Subject to the terms of the Stockholders Agreement, the Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective.
(D) Terms of Office . Subject to the rights of holders of any series of Preferred Stock to elect directors pursuant to this Certificate of Incorporation (including any Preferred Stock Designation hereunder), each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders held following the time at which the initial classification of the Board becomes effective; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders held following the time at which the initial classification of the Board becomes effective; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders held following the time at which the initial classification of the Board becomes effective; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, disqualification, resignation or removal. The annual meeting of stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such time as the Board of Directors shall fix.
(E) Quorum . The greater of (1) a majority of the directors at any time in office and (2) one-third of the number of directors fixed pursuant to Section B of this Article V shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present
 
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(F) Vacancies . Subject to applicable law, the terms of the Stockholders Agreement and the rights of holders of any series of Preferred Stock pursuant to this Certificate of Incorporation (including any Preferred Stock Designation hereunder), any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, disability, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. Any director elected in accordance with the preceding sentence shall, in the case of a newly created directorship, hold office for the full term of the class in which the newly created directorship was created or, in the case of a vacancy, hold office for the remaining term of his or her predecessor and in each case until his or her successor shall be elected and qualified, subject to his or her earlier death, disqualification, resignation or removal. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.
(G) Removal . Subject to the rights of the holders of any series of Preferred Stock, if any, to elect additional directors pursuant to this Certificate of Incorporation (including any Preferred Stock Designation hereunder), and pursuant to the terms of the Stockholders Agreement, any director or the entire Board may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of shares representing at least sixty-six and two-thirds percent (66-2/3%) of the votes which all the stockholders would be entitled to cast in the election of directors generally, voting together as a single class and acting at a duly held meeting of the stockholders in accordance with the DGCL, this Restated Certificate of Incorporation and the bylaws of the Corporation (the “ Bylaws ”).
(H) Stockholder Nominations and Introduction of Business . Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws.
(I) Preferred Stock Directors . During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof or any Preferred Stock Designation, then upon commencement and for the duration of the period during which such right continues: (1) the then otherwise total number of authorized directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (2) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his earlier death, disqualification, resignation or removal. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof or any Preferred Stock Designation, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.
ARTICLE VI
Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.
 
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ARTICLE VII
To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided , however , that nothing contained in this Article VII shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to the provisions of Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, if the DGCL is amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law as so amended. No amendment, alteration, change or repeal of this Article VII or adoption of any other provision of this Certificate of Incorporation shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such amendment, alteration, change, repeal or adoption.
ARTICLE VIII
The Corporation may indemnify, and advance expenses to, to the fullest extent permitted by law, any person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (and any other persons to which applicable law permits the Company to provide indemnification).
ARTICLE IX
Subject to the terms of any series of Preferred Stock with respect to such series, any action required or permitted to be taken by the stockholders of the Corporation at a duly held annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action taken, are signed by the holders of outstanding shares of the relevant class(es) or series of stock of the Corporation representing not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock of the Corporation then issued and outstanding entitled to vote thereon were present and voted and delivered to the Corporation by delivery to its registered office in Delaware, its principal place of business, or to an officer or agent of the Corporation having custody in the book in which proceedings of meetings of stockholders are recorded; provided, however, that subject to the terms of any series of Preferred Stock permitting the holders of such series of Preferred Stock to act by written consent, after the date on which the ECP Stockholders beneficially own in the aggregate less than thirty percent (30%) of all shares of Common Stock issued and outstanding, any action required or permitted to be taken by stockholders of the Corporation must be taken at a duly called annual or special meeting of the stockholders and may not be effected by written consent in lieu of a meeting.
ARTICLE X
Special meetings of stockholders for any purpose or purposes may be called at any time by the Whole Board, the Chairman of the Board, the Chief Executive Officer of the Corporation, or the holders of
 
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a majority in voting power of all the outstanding shares of capital stock of the Corporation, and may not be called by another other person or persons, except that the holders of a majority in voting power of all the outstanding shares of capital stock of the Corporation may only call a special meeting of stockholders for so long as the ECP Stockholders beneficially own in the aggregate at least thirty percent (30%) or more of all shares of Common Stock issued and outstanding. The Board shall fix the date, time and place, if any, of such special meeting. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. The Board may postpone, recess, reschedule or cancel any previously scheduled special meeting of stockholders.
ARTICLE XI
The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the DGCL may be added or inserted, in any manner now or hereafter provided by law and in accordance with the Stockholders Agreement; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right of the Corporation reserved in this Article XI. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by any Preferred Stock Designation, after the date on which the ECP Stockholders beneficially own in the aggregate, directly or indirectly, less than thirty percent (30%) or more of all of shares of Common Stock issued and outstanding, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) in voting power of the stock of the Corporation entitled to vote thereon shall be required to amend, alter, change or repeal, or adopt any provision inconsistent with, any of Article V, Article VII, Article VIII, Article IX, Article X, Article XII, Article XIII, Article XIV, Article XV, Article XVI, and this sentence of this Certificate of Incorporation, or in each case, the definition of any capitalized terms used therein or any successor provision (including, without limitation, any such article or section as renumbered as a result of any amendment, alteration, change, repeal or adoption of any other provision of this Certificate of Incorporation). Any amendment, repeal or modification of any of Article VII, Article VIII and this sentence shall not adversely affect any right or protection of any person existing thereunder with respect to any act or omission occurring prior to such repeal or modification.
ARTICLE XII
In furtherance and not in limitation of the powers conferred upon it by law, the Board is expressly authorized and empowered to adopt, amend and repeal the Bylaws by the affirmative vote of a majority of the Whole Board or by written consent. Notwithstanding any other provision of this Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote, but in addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by any Preferred Stock Designation, the Bylaws may also be amended, altered or repealed and new Bylaws may be adopted by the stockholders of the Corporation only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) in voting power of the outstanding stock of the Corporation entitled to vote thereon. No bylaws hereafter made or adopted, nor any repeal of or amendment thereto, shall invalidate any prior act of the Board that was valid at the time it was taken.
 
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ARTICLE XIII
The Corporation expressly elects not to be governed by the provisions of Section 203 of the DGCL.
Notwithstanding anything to the contrary set forth in this Certificate of Incorporation, the Corporation shall not engage in any Business Combination (as defined below) at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, with any Interested Stockholder (as defined below) for a period of three years following the time that such stockholder became an Interested Stockholder, unless (and subject in all events to any limitations prescribed by the Stockholders Agreement):
 
 	(a)	prior to such time that such stockholder became an Interested Stockholder, the Board approved either the Business Combination or the transaction which resulted in such stockholder becoming an Interested Stockholder; or	
 
 	(b)	at or subsequent to such time that such stockholder became an Interested Stockholder, the Business Combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Voting Stock of the Corporation which is not owned by such Interested Stockholder, or	
 
 	(c)	upon consummation of 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) those shares owned by (i) Persons who are directors and also officers and (ii) 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.	
ARTICLE XIV
As used in Articles XIII and XV and in this Article XIV, the following terms shall have the following meanings:
“Affiliate” means as to any Person, any other Person or entity who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person; provided that the term “Affiliate” shall not include at any time any portfolio companies of the ECP Stockholders. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. A Person who is the Owner of 20% or more of the outstanding Voting Stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary;
 
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Notwithstanding the foregoing, a presumption of control shall not apply where such Person holds Voting Stock, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian or trustee for 1 or more Owners who do not individually or as a group have control of such entity.
“Associate” when used to indicate a relationship with any Person, means: (i) any corporation, partnership, unincorporated association or other entity of which such Person is a director, officer or partner or is, directly or indirectly, the Owner of 20% or more of any class of Voting Stock of the Corporation; (ii) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same residence as such Person.
“Business Combination” means (i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation with the Interested Stockholder or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the Interested Stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding shares of capital stock of the Corporation.
“ECP” means Energy Capital Partners.
“ECP Stockholders” means any of Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP, Energy Capital Partners III (Sunnova Co-Invest), LP and each of their respective Affiliates that owns any shares of Common Stock or Preferred Stock in the Corporation.
“Interested Stockholder” means any Person (other than the Corporation and any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the Owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation that are entitled to vote, or (ii) is an Affiliate of the Corporation and was the Owner of fifteen percent (15%) or more of the outstanding Voting Stock of the Corporation that are entitled to vote at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such Person is an Interested Stockholder, and the Affiliates and Associates of such Person. Notwithstanding anything in this Article XIV to the contrary, the term “Interested Stockholder” shall not include: (x) the ECP Stockholders or any of their Affiliates or Associates, including any investment funds managed, directly or indirectly, by ECP or any other Person with whom any of the foregoing are acting as a group or in concert for the purpose of acquiring, holding, voting or disposing of shares of capital stock of the Corporation, or (y) any Person who acquires Voting Stock of the Corporation directly from an ECP Stockholder, and excluding, for the avoidance of doubt, any Person who acquires Voting Stock of the Corporation through a broker’s transaction executed on any securities exchange or other over-the-counter market or pursuant to an underwritten public offering.
 
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“Owner,” including the terms “own” and “owned,” when used with respect to any stock, means a Person that individually or with or through any of its Affiliates or Associates that (i) beneficially owns such stock, directly or indirectly; or (ii) has (A) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a Person shall not be deemed the Owner of stock tendered pursuant to a tender or exchange offer made by such Person or any of such Person’s Affiliates or Associates until such tendered stock is accepted for purchase or exchange; or (B) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Owner of any stock because of such Person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to 10 or more Persons; or (iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (B) of subparagraph (ii) of this paragraph), or disposing of such stock with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, such stock.
“Person” means any individual, corporation, partnership, unincorporated association or other entity.
“Voting Stock” means, with respect to any corporation, stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference to a percentage of Voting Stock shall refer to such percentage of the votes of such Voting Stock.
ARTICLE XV
(a) In recognition and anticipation that (i) certain directors, principals, officers, employees and/or other representatives of ECP and its Affiliates may serve as directors, officers or agents of the Corporation, (ii) each of ECP and their respective Affiliates, directly or indirectly (including through companies in which ECP or any of its Affiliates is an equityholder, officer, director or affiliate), may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board who are not directly paid employees of the Corporation (“ Non-Employee Directors ”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XV are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of ECP, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith. For the avoidance of doubt, no person shall be deemed not to be a Non-Employee Director solely by virtue of the payment of a management fee by the Corporation to ECP or one or more of their respective Affiliates.
 
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(b) None of (i) ECP or any of its Affiliates or (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation, in either his or her director or officer capacities) or his or her Affiliates (the Persons (as defined below) identified in clause (i) through (ii) above being referred to, collectively, as “ Identified Persons ” and, each individually, as an “ Identified Person ”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage in or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law and in accordance with Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section (c) of this Article XV. Subject to said Section (c) of this Article XV, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty or other duty (contractual or otherwise) as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person, or does not present such corporate opportunity to the Corporation or any of its Affiliates.
(c) The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section (b) of this Article XV shall not apply to any such corporate opportunity.
(d) In addition to and notwithstanding the foregoing provisions of this Article XV, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation, or (iii) is one in which the Corporation has no interest or reasonable expectancy.
(e) To the fullest extent permitted by law, any Person holding, purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XV.
(f) Neither the amendment, change, alteration nor repeal of this Article XV, nor the adoption of any provision of this Second Amended and Restated Certificate of Incorporation or the Bylaws of the Corporation, nor, to the fullest extent permitted by DGCL, any modification of law, shall eliminate or reduce the effect of this Article XV or the rights or any protection afforded under this Article XV in respect of any corporate opportunity that an Identified Person acquires knowledge of prior to such amendment, repeal, adoption or modification.
 
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ARTICLE XVI
Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for: (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, agent or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim against the Corporation, its directors, officers or employees or agents arising pursuant to any provision of the DGCL, this Certificate of Incorporation or the Bylaws, or (d) any action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (e) any action governed by the internal affairs doctrine. This Article XVI shall not apply to suits brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or any other claim for which the federal courts have exclusive jurisdiction.
To the fullest extent permitted by applicable law, the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of this provision.
To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XVI.
[ Remainder of Page Intentionally Left Blank ]
 
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IN WITNESS WHEREOF, this Second Amended and Restated Certificate of Incorporation has been executed this 29 th day of July 2019.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
Name:	 	William J. Berger	
Title:	 	Chairman of the Board, President and
Chief Executive Officer	
[Signature Page to Certificate of Incorporation]

Exhibit 3.4
AMENDED AND RESTATED BY-LAWS OF
SUNNOVA ENERGY INTERNATIONAL INC.
(as of July 29, 2019)
ARTICLE I
Offices
Section  1.01 Offices. Sunnova Energy International Inc. (the “ Corporation ”) may have such principal and other business offices at such places, both within and without the State of Delaware, as the board of directors of the Corporation (the “ Board of Directors ”) from time to time shall determine or the business of the Corporation may require.
Section  1.02 Books and Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any records so kept upon the reasonable request of any person entitled to inspect such records pursuant to applicable law.
ARTICLE II
Meetings of the Stockholders
Section  2.01 Place of Meetings. All meetings of the stockholders shall be held at such place, if any, either within or without the State of Delaware, as shall be designated from time to time by resolution of the Board of Directors and stated in the notice of meeting. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as described in Section  2.12 of these By-Laws in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “ DGCL ”).
Section  2.02 Annual Meeting. If required by applicable law, the annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such date, time and place, if any, as shall be determined by the Board of Directors and stated in the notice of the meeting. The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.
Section  2.03 Special Meetings. Special meetings of stockholders for any purpose or purposes shall be called pursuant to a resolution approved by the Board of Directors and may not be called by any other person or persons. The only business which may be conducted at a special meeting shall be the matter or matters set forth in the notice of such meeting. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors.
Section  2.04 Adjournments. Any meeting of the stockholders, annual or special, may be adjourned from time to time to reconvene at the same or some other place, if any, and subject to the last sentence of this Section  2.04 , notice need not be given of any such adjourned meeting if

the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
Section  2.05 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting that shall state the place, if any, date, hour, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and means of remote communications, if any, of every meeting of stockholders shall be given by the Corporation not less than five (5) days nor more than sixty (60) days before such meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. Notices of special meetings shall also specify the purpose or purposes for which the meeting has been called. Except as otherwise provided herein or permitted by applicable law, any such notice to the stockholders shall be in writing and delivered personally or mailed to the stockholders entitled to vote at such meeting, at their addresses appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to such stockholders, notice of meetings may be given to such stockholders by means of electronic transmission in accordance with applicable law. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at the stockholder’s address as it appears on the records of the Corporation and actually received by such stockholder. If electronically transmitted (in a manner consistent with Section 232 of the DGCL), then notice is deemed given when transmitted and directed to a facsimile number or electronic mail address at which the stockholder has consented to receive notice. An affidavit of the secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.
Section  2.06 Quorum. Unless otherwise required by law, the Certificate of Incorporation of the Corporation, as amended from time to time (the “ Certificate of Incorporation ”), each certificate filed in accordance with the Certificate of Incorporation (or filed as a part of the Certificate of Incorporation), establishing a series of Preferred Stock of the Corporation and the number, designation, powers, preferences and rights of such series of Preferred Stock (each a “ Certificate of Designation ”), if any, these By-Laws, or the Investors Agreement (as defined below), at each meeting of the stockholders, the stockholders entitled to vote and holding a majority in voting power of the shares of capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication, or represented by proxy, shall constitute a quorum. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at such meeting, present in person, present by means of remote communication, or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section  2.04 , until a quorum shall be present or represented. A quorum, once established, shall not be broken by the subsequent withdrawal of enough votes to leave less than a quorum. At any such adjourned meeting at which there is a quorum, any business may be transacted that might have been transacted at the meeting originally called.
 
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Section  2.07 Conduct of Meetings. The Board of Directors may adopt by resolution such procedural rules and regulations for the conduct of the meeting of the stockholders as it shall deem appropriate. At every meeting of stockholders, the President, Chief Executive Officer and Chairman of the Board, or in his or her absence or inability to act, the person whom the President, Chief Executive Officer and Chairman of the Board shall appoint, shall act as chairman of, and preside at, the meeting. The Secretary or, in his or her absence or inability to act, the person whom the chairman of the meeting shall appoint secretary of the meeting, shall act as secretary of the meeting and keep the minutes thereof. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of the stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (f) limitations on the time allotted to questions or comments by participants.
Section  2.08 List of Stockholders. The officer of the Corporation who has charge of the stock ledger shall prepare and make, at least five (5) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order, and showing the address of each such stockholder and the number of shares of each class of capital stock of the Corporation registered in the name of such stockholder. Nothing shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting, for a period of at least five (5) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of such meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, the list shall also be produced and kept at the time and place of the meeting the whole time thereof and may be examined by any stockholder who is present. If the meeting is held solely by means of remote communication, the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger and the list of stockholders or to vote in person or by proxy at any meeting of stockholders.
Section  2.09 Inspectors at Meetings of Stockholders. The Board of Directors, in advance of any meeting of stockholders, may, and shall if required by law, appoint one or more inspectors, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and make a written report thereof. The Board of Directors may designate one or more
 
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persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall (a) ascertain the number of shares outstanding and the voting power of each such share, (b) determine the shares entitled to vote at a meeting that are represented at the meeting, the existence of a quorum and the validity of proxies and ballots, (c) count all votes and ballots, (d) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors and (e) certify their determination of the number of shares entitled to vote at the meeting that are represented at the meeting and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of their duties. Unless otherwise provided by the Board of Directors, the date and time of the opening and the closing of the polls for each matter upon which the stockholders entitled to vote at meeting will vote at such meeting shall be determined by the person presiding at the meeting and shall be announced at the meeting. No ballot, proxies, votes or any revocation thereof or change thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery of the State of Delaware upon application by a stockholder entitled to vote at such meeting shall determine otherwise. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for office at an election may serve as an inspector at such election.
Section 2.10 Fixing the Record Date.
(a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for determining the stockholders entitled to vote at such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the determination of the stockholders entitled to vote at the adjourned meeting and in such case shall also fix as the record date for the stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for the determination of stockholders entitled to vote therewith at the adjourned meeting.
(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date
 
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upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting: (i) when no prior action by the Board of Directors is required by applicable law, the record date for such purpose shall be the first date on which a duly signed written consent consistent with Section  2.11 of these By-Laws setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded and (ii) if prior action by the Board of Directors is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. Delivery shall be by hand or by certified or registered mail, return receipt requested.
(c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to receive any payments or exercise any rights in respect of any change, conversion or exchange of stock, a transaction that results in a change in control of the Corporation, including, without limitation, a merger, reorganization, consolidation, or sale of all or substantially all of the Corporation’s assets or Preferred Stock and Common Stock, a voluntary or involuntary liquidation, a dissolution or a winding up of the Corporation or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
Section 2.11 Action Without a Meeting.
(a) Any action required to be taken at any annual or special meeting of stockholders, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a number of the shares of capital stock then outstanding and entitled to vote on such action that will be necessary to approve such action at a duly called annual or special meeting of stockholders assuming all such holders of capital stock then outstanding and entitled to vote on such action are present at such meeting (with a copy of such consent provided to all other stockholders entitled to vote on such action at a duly called annual or special meeting of the stockholders within a commercially reasonable period thereafter), provided that all stockholders are promptly notified at least three (3) business days before such action is taken.
(b) Electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxy holder, or by a person or persons authorized to act for a stockholder or proxy holder, shall be deemed to be written, signed and dated for the purposes of this Section  2.11 , provided that any such electronic transmission sets forth or is delivered with information from which the Corporation can determine (A) that the electronic transmission was transmitted by the stockholder or proxy holder or by a person or persons authorized to act for the stockholder or proxy holder and (B) the date on which such stockholder or proxy holder or authorized person or persons
 
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transmitted such electronic transmission. The date on which such electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the Corporation, which delivery may be satisfied by the Corporation having placed a reproduction in paper form (which may include a printed version of the electronic transmission) in the book in which proceedings of meetings of stockholders are recorded. Consents given by electronic transmission may be delivered to the principal place of business of the Corporation which may be satisfied by delivery to any officer or agent of the Corporation having his or her primary office at the principal place of business of the Corporation.
(c) Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.
Section  2.12 Meetings by Remote Communications. Subject to such reasonable guidelines and reasonable procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:
(a) participate in a duly called meeting of stockholders; and
(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that:
 
 	i	the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxy holder;	
 
 	ii	the Corporation shall implement reasonable measures to provide such stockholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and	
 
 	iii	if any stockholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.	
ARTICLE III
Board of Directors
Subject to, and except as otherwise required by, applicable law, the Certificate of Incorporation, any Certificate of Designation and the Investors Agreement:
 
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Section  3.01 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The Board of Directors may adopt such rules and procedures as it may deem proper for the conduct of its meetings and the management of the Corporation.
Section  3.02 Number; Term of Office. The Board of Directors shall consist of nine (9) directors. Each director shall hold his office until his successor is elected and qualified or until his earlier resignation or removal. If permitted by the Investors Agreement, or if the Investors Agreement is not then in effect, by vote or agreement of the Board of Directors, the Board of Directors may also permit one or more persons to serve as a nonvoting observer which observer may receive all notices, minutes, consents, and other materials that is provided to directors, subject to any limitations set forth in the Investors Agreement, or if the Investors Agreement is not then in effect, by the Board of Directors, provided, however, that such observer shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; provided, further, that the Corporation reserves the right to withhold any information and to exclude such observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Corporation and its counsel or result in disclosure of trade secrets or a conflict of interest, or if such observer is a competitor of the Corporation. Notwithstanding the foregoing, (i) the members of the Board of Directors may engage in discussions with one another outside of any meetings of the Board of Directors without the need to include any observer in such discussions or otherwise inform any observer of such discussions; (ii) the Board of Directors may take any actions without a meeting pursuant to Section  3.11 of these By-Laws without providing prior notice to any observer and (iii) at any meeting of the Board of Directors attended by any observer, prior to the consummation of such meeting, the Board of Directors may sit in session without the presence of such observer for purposes of discussion, vote or otherwise.
Section  3.03 Regular Meetings of the Board of Directors. Regular meetings of the Board of Directors shall be held in accordance with a quarterly meeting schedule as determined by the Board of Directors, or such meetings may be held on such other days and at such other times and place within or without the State of Delaware as the Board of Directors may from time to time determine. The meeting schedule shall be delivered to each director such that it is actually received by such director at least two (2) business days prior to the next regular meeting in accordance with the delivery methods set forth in Section  3.06 .
Section  3.04 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by any member of the Board of Directors. Notice of a special meeting shall be given by the person or persons calling the meeting to each director in a manner described in Section  3.06 such that it is actually received by such director at least two (2) business days before the special meeting.
Section  3.05 Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to these By-Laws shall constitute presence in person at such meeting.
 
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Section  3.06 Notices. Any written notice of a meeting of the Board of Directors shall be given by postal mail, delivered by hand, by facsimile transmission or by electronic mail. Such notice shall specify the place, date and hour of the meeting, and the general nature of the business to be transacted. A director’s attendance at any meeting, in person or by telephonic or videoconference participation, waives objection to lack of notice or defective notice of a meeting, unless the director at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. A director may otherwise waive notice of a meeting in writing before, during or after the meeting.
Section  3.07 Quorum. Subject to any requirements set forth in the Investors Agreement, a majority of the directors at any time in office shall constitute a quorum of the Board of Directors. If less than a quorum are present at a meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time and may reschedule such adjourned meeting upon notice to each director at least two (2) business days prior to such rescheduled meeting, until such quorum shall be present.
Section  3.08 Organization. At each meeting of the Board of Directors, the Chairman of the Board of Directors (the “ Chairman of the Board ”) or, in his or her absence, another director selected by the Board of Directors shall preside. The Secretary shall act as secretary at each meeting of the Board of Directors. If the Secretary is absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all Assistant Secretaries, the person presiding at the meeting may appoint any person to act as secretary of the meeting.
Section  3.09 Voting. The Board of Directors shall act by simple majority vote at any meeting of the Board of Directors at which a quorum of a majority of the directors is present, subject to any additional requirements set forth in the Investors Agreement.
Section  3.10 Committees of the Board of Directors. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of five or more directors subject to any additional requirements set forth in the Investors Agreement. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise the powers and authority of the Board of Directors, in the management of the business and affairs of the Corporation.
Section  3.11 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting and without a vote, if a consent in writing setting forth the action so taken is signed by all members of the Board of Directors then in office, or all members of any committee thereof, as applicable.
ARTICLE IV
Officers
Section  4.01 Generally. Except as otherwise specified herein or delegated to a committee of the Board of Directors, the Board of Directors shall have the authority to appoint, determine the compensation of, and terminate officers of the Corporation and to delegate and revoke such powers and duties exercisable by the Board of Directors to any such officers, employees or agents of the
 
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Corporation as the Board of Directors deems appropriate, including the power, acting individually or jointly, to represent and bind the Corporation in all matters, in accordance with the scope of their respective powers and duties. Each such officer shall hold office at the pleasure of the Board of Directors for the term for which he or she is appointed and until his or her successor has been appointed and qualified. Any individual may hold any number of offices. No officer, employee or agent of the Corporation need be a stockholder of the Corporation. Subject to the terms of any applicable employment agreement and or other agreement to which the Corporation is party (including the Investors Agreement), any officer appointed by the Board of Directors may be removed by the Board of Directors at any time in its discretion, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the officer removed. Except as provided in any applicable employment agreement or any other agreement to which the Corporation is party (including the Investors Agreement), no contractual rights are granted to any individual solely by reason of being appointed as an officer. Unless otherwise determined by the Board of Directors or as expressly provided for herein or in any agreement to which the Corporation is party (including the Investors Agreement), officers shall have such authority and perform such duties in the management of the Corporation that an individual holding the comparable office in a Delaware corporation customarily has.
Section  4.02 Election of Officers. The officers of the Corporation shall be elected by the Board of Directors and may include a Chief Executive Officer, Chairman of the Board and President, a Chief Financial Officer, Senior Vice Presidents, Vice Presidents, a Treasurer and a Secretary. The President and Chief Executive Officer shall also be a director that is the Chairman of the Board ex officio. The Board of Directors, in its discretion, may also elect one or more Assistant Treasurers, Assistant Secretaries and other officers. Any individual may be elected to, and may hold, more than one office of the Corporation.
Section  4.03 The Chief Executive Officer, the Chairman and President. The President, Chief Executive Officer and Chairman of the Board (which titles shall be vested in one individual) shall have general supervision over the business of the Corporation and other duties incident to the office of the President, Chief Executive Officer and Chairman of the Board, and any other duties as may be from time to time assigned to the President, Chief Executive Officer and Chairman of the Board by the Board of Directors and subject to the control of the Board of Directors in each case.
Section  4.04 Senior Vice Presidents and Vice Presidents. Each Senior Vice President and Vice President shall have such powers and perform such duties as may be assigned to him or her from time to time by the President, Chief Executive Officer and Chairman of the Board.
Section  4.05 The Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for committees when required. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, Chief Executive Officer and Chairman of the Board. The secretary shall keep in safe custody the seal of the Corporation and shall see that it is affixed to all documents, the execution of which, on behalf of the Corporation, under its seal, is necessary or proper, and when so affixed may attest the same.
 
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Section  4.06 The Chief Financial Officer and the Treasurer. The Corporation may have a Chief Financial Officer and a Treasurer, and such offices may be held by different persons. The Chief Financial Officer and the Treasurer shall have such powers and perform such duties as may be assigned to him or her by the President, Chief Executive Officer and Chairman of the Board.
Section  4.07 Duties of Certain Officers May be Delegated. In the case of the absence of any officer, or for any other reason that the Board of Directors may deem sufficient, the President, Chief Executive Officer and Chairman of the Board or the Board of Directors may delegate for the time being the powers or duties of such officer to any other officer or to any director.
ARTICLE V
Stock Certificates and their Transfer
Section  5.01 Certificates Representing Shares. Nothing in these By-Laws limits or will be interpreted to limit the power of the Board of Directors under the DGCL to provide that some or all of any or all classes or series of Preferred Stock or Common Stock shall be uncertificated. If shares of capital stock are represented by certificates, such certificates shall be in the form approved by the Board of Directors. The certificates representing shares of capital stock, if any, of each class shall be signed by, or in the name of, the Corporation by the President, Chief Executive Officer and Chairman of the Board, any Senior Vice President or Vice President, the Secretary or any Assistant Secretary, or the Treasurer or any Assistant Treasurer. Any or all such signatures may be facsimiles. Although any officer, transfer agent or registrar whose manual or facsimile signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.
Section  5.02 Transfers of Stock. Capital stock of the Corporation shall be transferable in the manner prescribed by, and subject to, applicable law, the Certificate of Incorporation, any Certificate of Designation, these By-Laws and the terms of the Investors Agreement. Transfers of capital stock shall be made on the books of the Corporation only by the person named as the holder thereof on the stock records of the Corporation, by such person’s attorney lawfully constituted in writing, and in the case of shares represented by a certificate upon the surrender of the certificate thereof, which shall be cancelled before a new certificate or uncertificated shares shall be issued. No transfer of capital stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.
Section  5.03 Transfer Agents and Registrars. The Board of Directors may appoint, or authorize any officer or officers to appoint, one or more transfer agents and one or more registrars, which may be the Corporation or any officer of the Corporation, as applicable.
Section  5.04 Lost, Stolen or Destroyed Certificates. The Board of Directors may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit
 
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of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or the owner’s legal representative to give the Corporation a bond sufficient to indemnify it against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate or uncertificated shares.
ARTICLE VI
Exclusive Forum for Certain Disputes
Unless the Corporation consents in writing to the selection of an alternative forum, the courts of the State of Delaware sitting in New Castle County and the United States District Court sitting in Wilmington, Delaware, shall, to the fullest extent permitted by law, be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a duty owed by any director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware and (d) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article VI.
ARTICLE VII
Insurance
The Corporation will at all times maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such. The Corporation will, for a period of six (6) years after any change in control of the Corporation, maintain such insurance policies providing coverage at least comparable to and in the same amounts as that provided by any such policies in effect immediately prior to such change in control.
ARTICLE VIII
General Provisions
Section  8.01 Fiscal Year. The fiscal year of the Corporation shall begin on January 1st and end on December 31st of each year.
Section  8.02 Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the
 
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Corporation under any provision of applicable law, the certificate of incorporation, or these By-Laws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any stockholder who fails to object in writing to the Corporation, within 60 days of having been given written notice by the corporation of its intention to send the single notice permitted under this Section  8.2 , shall be deemed to have consented to receiving such single written notice. Notice to directors may be given by telecopy, telephone or other means of electronic transmission.
Section  8.03 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.
Section  8.04 Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board of Directors or by an officer or officers authorized by the Board of Directors to make such designation.
Section  8.05 Dividends. Subject to applicable law, the Certificate of Incorporation, any Certificate of Designation and the Investors Agreement, dividends upon the shares of capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors. Dividends may be paid in cash, in property or in shares of capital stock of the Corporation, unless otherwise provided by applicable law, the Certificate of Incorporation, any Certificate of Designation or the Investors Agreement.
Section  8.06 Conflict With Applicable Law, Certificate of Incorporation, Certificate of Designation and the Investors Agreement. These By-Laws are adopted subject to any applicable law, the Certificate of Incorporation, any Certificate of Designation and the Investors Agreement.
Section  8.07 Stock. References in these By-Laws to “stock”, “capital stock” or similar terms shall refer to all shares of Common Stock and Preferred Stock authorized pursuant to the Certificate of Incorporation or any Certificate of Designation, as applicable, which shares are then issued and outstanding and, based on the applicable reference set forth in these By-Laws, have such rights or obligations set forth in the Certificate of Incorporation, such Certificate of Designation or any written agreement among the stockholders or between or among the Corporation and one or more stockholders ( provided , that such written agreement has been provided to each ECP Investor and Quantum Investor (as defined in the Investors Agreement)), including, without limitation, that certain Third Amended and Restated Investors Agreement, dated as of March 29, 2018, by and among the Corporation and the other parties thereto (as it may be amended and restated from time to time, the “ Investors Agreement ”). References to “stockholders” or similar terms shall refer to the holder of any such shares of Common Stock and Preferred Stock at such time.
 
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ARTICLE IX
Amendments
These By-Laws may be amended, altered, changed, adopted and repealed or new By-Laws adopted by the Board of Directors, provided that such action by the Board of Directors complies with the voting standards or such other terms which would apply to such amendment, alteration, change, adoption or repeal as set forth in or required by applicable law, the Certificate of Incorporation, any Certificate of Designation and any written agreement among all of the stockholders or between or among the Corporation and one or more stockholders, including, without limitation, the Investors Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 
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Exhibit 3.5
SECOND AMENDED AND RESTATED BYLAWS
OF
SUNNOVA ENERGY INTERNATIONAL, INC.
(Adopted on July 29, 2019)
(Effective upon the closing of the Corporation’s initial public offering)

TABLE OF CONTENTS

 	  	Page	 	
ARTICLE I STOCKHOLDERS	  	 	1	 	
	 	1.1	  	Place of Meetings	  	 	1	 	
	 	1.2	  	Annual Meeting	  	 	1	 	
	 	1.3	  	Special Meetings	  	 	1	 	
	 	1.4	  	Notice of Meetings	  	 	1	 	
	 	1.5	  	Voting List	  	 	2	 	
	 	1.6	  	Quorum	  	 	2	 	
	 	1.7	  	Adjournments	  	 	3	 	
	 	1.8	  	Proxies	  	 	3	 	
	 	1.9	  	Action at Meeting	  	 	4	 	
	 	1.10	  	Advance Notice Procedures	  	 	4	 	
	 	1.11	  	Conduct of Meetings; Inspectors of Election	  	 	14	 	
		
ARTICLE II DIRECTORS	  	 	15	 	
	 	2.1	  	General Powers	  	 	15	 	
	 	2.2	  	Number, Election, Term and Qualification	  	 	15	 	
	 	2.3	  	Chairperson of the Board	  	 	16	 	
	 	2.4	  	Lead Independent Director	  	 	16	 	
	 	2.5	  	Quorum	  	 	16	 	
	 	2.6	  	Action at Meeting	  	 	16	 	
	 	2.7	  	Removal	  	 	16	 	
	 	2.8	  	Newly Created Directorships; Vacancies	  	 	17	 	
	 	2.9	  	Resignation	  	 	17	 	
	 	2.10	  	Regular Meetings	  	 	17	 	
	 	2.11	  	Special Meetings	  	 	17	 	
	 	2.12	  	Notice of Special Meetings	  	 	17	 	
	 	2.13	  	Meetings by Conference Communications Equipment	  	 	17	 	
	 	2.14	  	Action by Consent	  	 	17	 	
	 	2.15	  	Committees	  	 	18	 	
	 	2.16	  	Compensation of Directors	  	 	18	 	
		
ARTICLE III OFFICERS	  	 	18	 	
	 	3.1	  	Titles	  	 	18	 	
	 	3.2	  	Election	  	 	19	 	
	 	3.3	  	Qualification	  	 	19	 	
	 	3.4	  	Tenure	  	 	19	 	
	 	3.5	  	Resignation and Removal	  	 	19	 	
	 	3.6	  	Vacancies	  	 	19	 	
	 	3.7	  	President; Chief Executive Officer	  	 	19	 	
	 	3.8	  	Chief Financial Officer	  	 	20	 	
	 	3.9	  	Vice Presidents	  	 	20	 	
	 	3.10	  	Secretary and Assistant Secretaries	  	 	20	 	
	 	3.11	  	Treasurer and Assistant Treasurers	  	 	21	 	
	 	3.12	  	Salaries	  	 	21	 	
	 	3.13	  	Delegation of Authority	  	 	21	 	
 
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ARTICLE IV CAPITAL STOCK	  	 	21	 	
	  	4.1	  	Stock Certificates; Uncertificated Shares	  	 	21	 	
	  	4.2	  	Transfers	  	 	22	 	
	  	4.3	  	Lost, Stolen or Destroyed Certificates	  	 	23	 	
	  	4.4	  	Record Date	  	 	23	 	
	  	4.5	  	Regulations	  	 	24	 	
		
ARTICLE V GENERAL PROVISIONS	  	 	24	 	
	  	5.1	  	Fiscal Year	  	 	24	 	
	  	5.2	  	Corporate Seal	  	 	24	 	
	  	5.3	  	Waiver of Notice	  	 	24	 	
	  	5.4	  	Voting of Securities	  	 	25	 	
	  	5.5	  	Evidence of Authority	  	 	25	 	
	  	5.6	  	Certificate of Incorporation	  	 	25	 	
	  	5.7	  	Severability	  	 	25	 	
	  	5.8	  	Pronouns	  	 	25	 	
		
ARTICLE VI AMENDMENTS	  	 	25	 	
		
ARTICLE VII INDEMNIFICATION AND ADVANCEMENT	  	 	25	 	
	  	7.1	  	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	  	 	25	 	
	  	7.2	  	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	  	 	26	 	
	  	7.3	  	Authorization of Indemnification	  	 	27	 	
	  	7.4	  	Right of Claimant to Bring Suit	  	 	27	 	
	  	7.5	  	Expenses Payable in Advance	  	 	28	 	
	  	7.6	  	Nonexclusivity of Indemnification and Advancement of Expenses	  	 	28	 	
	  	7.7	  	Insurance	  	 	28	 	
	  	7.8	  	Certain Definitions	  	 	29	 	
	  	7.9	  	Survival of Indemnification and Advancement of Expenses	  	 	29	 	
	  	7.10	  	Limitation on Indemnification	  	 	29	 	
	  	7.11	  	Contract Rights	  	 	29	 	
 
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ARTICLE I
STOCKHOLDERS
1.1     Place of Meetings . All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors (the “ Board ”) of Sunnova Energy International Inc. (the “ Corporation ”), the Chairperson of the Board or the Chief Executive Officer or, if not so designated, at the principal office of the Corporation. The Board may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “ DGCL ”).
1.2     Annual Meeting . The annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly be brought before the meeting in accordance with these Bylaws shall be held on a date and at a time designated by the Board, the Chairperson of the Board or the Chief Executive Officer. The Board or the chairperson of the meeting may postpone, recess, reschedule or cancel any previously scheduled annual meeting of stockholders at any time, before or after the notice for such meeting has been sent to the stockholders.
1.3     Special Meetings . Special meetings of stockholders for any purpose or purposes may be called only in the manner provided in the Certificate of Incorporation. The Board or the chairperson of the meeting may postpone, recess, reschedule or cancel any previously scheduled special meeting of stockholders at any time, before or after the notice for such meeting has been sent to the stockholders. Business to be conducted at a special meeting of stockholders shall be limited to the purposes stated in the notice of meeting. Nothing contained in this Section 1.3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board may be held.
1.4     Notice of Meetings . Except as otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders given by the Corporation shall be effective if given by electronic transmission in accordance with applicable law. The notices of all meetings shall state the place, if any, date and

time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting). The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the DGCL.
1.5     Voting List . The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting ( provided , however , if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then such list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, such list shall presumptively determine the identity of the stockholders entitled to examine the list of stockholders required by this Section 1.5 and vote at the meeting and the number of shares held by each of them. To the fullest extent permitted by applicable law, the failure to comply with any requirements of this Section 1.5 shall not affect the validity of any action taken at such meeting.
1.6     Quorum . Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, at each meeting of stockholders the presence of the holders of a majority in voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled to
 
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vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided , however , that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.
1.7     Adjournments . Any meeting of stockholders, annual or special, may be adjourned from time to time to any other time and to the same or some other place at which a meeting of stockholders may be held under these Bylaws by the Board, the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon, although less than a quorum. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting.
1.8     Proxies . Each stockholder of record entitled to vote at a meeting of stockholders may authorize another person or persons to vote for such stockholder by proxy. Any copy, facsimile transmission or other reliable reproduction of the document authorizing a person to vote by proxy may be substituted or used in lieu of the original document for any and all purposes for which the original document could be used; provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire document. Any electronic transmission authorizing a person to vote by proxy must set forth or be submitted with information from which it can be determined that the transmission was authorized by the stockholder. No such proxy shall be voted upon after three (3) years from its date, unless the proxy provides for a longer period.
 
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1.9     Action at Meeting . When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by a majority of the votes cast by the holders of all of the shares of stock present in person or represented by proxy at the meeting and voting affirmatively or negatively on such matter (or if one or more class, classes or series of stock are entitled to vote as a separate class or series, then a majority of the votes cast by the holders of the shares of stock of such class, classes or series entitled to vote as a separate class or series present in person or represented by proxy at the meeting and voting affirmatively or negatively on such matter), except when a different vote is required by express provision of applicable law, regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation or these Bylaws, in which case such express provision shall govern. Voting at meetings of stockholders need not be by written ballot. At all meetings of stockholders for the election of directors at which a quorum is present a plurality of the votes cast shall be sufficient to elect directors.
1.10    Advance Notice Procedures.
 
 	(a)	Nomination of Directors at Annual Meetings.	
(i)    Except for any directors entitled to be elected by the holders of Preferred Stock, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election or re-election as directors. Nomination for election to the Board at an annual meeting of stockholders may be made only (A) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (B) by or at the direction of the Board or any duly authorized committee thereof or (C) by a stockholder of the Corporation who (1) timely complies in proper form in writing with the notice procedures in Section 1.10(a), (2) is a stockholder of record on the date of the giving of notice to the Secretary of the Corporation required by this Section 1.10(a), on the record date for the determination of stockholders entitled to notice of the annual meeting and on the record date for the determination of stockholders entitled to vote at such meeting and (3) is entitled to vote at such meeting upon such election of directors. For any nominations to be properly brought before an annual meeting by a stockholder
 
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pursuant to clause (C) of this Section 1.10(a)(i), the stockholder must have given timely notice thereof in proper form, and must timely provide any updates and supplements to such notice thereof, in writing to the Secretary of the Corporation at such times and in such forms provided by this Section 1.10(a).
(ii)    To be timely, a stockholder’s notice required by Section 1.10(a)(i)(C) must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90 th ) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is scheduled for a date that is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90 th ) day prior to the date of such annual meeting or, if the first public announcement of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10 th ) day following the day on which public announcement of the date of such meeting is first made by the Corporation. For purposes of these Bylaws, for the first annual meeting following the initial public offering of the Common Stock of the Corporation, the date of the first anniversary of the preceding year’s annual meeting shall be deemed to be July 31, 2019. In no event shall any adjournment, recess, cancellation, rescheduling or postponement of an annual meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(iii)    To be in proper form for purposes of this Section 1.10(a), a stockholder’s notice to the Secretary must set forth: (A) as to each person whom the stockholder proposes to nominate for election as a director (1) the name, age, business and residence address of the nominee, (2) the principal occupation or employment of the nominee (presently and for the past five (5) years), (3) all other information relating to such nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations promulgated thereunder, (4) a reasonably detailed description of all direct and indirect compensatory, payment or other financial agreements, arrangements and understandings during the past three years that such nominee
 
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has with any other person or entity other than the Corporation including the amount of any payment or payments received or receivable thereunder, in each case in connection with candidacy or service as a director of the Corporation, and any other material relationships, between or among such stockholder and Stockholder Associated Person, if any, and their respective affiliates and associates, or other person or entity acting in concert therewith, on the one hand, and such proposed nominee and his or her respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person or entity acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant, (5) such nominee’s written consent to being named in the Corporation’s proxy statement as a nominee of such stockholder and to serving as a director if elected, which shall state his or her intention to serve a full term as a director if elected, (6) all information with respect to such nominee that would be required to be set forth in a stockholder’s notice pursuant to this Section 1.10 if such nominee were the stockholder giving notice hereunder (the information required by this Section 1.10(a)(iii) is referred to herein as the “ Nominee Information ”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such stockholder’s Stockholder Associated Person, (2) the class or series and number of shares of each such class or series of capital stock of the Corporation which are, directly or indirectly, owned beneficially (within the meaning of Rule 13d-3 under the Exchange Act) or of record by such stockholder and such Stockholder Associated Person (provided, that such stockholder and the Stockholder Associated Person, if any, on whose behalf the nomination is made shall in all events be deemed to beneficially own any shares of any class or series and number of shares of capital stock of the Corporation as to which such stockholder or Stockholder Associated Person, if any, has a right to acquire beneficial ownership at any time in the future), (3) a complete and accurate description of all Derivative Transactions (as defined below), whether or not subject to settlement in underlying shares of capital stock of the Corporation or otherwise, by such stockholder or by any Stockholder Associated Person during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions, (4) a complete and accurate description of any agreement, arrangement or understanding with respect to the nomination (and any related business proposal) between or among such stockholder and/or such stockholder’s
 
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Stockholder Associated Person, any of their respective affiliates or associates, and any other person or entity (including their names) acting in concert with any of the foregoing, including the name and address of any other person(s) or entity or entities known to the stockholder or any Stockholder Associated Person to support such nomination, (5) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting upon such nomination and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice, (6) a representation as to whether the stockholder and/or any Stockholder Associated Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by the stockholder or Stockholder Associated Person to be sufficient to elect such nominee (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials) (such information provided and statements made as required by clauses (x) and (y) above, a “ Nominee Solicitation Statement ”), and (7) any other information relating to such stockholder and Stockholder Associated Person, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could reasonably be expected to be material to a stockholders’ understanding of whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines, as applicable.
In addition, to be in proper written form, a stockholder’s notice to the Secretary must be supplemented by such stockholder not later than ten (10) days after the record date for determining the stockholders entitled to notice of the meeting to disclose the information specified in clause (1) through (4) of Section 1.10(a)(iii)(A) as of such record date. Additionally, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or in any other notice to the Corporation or if the Nominee Solicitation Statement applicable to such nominee or any other relevant notice contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.
 
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Notwithstanding anything in the first sentence of Section 1.10(a)(ii) to the contrary, in the event that the number of directors to be elected to the Board at the annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 1.10(a)(ii) and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.10(a) shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation.
 
 	(b)	Notice of Business at Annual Meetings .	
(i)    At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business other than the election of directors must be (A) specified in the notice of meeting (or any supplement thereto), (B) otherwise brought by or at the direction of the Board or any duly authorized committee thereof or (C) properly brought before the meeting by a stockholder in accordance with this Section 1.10(b).
(ii)    For business other than the election of directors to be properly brought before an annual meeting by a stockholder pursuant to Section 1.10(b)(i)(C), the business must constitute a proper matter under Delaware law for stockholder action and the stockholder must (A) have given timely notice thereof in proper form in writing to the Secretary of the Corporation (and must timely provide any updates or supplements to such notice at such times and in such forms provided by this Section 1.10(b)), (B) be a stockholder of record on the date of the giving of such notice, on the record date for the determination of stockholders entitled to notice of the annual meeting and on the record date for the determination of stockholders entitled to vote at such annual meeting and (C) be entitled to vote at such annual meeting and on such proposal.
(iii)    To be timely, a stockholder’s notice required by Section 1.10(b)(ii) must be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90 th ) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual
 
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meeting; provided , however , that in the event that the date of the annual meeting is scheduled for a date that is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the close of business on the one hundred twentieth (120th) day prior to the date of such annual meeting and not later than the close of business on the later of the ninetieth (90 th ) day prior to the date of such annual meeting or, if the first public announcement by the Corporation of the date of such annual meeting is less than one hundred (100) days prior to the date of such annual meeting, the tenth (10 th ) day following the day on which the Corporation first makes a public announcement of the date of such meeting at which directors are to be elected. In no event shall any adjournment, recess, cancellation, rescheduling or postponement of an annual meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(iv)    To be in proper form for purposes of this Section 1.10(b), such stockholder’s notice to the Secretary must set forth: (A) as to each matter of business the stockholder intends to bring before the annual meeting (1) a reasonably detailed description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any direct or indirect material interest in such business of such stockholder and any Stockholder Associated Person in such business, (2) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the these Bylaws, the language of the proposed amendment), (3) a complete and accurate description of all agreements, arrangements and understandings between or among such stockholder and such stockholder’s Stockholder Associated Person, if any, and the name and address of any other person(s) or entity or entities in connection with the proposal of such business by such stockholder, and (4) such other information relating to any proposed item of business as the Corporation may reasonably require to determine whether such proposed item of business is a proper matter for stockholder action; and (B) as to the stockholder giving the notice and any Stockholder Associated Person (1) the information required to be provided pursuant to clause (1) through (4) of Section 1.10(a)(iii)(A) above (except that the references to “nominee” or “nomination” in such clauses shall instead refer to “business proposal” for purposes of this paragraph), (2) a representation whether the stockholder and/or any Stockholder Associated Person intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required under applicable law to approve or adopt the proposal (and such representation shall be included in any such proxy statement and form of
 
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proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal (and such representation shall be included in any such solicitation materials), (such information provided and statements made as required by clauses (x) and (y), a “ Business Solicitation Statement ”); (3) any other information relating to such stockholder and Stockholder Associated Person, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the proposal pursuant to Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.
In addition, to be in proper written form, a stockholder’s notice to the Secretary must be supplemented by such stockholder not later than ten (10) days after the record date for determining the stockholders entitled to notice of the meeting to disclose the information specified in clause (1) of Section 1.10(b)(iv)(B) as of such record date. Also, stockholder seeking to bring business before the annual meeting (other than the election of directors) shall promptly provide any other information reasonably requested by the Corporation. Additionally, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.
Notwithstanding anything in this Section 1.10(b) to the contrary, the foregoing notice requirements of this Section 1.10(b) shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the Corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.
(c)     Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting only (i) by or at the direction of the Board or any duly authorized committee thereof or (ii) provided that the Board has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (A) is a stockholder of record at the time the notice provided for in this Section 1.10 is received by the Secretary of the Corporation, on the
 
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record date for the determination of stockholders entitled to notice of the special meeting and on the record date for the determination of stockholders entitled to vote at such special meeting, (B) is entitled to vote at the meeting and upon such election and (C) complies with the notice procedures set forth in this Section 1.10(c) (including, without limitation, as to timely notice and as to proper form, which notice shall include the information, agreements, consents and representations set forth in Section 1.10(a) except that the references to “annual meeting” in Section 1.10(a) shall instead refer to such “special meeting”) and applicable law. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(iii) of this Section 1.10 with respect to each such nomination (including, without limitation, all Nominee Information) shall be received by the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120 th ) day prior to the date of such special meeting and not later than the close of business on the later of the ninetieth (90 th ) day prior to such special meeting or, if the first public announcement of the date of such special meeting at which directors are to be elected is less than one hundred (100) days prior to the date of such special meeting, the tenth (10 th ) day following the day on which public announcement is first made of the date of the special meeting by the Corporation. In no event shall any adjournment, recess, cancellation, rescheduling or postponement of a special meeting or the public announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.
(d)     General . (i) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.10 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.10. Except as otherwise provided by law, the chairperson of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case
 
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may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (A)(2)(c)(vi) of this Section 1.10) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 1.10, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Except as otherwise required by law, nothing in this Section 1.10 shall obligate the Corporation or the Board to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board information with respect to any nominee for director submitted by a stockholder. Notwithstanding the foregoing provisions of this Section 1.10, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 1.10, to be considered a qualified representative of the stockholder, a person or entity must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person or entity must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.
(ii)    For purposes of these Bylaws:
“ affiliate ” has the meaning in Rule 12b-2 under the Exchange Act.
“ associate ” has the meaning in Rule 12b-2 under the Exchange Act.
“ beneficial ownership ,” including the correlative terms “ beneficially own ” and “ beneficial owner ,” has the meaning in Rule 13d-3 under the Exchange Act, except that a person shall in all events be deemed to beneficially own any shares of any class or series of capital stock of the Corporation as to which such person has a right to acquire (by conversion, exercise of otherwise) beneficial ownership currently or at any time in the future.
 
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“ Derivative Transaction ” shall mean any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, the stockholder or beneficial owner or any of its affiliates or associates, whether record or beneficial:
 
 	(w)	the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Corporation,	
 
 	(x)	which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Corporation,	
 
 	(y)	the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or	
 
 	(z)	which provides the right to vote or increase or decrease the voting power of, such stockholder or beneficial owner, or any of its affiliates or associates, with respect to any securities of the Corporation,	
which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such stockholder or beneficial owner in the securities of the Corporation held, directly or indirectly, by any general or limited partnership, limited liability company or similar entity of which such stockholder or beneficial owner is or, directly or indirectly, owns an interest in a general partner or managing member of such entity.
“ public announcement ” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15.(d) of the Exchange Act and the rules and regulations promulgated thereunder.
“ Stockholder Associated Person ” shall mean, for any stockholder, (x) any person or entity controlling, directly or indirectly, or acting in concert with, such stockholder, (y) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (z) any person or entity controlling, controlled by or under common control with any person or entity referred to in the preceding clauses (x) or (y).
(iii)    Notwithstanding the foregoing provisions of this Section 1.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules
 
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and regulations promulgated thereunder with respect to the matters set forth herein; provided , however , that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.10 (including paragraphs (a)(i)(C), (b)(i)(C) and (c) hereof), and compliance with paragraphs (a)(i)(B), (b)(i)(C) and (c) of this Section 1.10 shall be the exclusive means for a stockholder to make nominations or submit other business (other than business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in these Bylaws shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.
 
 	1.11	Conduct of Meetings; Inspectors of Election .	
(e)    Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in the Chairperson’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by the President, or in the absence of all of the foregoing persons by a chairperson designated by the Board. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.
(f)    The Board may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to
 
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stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
(g)    The chairperson of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.
(h)    The Corporation may, and if required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees, agents or representatives of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall certify their determination of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.
ARTICLE II
DIRECTORS
2.1     General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board, who may exercise all of the powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation.
2.2     Number, Election, Term and Qualification . The total number of directors constituting the Board shall be as fixed in, or in the manner provided by, the Certificate of Incorporation. Election of directors need not be by written ballot. The term of office of each director shall be as specified in the Certificate of Incorporation. Directors need not be stockholders of the Corporation.
 
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2.3     Chairperson of the Board . The Board may appoint from its members a Chairperson of the Board, and such person need not be an employee or officer of the Corporation. If the Board appoints a Chairperson of the Board, such Chairperson shall perform such duties and possess such powers as are assigned by the Board and, if the Chairperson of the Board is also designated as the Corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.7 of these Bylaws. Unless otherwise provided by the Board, the Chairperson of the Board shall preside at all meetings of the Board.
2.4     Lead Independent Director . The Board may appoint from its members that are Independent Directors a lead independent director of the Board (as defined below) (such director, the “ Lead Independent Director ”). He or she shall preside at all meetings at which the Chairperson of the Board is not present and shall exercise such other powers and duties as may from time to time be assigned to him or her by the Board or as prescribed by these Bylaws. For purposes of these Bylaws, “ Independent Director ” has the meaning ascribed to such term under the rules of the exchange upon which the Corporation’s common stock is primarily traded.
2.5     Quorum . The greater of (a) a majority of the directors at any time in office and (b) one-third of the Whole Board shall constitute a quorum of the Board. For purposes of these Bylaws, the term “ Whole Board ” shall mean the total number of authorized directors whether or not there exist any vacancies or unfilled seats in previously authorized directorships (provided for the avoidance of doubt that voting power shall be attributed to any such vacancies or unfilled seats). If at any meeting of the Board there shall be less than a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.
2.6     Action at Meeting . Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number is required by law, the Certificate of Incorporation or these Bylaws.
2.7     Removal . Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed only as expressly provided in the Certificate of Incorporation or by applicable law.
 
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2.8     Newly Created Directorships; Vacancies . Any vacancy or newly created directorship on the Board, however occurring, shall be filled only in accordance with the Certificate of Incorporation.
2.9     Resignation . Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event.
2.10     Regular Meetings . Regular meetings of the Board may be held without notice at such time and place as shall be determined from time to time by the Board; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board may be held without notice immediately after and at the same place as the annual meeting of stockholders.
2.11     Special Meetings . Special meetings of the Board may be called by the Chairperson of the Board, the Chief Executive Officer, the affirmative vote of a majority of the directors then in office, or by one director in the event that there is only a single director in office.
2.12     Notice of Special Meetings . Notice of the date, place and time of any special meeting of the Board shall be given to each director (a) in person, by telephone or by electronic transmission at least twenty-four (24) hours in advance of the meeting, (b) by delivering written notice by hand to such director’s last known business or home at least twenty-four (24) hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or home address at least seventy-two (72) hours in advance of the meeting. Such notice may be given by the Secretary or by the Chairperson of the Board, the Chief Executive Officer or one of the directors calling the meeting. A notice or waiver of notice of a meeting of the Board need not specify the purposes of the meeting.
2.13     Meetings by Conference Communications Equipment . Directors may participate in meetings of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
2.14     Action by Consent . Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent to the action in writing or by electronic transmission.
 
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2.15     Committees . The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation with such lawfully delegable powers and duties as the Board thereby confers, to serve at the pleasure of the Board. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board may from time to time request. Except as the Board may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.
2.16     Compensation of Directors . Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary entities in any other capacity and receiving compensation for such service.
ARTICLE III
OFFICERS
3.1     Titles . The officers of the Corporation may consist of a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer and a Secretary and such other officers with such
 
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other titles as the Board shall from time to time determine. The Board may appoint such other officers, including one or more Vice Presidents and one or more Assistant Treasurers or Assistant Secretaries, as it may deem appropriate from time to time.
3.2     Election . The officers of the Corporation shall be elected by the Board.
3.3     Qualification . No officer need be a stockholder. Any two or more offices may be held by the same person.
3.4     Tenure . Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until such officer’s successor is duly elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation, disqualification or removal.
3.5     Resignation and Removal . Any officer may resign by delivering a resignation in writing or by electronic transmission to the Corporation. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may be removed at any time, with or without cause, by the affirmative vote of a majority of the Whole Board. Except as the Board may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided for in a duly authorized written agreement with the Corporation
3.6     Vacancies . The Board may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled, for such period as it may determine, any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is duly elected and qualified, or until such officer’s earlier death, resignation, disqualification or removal.
3.7     President; Chief Executive Officer . Unless the Board has designated another person as the Corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the Corporation. The Chief Executive Officer shall have general charge and supervision of the business of the Corporation subject to the direction of the Board, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are
 
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delegated to such officer by the Board. The President shall perform such other duties and shall have such other powers as the Board or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer or the President (if the President is not the Chief Executive Officer), the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board) shall perform the duties of the Chief Executive Officer and when so performing such duties shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.
3.8     Chief Financial Officer . Unless the Board has designated another person as the Corporation’s Chief Financial Officer, the Treasurer shall be the Chief Financial Officer of the Corporation. The Chief Financial Officer shall perform such duties and possess such powers as the Board or the Chief Executive Officer may from time to time prescribe.
3.9     Vice Presidents . Each Vice President shall perform such duties and possess such powers as the Board or the Chief Executive Officer may from time to time prescribe. The Board may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board.
3.10     Secretary and Assistant Secretaries . The Secretary shall perform such duties and shall have such powers as the Board or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board, to attend all meetings of stockholders and the Board and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.
Any Assistant Secretary shall perform such duties and possess such powers as the Board, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board) shall perform the duties and exercise the powers of the Secretary.
The chairperson of any meeting of the Board or of stockholders may designate a temporary secretary to keep a record of any meeting.
 
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3.11     Treasurer and Assistant Treasurers . The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board, to make proper accounts of such funds, and to render as required by the Board statements of all such transactions and of the financial condition of the Corporation.
The Assistant Treasurers shall perform such duties and possess such powers as the Board, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board) shall perform the duties and exercise the powers of the Treasurer.
3.12     Salaries . Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board.
3.13     Delegation of Authority . The Board may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
ARTICLE IV
CAPITAL STOCK
4.1     Stock Certificates; Uncertificated Shares . The shares of the Corporation shall be uncertificated shares, provided that the resolution of the Board that the shares of capital stock of the Corporation shall be uncertificated shares shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation (or the transfer agent or registrar, as the case may be). Notwithstanding the foregoing, the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be certificated shares. Every holder of stock of the Corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board, representing the number of shares held by such holder registered in certificate form. Each such certificate shall be signed by or in the name of the Corporation by any two authorized officers of the Corporation and each of the Chief Executive Officer, the President, any Vice President, the Secretary, any Assistant Secretary, the Treasurer and any Assistant Treasurer are duly authorized to sign such certificates
 
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by, or in the name of, the Corporation, unless otherwise expressly provided in the resolution of the Board electing such officer. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue
Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.
If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated shares, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL or, with respect to Section 151 of DGCL, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
4.2     Transfers . Shares of stock of the Corporation shall be transferable in the manner prescribed by law, the Certificate of Incorporation and in these Bylaws. Transfers of shares of
 
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stock of the Corporation shall be made only on the books of the Corporation or by transfer agents designated to transfer shares of stock of the Corporation. Subject to applicable law, shares of stock represented by certificates shall be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws.
4.3     Lost, Stolen or Destroyed Certificates . The Corporation may issue a new certificate or uncertificated shares in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond sufficient to indemnify the Corporation or any transfer agent or registrar against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
4.4     Record Date . In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to
 
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any adjournment of the meeting; provided , however , that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
4.5     Regulations . The issue and registration of shares of stock of the Corporation shall be governed by such other regulations as the Board may establish.
ARTICLE V
GENERAL PROVISIONS
5.1     Fiscal Year . Except as from time to time otherwise designated by the Board, the fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December in each year.
5.2     Corporate Seal . The corporate seal shall be in such form as shall be approved by the Board.
5.3     Waiver of Notice . Whenever notice is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in any such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
 
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5.4     Voting of Securities . Except as the Board may otherwise designate, the Chief Executive Officer, the President, the Chief Financial Officer or the Treasurer may waive notice, vote, consent, or appoint any person or persons to waive notice, vote or consent, on behalf of the Corporation, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for the Corporation (with or without power of substitution and re-substitution), with respect to the securities of any other entity which may be held by this Corporation.
5.5     Evidence of Authority . A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.
5.6     Certificate of Incorporation . All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and/or restated and in effect from time to time, including any certificate of designation relating to any outstanding series of Preferred Stock.
5.7     Severability . Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws.
5.8     Pronouns . All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.
ARTICLE VI
AMENDMENTS
These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the Board or by the stockholders as expressly provided in the Certificate of Incorporation.
ARTICLE VII
INDEMNIFICATION AND ADVANCEMENT
7.1     Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation . Subject to Section 7.3, the Corporation shall indemnify, to the fullest
 
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extent permitted by applicable law, any person (a “Covered Person”) who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such Covered Person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), liability and loss, judgments, fines and penalties and amounts paid in settlement actually and reasonably incurred or suffered by such Covered Person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
7.2     Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation . Subject to Section 7.3, the Corporation shall indemnify, to the fullest extent permitted by applicable law, any Covered Person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such Covered Person is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by such Covered Person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite
 
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the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
7.3     Authorization of Indemnification . Any indemnification under this Article VII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Covered Person is proper in the circumstances because such Covered Person has met the applicable standard of conduct set forth in Section 7.1 or Section 7.2, as the case may be. Such determination shall be made, with respect to a Covered Person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that a Covered Person has been successful on the merits or otherwise in defense of any action, suit or proceeding set forth in Section 7.1 or Section 7.2 or in defense of any claim, issue or matter therein, such Covered Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific case.
7.4     Right of Claimant to Bring Suit . Notwithstanding any contrary determination in the specific case under Section 7.3, and notwithstanding the absence of any determination thereunder, if (i) following the final disposition of the applicable proceeding, a claim for indemnification under Sections 7.1 or 7.2 of this Article VII is not paid in full by the Corporation within ninety (90) days after a written claim for indemnification has been received by the Corporation, or (ii) a claim for advancement of expenses under Section 7.5 of this Article VII is not paid in full by the Corporation within thirty (30) days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person may at any time thereafter (but not before) bring suit against the Corporation in the Court of Chancery in the State of Delaware to recover the unpaid amount of the claim, together with interest thereon, or to obtain advancement of expenses, as applicable. It shall be a defense to any such action brought to enforce a right to indemnification (but not in an action brought to enforce a right to an advancement of expenses) that the Covered Person has not met the standards of conduct which
 
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make it permissible under the DGCL (or other applicable law) for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither a contrary determination in the specific case under Section 7.3 nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the claimant has not met any applicable standard of conduct. If successful, in whole or in part, the claimant shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys’ fees incurred in connection therewith, to the fullest extent permitted by applicable law.
7.5     Expenses Payable in Advance . Expenses, including without limitation attorneys’ fees, incurred by a Covered Person in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Corporation as authorized in this Article VII or otherwise.
7.6     Nonexclusivity of Indemnification and Advancement of Expenses . The rights to indemnification and advancement of expenses provided by or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that, subject to Section 7.10, indemnification of Covered Persons shall be made to the fullest extent permitted by law. The provisions of this Article VII shall not be deemed to preclude the indemnification of any person who is not specified in Section 7.1 or 7.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL or otherwise.
7.7     Insurance . The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power or the obligation to indemnify such person against such expense, liability or loss under the provisions of this Article VII.
 
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7.8     Certain Definitions . For purposes of this Article VII, references to “ the Corporation ” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents so that any person who is or was a director or officer of such constituent corporation, or, while a director or officer of such constituent Corporation, is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VII with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VII, references to “ fines ” shall include any excise taxes assessed on a person with respect of any employee benefit plan; and references to “ serving at the request of the Corporation ” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII.
7.9     Survival of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall continue as to a Covered Person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a Covered Person.
7.10     Limitation on Indemnification . Notwithstanding anything contained in this Article VII to the contrary, except for proceedings to enforce rights to indemnification or advancement of expenses (which shall be governed by Section 7.4), the Corporation shall not be obligated to indemnify any Covered Person in connection with an action, suit proceeding (or part thereof) initiated by such person unless such action, suit or proceeding (or part thereof) was authorized by the Board.
7.11     Contract Rights . The obligations of the Corporation under this Article VII to indemnify, and advance expenses to, a Covered Person who is or was a director or officer of the Corporation shall be considered a contract between the Corporation and such Covered Person,
 
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and no modification or repeal of any provision of this Article VII shall affect, to the detriment of such Covered Person, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal.
 
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Exhibit 4.1
Execution Version
STOCKHOLDERS AGREEMENT
STOCKHOLDERS AGREEMENT (this “ Agreement ”), dated as of July 29, 2019, by and among SUNNOVA ENERGY INTERNATIONAL INC., a Delaware corporation (the “ Corporation ”), and each of the stockholders listed on Schedule A hereto. This Agreement shall become effective (the “ Effective Date ”) upon the closing of the IPO (as defined below).
WHEREAS, in order to set forth certain understandings between the Corporation, the ECP Stockholders (as defined below) and the Quantum Stockholders (as defined below), including with respect to certain governance matters, the ECP Stockholders, the Quantum Stockholders and the Corporation wish to enter into this Agreement in accordance with the terms set forth herein.
NOW, THEREFORE, in consideration of the promises and of the mutual consents and obligations hereinafter set forth, the parties hereto hereby agree as follows:
Section 1.     Definitions; Interpretation .
(a) Definitions . As used herein, the following terms shall have the following respective meanings:
“ Affiliate ” means as to any Person, any other Person or entity who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person; provided that the term “Affiliate” shall not include at any time (i) any portfolio companies of the ECP Stockholders or (ii) any portfolio companies of the Quantum Stockholders. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.
“ Agreement ” has the meaning set forth in the Preamble.
“ Annual Budget ” has the meaning set forth in Section 3(a).
“ Beneficially Own ” means that a specified person has or shares the right, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to vote shares of capital stock of the Corporation.
“ Board ” means the board of directors of the Corporation.
“ Business Day ” means a day that is not a Saturday, Sunday or day on which banking institutions in New York City, New York are not required to be open.
“ Change of Control ” means (i) the sale or disposition of all or substantially all of the assets of the Corporation and its Subsidiaries on a consolidated basis to any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), other than to the ECP Stockholders or their respective Affiliates; (ii) any transaction or series of related transactions (including, but not limited to, a merger or consolidation) that results in any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as

amended), other than the ECP Stockholders and their respective Affiliates, acquiring shares of Common Stock or other equity interest of the Corporation that represent more than 50% of the total voting power of the Corporation (or any resulting company after such transaction); or (iii) a “Change of Control” as defined in any of the Corporation’s or its Subsidiaries’ existing credit agreements.
“ Common Stock ” means the common stock, par value $0.0001 per share, of the Corporation and any stock into which such Stock may hereafter be changed or for which such Common Stock may be exchanged, and shall also include any Common Stock of the Corporation of any class hereafter authorized.
“ Corporation Shares ” means the shares of Common Stock or other equity securities of the Corporation and any securities into which such shares of Common Stock or other equity securities shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other equity securities.
“ Corporation ” has the meaning set forth in the Preamble.
“ ECP Stockholder ” means any of Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP, Energy Capital Partners III (Sunnova Co-Invest), LP and each of their respective Affiliates that owns any shares of Stock in the Corporation.
“ IPO ” means an initial public offering of the shares of Common Stock in a firm commitment underwriting effected by the Corporation pursuant to a Registration Statement on Form S-1.
“ Person ” means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental agency or other entity, whether acting in an individual, fiduciary or other capacity.
“ Quantum Stockholders ” means QSIP LP and each of its Affiliates that owns any shares of Stock in the Corporation.
“ SEC ” means the Securities and Exchange Commission or any successor governmental agency.
“ Stock ” means (i) the outstanding shares of Common Stock, (ii) any additional shares of Common Stock that may be issued in the future and (iii) any shares of capital stock of the Corporation into which such shares may be converted or for which such shares may be exchanged.
“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.
 
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Any capitalized term used in any Section of this Agreement that is not defined in this Section 1 shall have the meaning ascribed to it in such other Section.
(b) Rules of Construction . For all purposes of this Agreement, unless otherwise expressly provided:
(1) the headings and captions of this Agreement are for convenience of reference only and shall not define, limit or otherwise affect any of the terms hereof;
(2) the term “including” is not limiting and means “including without limitation”; and
(3) whenever the context requires, the gender of all words used herein shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural.
Section 2.     Board of Directors .
(a) Initial Composition of the Board . The Board is initially comprised of 9 directors, (A) four of which were designated by the ECP Stockholders: Rahman D’Argenio, Matthew DeNichilo, Doug Kimmelman, and Scott D. Steimer; (B) one of which is the Chief Executive Officer of the Corporation, William J. Berger; (C) one of which was designated by the Quantum Stockholders: Mark Longstreth; and (D) the remainder of which are Michael C. Morgan, C. Park Shaper and one vacancy to be filled by the Board.
(b) Nomination of Directors .
(1) From and after the Effective Date, for as long as the ECP Stockholders collectively Beneficially Own the percentages of Common Stock set forth below, the ECP Stockholders shall have the right to nominate for election to the Board such number of directors that is equal to:
(i) such number of directors that would constitute a majority of the number of directors that the Corporation would have if there were no vacancies on the Board, so long as the ECP Stockholders collectively beneficially own at least 50% of the outstanding Common Stock;
(ii) such number of directors equal to one director fewer than that number that would constitute a majority of the number of directors that the Corporation would have if there were no vacancies on the Board, so long as the ECP Stockholders collectively Beneficially Own at least 30% of the outstanding Common Stock but less than 50% of the outstanding Common Stock;
(iii) the greater of (A) three directors and (B) 25% of the total number of directors that constitute the Board (rounded up to the next
 
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whole number), so long as the ECP Stockholders collectively beneficially own at least 20% of the outstanding Common Stock but less than 30% of the outstanding Common Stock;
(iv) the greater of (A) two directors and (B) 15% of the total number of directors that constitute the Board (rounded up to the next whole number), so long as the ECP Stockholders collectively beneficially own at least 10% of the outstanding Common Stock but less than 20% of the outstanding Common Stock; and
(v) one director, so long as the ECP Stockholders collectively beneficially own at least 5% of the outstanding Common Stock but less than 10% of the outstanding Common Stock.
(2) From and after the Effective Date, for as long as the Quantum Stockholders collectively Beneficially Own at least 5% of the outstanding Common Stock, the Quantum Stockholders shall have the right to nominate one director for election to the Board.
(c) Election of Directors . The Corporation shall take all action within its power to cause all nominees nominated pursuant to Section 2(b) to be included in the slate of nominees recommended by the Board to the Corporation’s stockholders for election as directors at each annual meeting of the stockholders of the Corporation (and/or in connection with any election by written consent) and the Corporation shall use all reasonable best efforts to cause the election of each such nominee, including (i) voting or providing a written consent or proxy with respect to Corporation Shares (if practicable), and soliciting proxies in favor of the election of such nominees, (ii) reasonable best efforts to cause the adoption of stockholders’ resolutions and amendments to the organizational documents of the Corporation, (iii) executing agreements and instruments, and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.
(d) Replacement of Directors . In the event that a vacancy is created at any time by the death, disability, retirement, resignation or removal (with or without cause) of a director nominated by the ECP Stockholders or the Quantum Stockholders, as applicable, pursuant to Section 2(b) or designated by the ECP Stockholders or the Quantum Stockholders, pursuant to this Section 2(d), or in the event of the failure of any such nominee to be elected, the ECP Stockholders or the Quantum Stockholders, as applicable, shall have the right to designate a replacement to fill such vacancy. The Corporation shall take all action within its power to cause such vacancy to be filled by the replacement so designated by the ECP Stockholders or the Quantum Stockholders, as applicable, and the Board shall promptly elect such designee to the Board. Upon the written request of the ECP Stockholders or the Quantum Stockholders, as applicable, the Corporation shall take all actions necessary to remove, with or without cause, any director previously nominated by the ECP Stockholders or the Quantum Stockholders, as applicable, pursuant to Section 2(b) or designated by the ECP Stockholders or the
 
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Quantum Stockholders, as applicable pursuant to this Section 2(d), and to elect any replacement director designated by the ECP Stockholders or the Quantum Stockholders, as applicable, as provided in the first sentence of this Section 2(d).
(e) Committees . So long as the ECP Stockholders have the right to nominate at least one director for election to the Board pursuant to Section 2(b) above, the Corporation shall take all action within its power to cause each committee of the Board to include in its membership at least one of the ECP Stockholders’ nominees, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules.
(f) No Limitation . The provisions of this Section 2 are intended to provide the ECP Stockholders and the Quantum Stockholders with the minimum Board representation rights set forth herein. Nothing in this Agreement shall prevent the Corporation from having a greater number of nominees or designees of the ECP Stockholders or the Quantum Stockholders on the Board than otherwise provided herein. In addition, nothing in this Section 2 shall be construed to prevent the ECP Stockholders or the Quantum Stockholders from having a lesser number of nominees or designees than otherwise provided herein or pursuant to applicable law and the Corporation’s certificate of incorporation and bylaws.
(g) Laws and Regulations . Nothing in this Section 2 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule.
Section 3.     Information and Access Rights .
(a) Available Financial Information . Upon the written request of any director nominated by the ECP Stockholders or the Quantum Stockholders, respectively, pursuant to Section 2(b) or designated by the ECP Stockholders or the Quantum Stockholders, respectively, pursuant to Section 2(d), the Corporation will deliver, or will cause to be delivered, to such director an annual budget, a business plan and financial forecasts for the Corporation for the fiscal year of the Corporation (collectively, the “ Annual Budget ”), as soon as reasonably practicable after the approval thereof by the Board, in such manner and form as approved by the Board, which shall include at least a projection of income and a projected cash flow statement for each fiscal quarter in such fiscal year and a projected balance sheet as of the end of each fiscal quarter in such fiscal year, in each case prepared in reasonable detail, with appropriate presentation and discussion of the principal assumptions upon which such budgets and projections are based, and which shall be accompanied by the statement of the Chief Executive Officer or Chief Financial Officer or equivalent officer of the Corporation to the effect that such budget and projections are based on reasonable and good faith estimates and assumptions made by the management of the Corporation for the respective periods covered thereby. To the extent that there has been any material changes to the Annual Budget provided to any director pursuant to this Section 3(a), the Corporation will deliver, or will cause to be delivered, to such director a revised Annual Budget taking into account such material changes as soon as practicable after such changes have been approved by the Board.
 
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(b) Other Information . Upon the written request of any director nominated by the ECP Stockholders or the Quantum Stockholders pursuant to Section 2(b) or designated by the ECP Stockholders or the Quantum Stockholders pursuant to Section 2(d), the Corporation will deliver, or will cause to be delivered, to such director such other information and data (including such information and reports made available to any lender of the Corporation or any of its Subsidiaries under any credit agreement or otherwise) with respect to the Corporation and each of its Subsidiaries and any such other information concerning the Corporation’s business or financial condition and the Corporation’s management as may be reasonably requested by such director, including such information as may be necessary to comply with regulatory, tax or other governmental filings.
(c) Access . The Corporation shall, and shall cause its Subsidiaries, officers, directors, employees, auditors, legal counsel and other agents to (a) afford each of the directors nominated by the ECP Stockholders and the Quantum Stockholders pursuant to Section 2(b) or designated by the ECP Stockholders and the Quantum Stockholders pursuant to Section 2(d), during normal business hours and upon reasonable notice, access to the Corporation’s and its Subsidiaries’ officers, employees, auditors, legal counsel, properties, offices and other facilities and books and records, and (b) afford each of the directors nominated by the ECP Stockholders and the Quantum Stockholders pursuant to Section 2(b) or designated by the ECP Stockholders and the Quantum Stockholders pursuant to Section 2(d) the opportunity to discuss the affairs, finances and accounts of the Corporation and its Subsidiaries with their respective officers from time to time as any such director may reasonably request.
(d) The rights to information and access set forth in Sections 3(a) through (c) above shall terminate with respect to directors nominated by the ECP Stockholders or the Quantum Stockholders at such time as the ECP Stockholders or Quantum Stockholders, respectively, shall cease to collectively Beneficially Own at least 10% of the outstanding Common Stock.
Section 4.     Certain Actions .
(a) Subject to the provisions of Section 4(b), without the approval of the ECP Stockholders, the Corporation shall not, and (to the extent applicable) shall not permit any Subsidiary of the Corporation to:
(1) enter into or agree to undertake any transaction that would constitute a Change of Control;
(2) issue additional Stock of the Corporation, other than any award under any stockholder approved equity compensation plan; or
(3) change the size of the Board.
 
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(b) The approval rights set forth in Section 4(a) above shall terminate at such time as the ECP Stockholders no longer collectively Beneficially Own at least 30% of the outstanding Common Stock.
Section 5.     Duration of Agreement .
(a) This Agreement shall terminate automatically upon the first to occur of the following: (1) the dissolution of the Corporation (unless the Corporation continues to exist after such dissolution as a limited liability company or in another form, whether incorporated in Delaware or another jurisdiction) and (2) upon written agreement by the Corporation, the ECP Stockholders and the Quantum Stockholders.
(b) At such time as the ECP Stockholders no longer collectively Beneficially Own at least 5% of the outstanding Common Stock, the ECP Stockholders shall have no further rights or privileges under this Agreement or otherwise be entitled to the benefits hereof.
(c) At such time as the Quantum Stockholders no longer collectively Beneficially Own at least 5% of the outstanding Common Stock, the Quantum Stockholders shall have no further rights or privileges under this Agreement or otherwise be entitled to the benefits hereof.
Section 6.     Severability .
(a) If any provision of this Agreement shall be determined to be illegal and unenforceable by any court of law, the remaining provisions shall be severable and enforceable in accordance with their terms.
Section 7.     Governing Law; Jurisdiction .
(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to its choice or conflict of law provisions or rules.
(b) Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement may be brought against any of the parties in any federal court located in the State of Delaware or any Delaware state court, including the Delaware Chancery Courts located in Wilmington, Delaware, and each of the parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such suit, action or proceeding and waives any objection to venue laid therein. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each of the parties agrees that service of process upon such party at the address referred to in Section 13, together with written notice of such service to such party, shall be deemed effective service of process upon such party.
 
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Section 8.     Jury Trial .
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND/OR ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTO AMONG THE PARTIES HERETO IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.
Section 9.     Stock Dividends, Etc .
The provisions of this Agreement shall apply to any and all shares of capital stock of the Corporation or any successor or assignee of the Corporation (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for or in substitution for the shares of Stock, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation or otherwise in such a manner and with such appropriate adjustments as to reflect the intent and meaning of the provisions hereof and so that the rights, privileges, duties and obligations hereunder shall continue with respect to the capital stock of the Corporation as so changed.
Section 10.     Benefits of Agreement .
This Agreement shall be binding upon and inure to the benefit of the parties hereto, and each of their respective successors and assigns. Except as otherwise expressly provided herein, no Person not a party to this Agreement, as a third-party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement.
Section 11.     Notices .
All notices or other communications which are required or permitted hereunder shall be in writing and shall be deemed to have been given if (a) personally delivered or sent by facsimile or electronic mail transmission, (b) sent by nationally recognized overnight courier or (c) sent by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:
(i) If to the Corporation, to:
Sunnova Energy International Inc.
20 East Greenway Plaza, Suite 475
Houston, Texas 77046
Attention: General Counsel
Facsimile: (713) 229-2715
Email: notices@sunnova.com ; treasury@sunnova.com
 
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with copies (which shall not constitute notice) to:
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
Attention: Travis Wofford
Facsimile: (713) 229-2715
Email: travis.wofford@bakerbotts.com
(ii) If to any of the ECP Stockholders, to:
Energy Capital Partners, LLC
11943 El Camino Real, Suite 220
San Diego, California 92130
Facsimile: (858) 703-4401
Attention: Christopher Leininger
with copies (which shall not constitute notice) to:
David A. Kurzweil
Latham & Watkins LLP
885 Third Avenue
New York, NY 10022
Facsimile: (212) 751-4864
Email: david.kurzweil@lw.com
(iii) If to the Quantum Stockholders, to:
QSIP LP
c/o Strategic Capital Investment Partners, LP
390 Park Avenue, 10th Floor
New York, NY 10022
Attention: David Taylor
with copies (which shall not constitute notice) to:
Soros Fund Management LLC
250 West 55th Street
New York, NY 10019
Attention: Thomas O’Grady
(iv) Any such communication shall be deemed to have been received (a) when delivered, if personally delivered or sent by facsimile or electronic mail transmission, (b) the next Business Day after delivery, if sent by nationally recognized, overnight courier and (c) on the third Business Day following the date on which the piece of mail containing such communication is posted, if sent by first-class mail.
 
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Section 12. Modification; Waiver .
This Agreement may be amended, modified or supplemented only by a written instrument duly executed by the Corporation, the ECP Stockholders and the Quantum Stockholders; provided that any such amendment, modification or supplement that only affects the rights of a party shall only require the consent of such affected party and the Corporation. No course of dealing between the Corporation or its Subsidiaries, the ECP Stockholders (or any of them) or the Quantum Stockholders (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
Section 13. Entire Agreement .
Except as otherwise expressly provided herein, this Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith, from and after the completion of the IPO.
Section 14. Specific Performance .
Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive (to the extent legally permissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief).
Section 15. Counterparts .
This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts taken together shall constitute but one agreement.
Section 16. Further Assurances .
Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments and other documents as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.
Section 17. Director and Officer Actions .
No director or officer of the Corporation shall be personally liable to the Corporation, any ECP Stockholder or any Quantum Stockholder as a result of any acts or omissions taken under this Agreement in good faith.
[ Signature Page to Follow ]
 
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Execution Version
The parties have signed this agreement as of the date first written above.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
Name:	 	William J. Berger	
Title:	 	Chairman of the Board, President and Chief Executive Officer	
 
[ Signature Page to Stockholders Agreement ]

					
STOCKHOLDERS:	
	
ENERGY CAPITAL PARTNERS III, LP	
		
By:	 	Energy Capital Partners GP III, LP	
Its:	 	General Partner	
			
	 	By:	 	Energy Capital Partners III, LLC	
	 	Its:	 	General Partner	
			
	 	By:	 	ECP ControlCo, LLC	
	 	Its:	 	Managing Member	
		
By:	 	/s/ Rahman D’Argenio	
	 	Name:	 	Rahman D’Argenio	
	 	Title:	 	Partner	
	
ENERGY CAPITAL PARTNERS III-A, LP	
		
By:	 	Energy Capital Partners GP III, LP	
Its:	 	General Partner	
			
	 	By:	 	Energy Capital Partners III, LLC	
	 	Its:	 	General Partner	
			
	 	By:	 	ECP ControlCo, LLC	
	 	Its:	 	Managing Member	
		
By:	 	/s/ Rahman D’Argenio	
	 	Name:	 	Rahman D’Argenio	
	 	Title:	 	Partner	
 
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ENERGY CAPITAL PARTNERS III-B, LP	
		
By:	 	Energy Capital Partners GP III, LP	
Its:	 	General Partner	
			
	 	By:	 	Energy Capital Partners III, LLC	
	 	Its:	 	General Partner	
			
	 	By:	 	ECP ControlCo, LLC	
	 	Its:	 	Managing Member	
		
By:	 	/s/ Rahman D’Argenio	
	 	Name:	 	Rahman D’Argenio	
	 	Title:	 	Partner	
	
ENERGY CAPITAL PARTNERS III-C, LP	
		
By:	 	Energy Capital Partners GP III, LP	
Its:	 	General Partner	
			
	 	By:	 	Energy Capital Partners III, LLC	
	 	Its:	 	General Partner	
			
	 	By:	 	ECP ControlCo, LLC	
	 	Its:	 	Managing Member	
		
By:	 	/s/ Rahman D’Argenio	
	 	Name:	 	Rahman D’Argenio	
	 	Title:	 	Partner	
 
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ENERGY CAPITAL PARTNERS III-D, LP	
		
By:	 	Energy Capital Partners GP III, LP	
Its:	 	General Partner	
			
	 	By:	 	Energy Capital Partners III, LLC	
	 	Its:	 	General Partner	
			
	 	By:	 	ECP ControlCo, LLC	
	 	Its:	 	Managing Member	
		
By:	 	/s/ Rahman D’Argenio	
	 	Name:	 	Rahman D’Argenio	
	 	Title:	 	Partner	
	
ENERGY CAPITAL PARTNERS III (SUNNOVA CO-INVEST), LP	
		
By:	 	Energy Capital Partners GP III Co-Investment (Sunnova), LLC	
Its:	 	General Partner	
			
	 	By:	 	Energy Capital Partners III, LLC	
	 	Its:	 	Managing Member	
			
	 	By:	 	ECP ControlCo, LLC	
	 	Its:	 	Sole Member	
		
By:	 	/s/ Rahman D’Argenio	
	 	Name:	 	Rahman D’Argenio	
	 	Title:	 	Partner	
 
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QSIP LP	
		
By:	 	Newlight Partners LP	
Its:	 	Investment Manager	
		
By:	 	/s/ David Taylor	
	 	Name:	 	David Taylor	
	 	Title:	 	Attorney-in-Fact	
 
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Schedule A
Stockholders
ENERGY CAPITAL PARTNERS III, LP
ENERGY CAPITAL PARTNERS III-A, LP
ENERGY CAPITAL PARTNERS III-B, LP
ENERGY CAPITAL PARTNERS III-C, LP
ENERGY CAPITAL PARTNERS III-D, LP
ENERGY CAPITAL PARTNERS III (SUNNOVA CO-INVEST), LP
QSIP LP
 
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Exhibit 4.2
Execution Version
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), is made as of July 29, 2019, by and among Sunnova Energy International Inc., a Delaware corporation (the “ Company ”), and each of the shareholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “ Holder .”
RECITALS
WHEREAS , Sunnova Energy Corporation, a Delaware corporation (the “ Predecessor Company ”), and the Holders are party to that certain Amended and Restated Registration Rights Agreement, dated as of March 29, 2018 (the “ Original Registration Rights Agreement ”);
WHEREAS , pursuant to the Original Registration Rights Agreement, if the Predecessor Company elects to effect an underwritten registered offering of equity securities of a subsidiary or parent of the Predecessor Company (“ Alternative IPO Entity ”), rather than the equity securities of the Predecessor Company, including as a result of a reorganization, the parties to the Original Registration Rights Agreement will enter into an agreement providing registration rights with respect to the equity securities of the Alternative IPO Entity;
WHEREAS , on July 29, 2019, the Predecessor Company effected a reorganization pursuant to which Sunnova Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ MergerSub ”), merged with and into the Predecessor Company, with the Predecessor Company surviving as a wholly-owned subsidiary of the Company (the “ Reorganization ”); and
WHEREAS , as a result of the Reorganization, the Holders and the Company hereby agree that this Agreement shall govern the rights of the Holders to cause the Company to register Common Stock (as defined below) held or issuable to the Holders as set forth in this Agreement and all rights of the Holders under the Original Registration Rights Agreement shall be extinguished;
NOW, THEREFORE , the parties hereby agree as follows:
 
 	1.	Definitions . For purposes of this Agreement:	
1.1    “ Adverse Disclosure ” means public disclosure of material non-public information that, in the Board of Directors’ good faith judgment, after consultation with independent outside counsel to the Company, (a) would be required to be made in any Registration Statement or report filed with the SEC by the Company so that such Registration Statement from and after its effective date, does not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement or report; and (c) would have a material adverse effect on the Company or its business or on the Company’s ability to effect a material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction.
1.2    “ Affiliate ” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital or private equity fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. For purposes of this Agreement, (a) “Affiliates” of the EIG Funds shall (i) include any funds managed, advised or sub-advised by FS/EIG Advisor, LLC, FS/KKR Advisor, LLC or any of their Affiliates and (ii) exclude any portfolio companies in

which any funds managed, advised or sub-advised by FS/EIG Advisor, LLC, FS/KKR Advisor, LLC or any of their Affiliates have invested; (b) “Affiliates” of the ECP Funds shall (i) include any funds managed, advised or sub-advised by Energy Capital Partners III, LLC or any of its Affiliates and (ii) exclude any portfolio companies in which any funds managed, advised or sub-advised by Energy Capital Partners III, LLC or any of its Affiliates have invested; and (c) “Affiliates” of the Quantum Investor shall (i) include any funds managed, advised or sub-advised by Soros Fund Management LLC or any of its Affiliates and (ii) exclude any portfolio companies in which any funds managed, advised or sub-advised by George Soros, Soros Fund Management LLC, SFM Participation II LP or any of their respective Affiliates have invested.
1.3    “ Board of Directors ” means the board of directors of the Company.
1.4    “ Business Day ” means any day of the year on which national banking institutions in Houston, Texas are open to the public for conducting business and are not required or authorized to close.
1.5    “ Common Stock ” means the common stock, par value $0.01 per share, of the Company.
1.6    “ Damages ” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement of the Company, including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.
1.7    “ Demand Notice ” has the meaning given to such term in Section  2.1(a) .
1.8    “ Demand Period ” has the meaning given to such term in Section  2.1(d) .
1.9    “ Demand Suspension ” has the meaning given to such term in Section  2.1(c) .
1.10    “ ECP Funds ” means Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP and any Affiliated funds thereof
1.11    “ ECP Holders ” means the ECP Funds and any of their Affiliates.
1.12    “ ECP Representative ” means Energy Capital Partners GP III, LP or, upon written notice to the Company from any of the ECP Holders, any other Person appointed in lieu of Energy Capital Partners GP III, LP (or any subsequent ECP Representative) to be the “ECP Representative” by the ECP Holders.
1.13    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
1.14    “ Excluded Registration ” means (a) a registration relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; (c) a registration on any form that does not include
 
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substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or (d) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.
1.15    “ FINRA ” means the Financial Industry Regulatory Authority, Inc.
1.16    “ Free Writing Prospectus ” shall mean any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.
1.17    “ Form S-1 ” means such form under the Securities Act as in effect on the date hereof, Form F-1 or any successor registration form thereto under the Securities Act subsequently adopted by the SEC.
1.18    “ Form S-3 ” means such form under the Securities Act as in effect on the date hereof, Form F-3 or any registration form thereto under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.
1.19    “ EIG Funds ” means FS KKR Capital Corp., FS Investment Corporation II, FS Investment Corporation III and FS Energy and Power Fund and each of their respective Subsidiaries.
1.20    “ EIG Holders ” means the EIG Funds and any of their Affiliates.
1.21    “ Holder ” has the meaning given to such term in the preamble.
1.22    “ Immediate Family Member ” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.
1.23    “ Initiating Holders ” means, collectively, Holders who properly initiate a registration request under this Agreement.
1.24    “ IPO ” means the Company’s first underwritten public offering of its Common Stock under the Securities Act, which closed on July 29, 2019.
1.25    “ Notice ” has the meaning given to such term in Section  3.15 .
1.26    “ Other Registrable Securities ” shall mean all Registrable Securities other than the Registrable Securities held by the ECP Holders, the EIG Holders or the Quantum Holders.
1.27    “ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.28    “ Prospectus ” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all other material incorporated by reference in such prospectus.
1.29    “ Quantum ” means Quantum Strategic Partners Ltd.
1.30    “ Quantum Affiliate ” means (a) any Affiliate of Quantum, Soros Fund Management LLC, SFM Participation II LP or George Soros, (b) any Person that is managed by Soros Fund Management LLC or its Affiliates and (c) any Person that is a charitable organization or trust established
 
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by or on behalf of and controlled by any of the members of George Soros’ family, in each case excluding any portfolio company which is, has been or will be (during any time in which it owns Registrable Securities) engaged in any business that is competitive with the business of the Company and its Subsidiaries.
1.31    “ Quantum Holders ” means Quantum and any Quantum Affiliate.
1.32    “ Registrable Securities ” means (a) any Common Stock owned by the Holders, (b) any Common Stock held by any Holder that may be issued or distributed or be issuable in respect of any such shares by way of conversion, dividend, stock split or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction, (c) any Common Stock issued as a distribution with respect to, or in exchange for or in replacement of any of such shares, and (d) any Common Stock issued or transferred in exchange for or upon conversion of any of such shares as a result of a merger, consolidation, reorganization or otherwise (including, without limitation, any securities issued upon the conversion of the Company to a successor corporation) and any other securities issued to any of the Holder in connection with any such transaction; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 3.1 , and excluding for purposes of Section  2 any Common Stock for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.
1.33    “ Registrable Securities then outstanding ” means the number of shares determined by adding the number of shares or units (as applicable) of outstanding Common Stock that are Registrable Securities and the number of shares or units (as applicable) of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.
1.34    “ Registration Statement ” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.
1.35    “ Restricted Securities ” means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(a) hereof.
1.36    “ SEC ” means the Securities and Exchange Commission.
1.37    “ SEC Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.
1.38    “ SEC Rule 145 ” means Rule 145 promulgated by the SEC under the Securities Act.
1.39    “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
1.40    “ Selling Expenses ” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6 .
 
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1.41    “ Underwritten Offering ” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.
1.42    “ WKSI ” means a “well known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act.
2.      Registration Rights . The Company covenants and agrees as follows:
2.1     Demand Registration .
(a)     Form S-1 Demand . If at any time after one hundred eighty (180) days after the effective date of the Registration Statement for the IPO, the Company receives a request from either (i) the ECP Holders, (ii) the EIG Holders, (iii) the Quantum Holders or (iv) other Holders of at least forty percent (40%) of the Other Registrable Securities then outstanding, in each case that the Company file a Registration Statement on Form S-1 with respect to Registrable Securities having an anticipated aggregate offering price, net of Selling Expenses, in excess of $20 million, then the Company shall (1) within ten (10) days after the date such request is given, give notice thereof (the “ Demand Notice ”) to all Holders other than the Initiating Holders; and (2) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Registration Statement on Form S-1 under the Securities Act covering all Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3 .
(b)     Form S-3 Demand . If at any time when it is eligible to use Form S-3, the Company receives a request from either (i) the ECP Holders, (ii) the EIG Holders, (iii) the Quantum Holders or (iv) other Holders of at least thirty percent (30%) of the Other Registrable Securities then outstanding that the Company file a Registration Statement, including a shelf registration statement, and if the Company is a WKSI, an automatic shelf registration statement, on Form S-3 with respect to outstanding Registrable Securities of such Holders, then the Company shall (1) within ten (10) days after the date such request is given, give a Demand Notice to all Holders other than the Initiating Holders; and (2) as soon as practicable, and in any event within thirty (30) days after the date such request is given by the Initiating Holders, file a Registration Statement on Form S-3 under the Securities Act covering all Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within ten (10) days of the date the Demand Notice is given, and in each case, subject to the limitations of Subsections 2.1(c) and 2.3 .
(c)    At any time, and from time-to-time, during the period during which a shelf registration statement is effective (the “ Shelf Registration Effectiveness Period ”) (except during a Demand Suspension, as defined below), any of (i) the ECP Holders, (ii) the EIG Holders, (iii) the Quantum Holders or (iv) other Holders of at least thirty percent (30%) of the Other Registrable Securities then outstanding may notify the Company in writing (the “ Takedown Request ”) of their intent to sell Registrable Securities covered by the Registration Statement (in whole or in part) in an offering (a “ Shelf Offering ”). Such Takedown Request shall specify the aggregate number of Registrable Securities requested to be registered in such Shelf Offering. Within ten (10) days after receipt by the Company of such Takedown Request, the Company shall deliver a written notice (a “ Takedown Notice ”) to each other Holder informing each such other Holder of its right to include Registrable Securities in such Shelf Offering. As soon as reasonably practicable and in any event no later than five (5) Business Days after receipt of a Takedown Notice (and no later than two (2) Business Days after the receipt of such Demand Notice in the case of a “bought deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus is used), each such other Holder shall have the right to request in writing that the Company include all or a specific portion of the Registrable Securities held by such other Holder in such Shelf Offering and the Company shall include such Registrable Securities in such Shelf Offering.
 
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(d)    Notwithstanding the foregoing obligations, if the Company furnishes to Holders requesting a Registration Statement or Takedown Request pursuant to this Subsection 2.1 a certificate signed by the Company’s chief executive officer stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its shareholders for such Registration Statement, including any shelf registration statement, to either become effective or remain effective for as long as such Registration Statement otherwise would be required to remain effective, or for the prospectus supplement, related the Registration Statement to be filed pursuant to the Takedown Request, to be filed because such action would: (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require the Company to make an Adverse Disclosure; (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act; or (iv) in the good faith judgment of the underwriters of such registration, otherwise be materially detrimental to the Company and its shareholders for such Registration Statement or prospectus supplement to be filed (a “ Demand Suspension ”), then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days (or thirty (30) days in the case of clause (iv) after the request of the Initiating Holders is given; provided , however , that the Company may not invoke this right more than twice in any twelve (12) month period, and at least thirty (30) days must elapse between each Demand Suspension. If a Demand Suspension is made because the Registration Statement or Takedown Request would require the Company to make an Adverse Disclosure, such Demand Suspension shall terminate at such time as the public disclosure of such information is made. The Company shall immediately notify the Holders upon the termination of any Demand Suspension, without any further request from a Holder.
(e)    The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Subsection 2.1(a) : (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such Registration Statement to become effective and may only exercise this right once in any twelve (12) month period; (ii) (A) in the case of the ECP Holders, after the Company has effected three (3) registrations requested by the ECP Holders pursuant to Subsection 2.1(a) (excluding the IPO), (B) in the case of the EIG Holders, after the Company has effected two (2) registrations requested by the EIG Holders pursuant to Subsection 2.1(a) (excluding the IPO), (C) in the case of the Quantum Holders, after the Company has effected two (2) registrations requested by the Quantum Holders pursuant to Subsection 2.1(a) (excluding the IPO) and (D) in the case of the other Holders, after the Company has effected two (2) registrations effected by such other Holders pursuant to Subsection 2.1(a) (excluding the IPO) or (iii) if the Initiating Holders propose to dispose of shares or units (as applicable) of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Subsection 2.1(b) . The Company shall not be obligated to effect, or to take any action to effect, any registration or offering pursuant to Subsection 2.1(b) or Subsection 2.1(c) , respectively, during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration or Company Offering, provided that, in the case of Section  2.1(b) , the Company is actively employing in good faith commercially reasonable efforts to cause such Registration Statement to become effective, or, in the case of Section  2.1(c) , the Company is actively employing in good faith commercially reasonable efforts to cause such Company Offering to take place, and, in any case, the Company may only exercise this right once in any twelve (12) month period. A registration shall not be counted as “effected” for purposes of this Subsection 2.1( e ) until such time as the applicable Registration Statement has been declared effective by the SEC and, in the case of a registration pursuant to Subsection 2.1(a) , remains effective for not less than
 
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(180) days (or such shorter period as shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter or underwriters, a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer (the “ Demand Period ”). No registration pursuant to Subsection 2.1(a) shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by the Initiating Holders.
(f)    Any Holders that have requested its Registrable Securities be included in any registration pursuant to Subsection 2.1(a) may withdraw all or any portion of its Registrable Securities from such registration at any time prior to the effectiveness of the applicable Registration Statement or in the case of an underwritten public offering, prior to the Registration Statement’s latest effective date with regard to the registration (as determined for purposes of Rule 430B(f)(2) under the Securities Act). The Company shall continue all efforts to secure effectiveness of the applicable Registration Statement in respect of the Registrable Securities of any other Holder that has requested inclusion in the Demand Registration pursuant to Subsection 2.1(a) so long as Initiating Holders have requested and not withdrawn all of their Registrable Securities to be included in such registration; provided , however , if the Initiating Holders have requested for all of their Registrable Securities to be withdrawn from such registration, the Company shall immediately cease all efforts to secure effectiveness of the applicable Registration Statement, even if one or more other Holders have requested for Registrable Securities to be included in such applicable Registration Statement pursuant to Subsection 2.1(a) and such withdrawn registration shall not count towards the limitation on registrations set forth in Subsection 2.1( e ) so long as the applicable Registration Statement has not been filed or submitted to the SEC.
(g)    In the event any Holder requests to participate in a registration pursuant to this Subsection 2.1 in connection with a distribution of Registrable Securities to its partners or members, the registration shall provide for resale by such partners or members, if requested by the Holder.
(h)    For purposes of this Section  2.1 , the Company shall use its commercially reasonable efforts to qualify for registration on Form S-3 for secondary sales and, during such time as the Company is so qualified, shall effect any registration of secondary sales on Form S-3 after such qualification.
2.2     Company Offering .
(a)    If the Company proposes to offer (including, for this purpose, a registration effected by the Company for its shareholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities (including an “at-the market offering,” a “bought deal” or a “registered direct offering”) solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such offering (a “ Company Offering ”). Such notice shall specify, as applicable, the amount of Common Stock to be registered, the proposed filing date of the registration statement or applicable prospectus supplement and the proposed minimum offering price of the Common Stock, in each case to the extent then known. In the case of an offering under a shelf registration statement previously filed or to be filed by the Company pursuant to Rule 415 under the Securities Act, including where the Company qualifies as a WKSI, such notice shall be sent as promptly as reasonably practicable and in any event no later than ten (10) days prior to the expected date of filing of such registration statement or commencement of marketing efforts for such offering (and no later than five (5) days prior in the case of a “bought deal,” a “registered direct offering”
 
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or an “overnight transaction” where no preliminary prospectus is used). In the case of a Company Offering under a registration statement to be filed that is not a shelf registration statement, such notice shall be given sent as promptly as reasonably practicable and in any event no later than ten (10) days prior to the expected date of filing of such registration statement. Upon the written request of each Holder given within five (5) Business Days after such notice is given by the Company (except that each Holder shall have two (2) Business Days after the Company gives such notice to request inclusion of Registrable Securities in the Company Offering in the case of a “bought deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus is used), the Company shall, subject to the provisions of Subsection 2.3 , as promptly as reasonably practicable cause to be registered or include in the prospectus supplement, as applicable, all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any offering initiated by it under this Subsection 2.2 before the effective date of such offering, whether or not any Holder has elected to include Registrable Securities in such offering. The expenses (other than Selling Expenses) of such withdrawn offering shall be borne by the Company in accordance with Subsection 2.6 .
(b)    No offering of Registrable Securities effected pursuant to a request under this Subsection 2.2 shall be deemed to have been effected pursuant to Subsection 2.1 or shall relieve the Company of its obligations under Subsection 2.1 .
(c)    Each Holder shall be permitted to withdraw all or part of its Registrable Securities in an offering under this Subsection 2.2 by giving written notice to the Company of its request to withdraw; provided , that (i) such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a public offering, at least five (5) Business Days prior to the earlier of the anticipated filing of the “red herring” Prospectus, if applicable, and the anticipated pricing or trade date and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include Registrable Securities in such offering as to which such withdrawal was made.
2.3     Underwriting Requirements .
(a)    If, pursuant to Subsection 2.1 , the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1 , and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e) ) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3 , if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares or units (as applicable) to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided , however , that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.
(b)    In connection with any offering involving an underwriting of shares or units (as applicable) of the Company’s capital stock pursuant to Subsection 2.2 , the Company shall not be required
 
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to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Securities included in the offering be reduced unless all other securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the number of Registrable Securities included in the offering be reduced below thirty percent (30%) of the total number of securities included in such offering. For purposes of the provision in this Subsection 2.3(b) concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.
(c)    For purposes of Subsection 2.1 , a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Subsection 2.3(a) , fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such Registration Statement are actually included.
(d)    In the case of an underwritten offering under Subsection 2.1 , the price, underwriting discount and other financial terms for the Registrable Securities shall be determined by the Initiating Holders and shall be reasonably acceptable to the Company. In addition, in the case of any underwritten offering under Subsection 2.2 , each of the Holders may, subject to any limitations on withdrawal contained herein, withdraw all or part of their request to participate in the registration pursuant Subsection 2.2 after being advised of such price, discount and other terms and shall not be required to enter into any agreements or documentation that would require otherwise.
2.4     Obligations of the Company . Whenever required under this Section  2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:
(a)    prepare and file a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective, and, to keep such Registration Statement effective for a period of up to one hundred eighty (180) days or, if earlier, until the distribution contemplated in the Registration Statement has been completed, provided , however , that (i) such one hundred eighty (180) day period shall be extended for a period of time equal to the period the Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of an automatic Registration Statement on Form S-3, where the Company shall use its commercially reasonable efforts to keep such Registration Statement effective for three years from the date of effectiveness, which period may be extended, at the request of the Holders of a majority of the Registrable
 
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Securities registered thereunder, until the earlier of (i) the effective date of the new Registration Statement or (ii) 180 days after the third anniversary of the initial effective date of the prior automatic Registration Statement on Form S-3; in each case, subject to compliance with applicable SEC rules.
(b)    (i) prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement, and the Prospectus used in connection with such Registration Statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such Registration Statement through the applicable periods during which the Company is obligated to maintain the effectiveness of such Registration Statement, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 promulgated by the SEC under the Securities Act; and (iii) respond to any comments received from the SEC with respect to each Registration Statement or any amendment thereto;
(c)    that, to the extent practicable, at least five (5) Business Days prior to filing any registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the holders of the Registrable Securities covered by such registration statement and their counsel, copies of all such documents proposed to be filed;
(d)    furnish to the selling Holders such numbers of copies of the signed Registration Statement, any post-effective amendment thereto, a Prospectus, including a preliminary Prospectus, as required by the Securities Act, any amendments or supplements thereto, any Free Writing Prospectus, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;
(e)    use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(f)    in the event of any underwritten public offering, (i) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering and (ii) cooperate with the holders of Registrable Securities to be included in such registration and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends other than as may be required by applicable law, by the stock transfer agent, depositary or their nominee, if applicable) representing securities to be sold under such registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(g)    cooperate with each Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;
(h)    to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any shelf Registration Statement, include in such shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;
 
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(i)    use its commercially reasonable efforts to cause all such Registrable Securities covered by such Registration Statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;
(j)    (i) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration, and (ii) cooperate with any selling Holders to facilitate the timely preparation and delivery of book-entry interests representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which book-entry interests shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing.
(k)    (i) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, (ii) cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith (as shall be necessary, in the opinion of such seller or underwriter’s legal counsel, to conduct a reasonable investigation with the meaning of Section 11(b)(3) of the Securities Act), and (iii) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows.
(l)    notify each selling Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
(m)    after such Registration Statement becomes effective, promptly notify each selling Holder of any (i) request by the SEC that the Company amend or supplement such Registration Statement or Prospectus or (ii) stop order or other order suspending the effectiveness of any registration statement, issued or threatened in writing by the SEC in connection therewith, and use its commercially reasonable efforts to prevent the entry of such stop order or to remove it or obtain withdrawal of it as soon as practicable if entered;
(n)    use its commercially reasonable efforts to obtain:
(i)    at the time of pricing of any underwritten offering (including an “at-the-market offering,” a “bought deal” or a “registered direct offering”) a “cold comfort letter” from the Company’s independent registered public accounting firm covering such matters of the type customarily covered by “cold comfort letters” as the Holders and the underwriters reasonably request; and
(ii)    at the time of any sale in an underwritten offering pursuant to the registration statement, a “bring-down comfort letter,” dated as of the date of such sale, from the Company’s independent registered public accountants covering such matters of the type customarily covered by “bring-down comfort letters” as the Holders and the underwriters reasonably request;
 
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(o)    use its commercially reasonable efforts to obtain, at the time of effectiveness of each registration or, in the case of a shelf registration, at the time of pricing, and at the time of any sale pursuant to each registration, an opinion or opinions addressed to the holders of the Registrable Securities to be included in such registration and the underwriter or underwriters, if any, in customary form and scope from legal counsel for the Company (who may be its internal legal counsel);
(p)    promptly notify each seller of Registrable Securities covered by such registration, upon discovery by an executive officer of the Company that the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly thereafter prepare and file with the SEC and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they are made; and
(q)    enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary holdback / lock-up provisions.
In addition, the Company shall ensure that, at all times after any Registration Statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the directors of the Company may implement a trading program under Rule 10b5-1 of the Exchange Act.
2.5     Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section  2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of such Holder’s Registrable Securities.
2.6     Expenses of Registration . All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section  2 , including all registration, filing, and qualification fees (including fees and expenses (a) with respect to filings required to be made with the trading market and (b) in compliance with applicable state securities or “Blue Sky” laws); printers’ and accounting fees; all reasonable out-of-pocket expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show”; fees and disbursements of counsel, auditors and accountants for the Company; and the reasonable fees and disbursements of one counsel for the selling Holders (“ Selling Holder Counsel ”), shall be borne and paid by the Company; provided , however , that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 if the registration request is subsequently withdrawn at the request of the Initiating Holder(s) (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Initiating Holder(s) agree to forfeit their right to one registration pursuant to Subsection 2.1(a) ; provided further, that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of
 
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such information then the Holders shall not be required to pay any of such expenses and shall not forfeit their right to one registration pursuant to Subsection 2.1(a) . All Selling Expenses relating to Registrable Securities registered pursuant to this Section  2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.
2.7     Delay of Registration . No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section  2 .
2.8     Indemnification . If any Registrable Securities are included in a Registration Statement under this Section  2 :
(a)    To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided , however , that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.
(b)    To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the Registration Statement, each Person (if any) who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such Registration Statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided , however , that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided , further, that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.
(c)    Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8 , give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has
 
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been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8 , to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8 .
(d)    To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8 , then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided , however , that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such Registration Statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided , further , that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d) , when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b) , exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.
(e)    Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
(f)    Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section  2 , and otherwise shall survive the termination of this Agreement.
2.9     Reports Under Exchange Act . With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:
 
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(a)    make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the Registration Statement filed by the Company for the IPO;
(b)    use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and
(c)    furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the Registration Statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).
2.10     Limitations on Subsequent Registration Rights . From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities then outstanding, enter into any agreement with any holder or prospective holder of any securities of the Company that would (a) allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (b) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.
2.11    “ Market Stand-off ” Agreement . Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final Prospectus relating to the registration by the Company for its own behalf of shares or units (as applicable) of its Common Stock or any other equity securities under the Securities Act on a Registration Statement on Form S-1, or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO), (a) lend; offer; pledge; 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 or units (as applicable) of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the Registration Statement for such offering or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares or units (as applicable) to an underwriter pursuant to an underwriting agreement, or the transfer of any shares or units (as applicable) to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided , further , that any such transfer shall not involve a disposition for value, and shall be
 
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applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all Holders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to the conversion into Common Stock of any other outstanding securities of the Company). The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares or units (as applicable) subject to such agreements.
2.12     Restrictions on Transfer .
(a)    Each certificate, instrument, or book entry representing (i) the Common Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12(b) ) be notated with a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES OR UNITS (AS APPLICABLE) MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12 .
(b)    The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section  2 . Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a Registration Statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no
 
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action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12 . Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(a) , except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.
2.13     Termination of Registration Rights . The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsections 2.1 or 2.2 shall terminate at such time as SEC Rule 144(b)(1) under the Securities Act (or any successor provision) is available for the sale of all of such Holder’s shares without any need to comply with the public information requirements of SEC Rule 144(b)(1) (or any successor provision) or any such shares are sold pursuant to SEC Rule 144.
3.     Miscellaneous .
3.1     Successors and Assigns . The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (a) is an Affiliate of a Holder; (b) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (c) after such transfer, holds at least one percent (1%) of the Company’s then outstanding Registrable Securities; provided , however , that (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (ii) such transferee agrees in a written instrument delivered to the Company to be bound by and subject to the terms and conditions of this Agreement, including the provisions of Subsection 2.11 . For the purposes of determining the number of shares or units (as applicable) of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate, member or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided , further , that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.
3.2     Counterparts . This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
3.3     Titles and Subtitles . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
3.4     Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified; (b) when sent, if sent by electronic mail or facsimile during the
 
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recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next Business Day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) Business Day after the Business Day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 3.4 .
3.5     Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Holders of seventy-five percent (75%) of the Registrable Securities then outstanding; provided that the Company may in its sole discretion waive compliance with Subsection 2.12(b) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(b) shall be deemed to be a waiver); and provided further , that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 3.5 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision. Notwithstanding the foregoing, in no event may the demand registration rights granted to any Holder pursuant to Section  2.1 of this Agreement be removed or otherwise adversely changed without the prior written consent of such Holders.
3.6     Severability . In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.
3.7     Entire Agreement . This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof (other than any lock-up or similar agreement between any Holder and any underwriter), and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. This Agreement hereby amends, restates and supersedes the Original Registration Rights Agreement in all respects.
3.8     Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to the conflicts of law principles of such State. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the State of Delaware sitting in New Castle County and to the jurisdiction of the United States District Court sitting in Wilmington, Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the courts of the State of Delaware sitting in New Castle County or the United States District Court sitting in Wilmington, Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
 
18

3.9     WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
3.10     Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.
3.11     Other Interpretive Matters . For purposes of this Agreement, (a) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is excluded, and if the last day of such period is a non-Business Day, the period in question ends on the next succeeding Business Day, (b) unless the context otherwise requires, all references in this Agreement to any “Article,” “Section” or “Exhibit” are to the corresponding Article, Section or Exhibit of this Agreement, (c) the word “including,” or any variation thereof, means “including, without limitation” and does not limit any general statement that it follows to the specific or similar items or matters immediately following it, and (d) all references to dollar amounts are expressed in United States Dollars. As used herein, the singular shall include the plural, the plural shall include the singular and any use of the male or female gender shall include the other gender, all wherever the same shall be applicable and when the context shall admit or require.
3.12     No Recourse . Notwithstanding anything to the contrary that may be expressed or implied in this Agreement, and notwithstanding the fact that any Holder or its Affiliates or any of its or their successors or permitted assignees may be a partnership or a limited liability company, the Company, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no Person other than the Holders and their respective successors and permitted assignees shall have any obligation hereunder, and that it has no rights of recovery against, and no recourse hereunder against, any former, current or future director, officer, agent, advisor, attorney, representative, Affiliate, manager or employee of any Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, member or stockholder of any Holder or any Affiliate thereof or against any former, current or future director, officer, agent, advisor, attorney, representative, employee, Affiliate, assignee, general or limited partner, stockholder, manager or member of any of the foregoing, whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law.
 
19

3.13     Specific Performance . The rights of each party to consummate the transactions contemplated hereby are agreed to be unique, and recognizing that the remedy at law for any breach or threatened breach by a party hereto of the agreements and conditions set forth herein would be inadequate, and further recognizing that any such breach or threatened breach would cause immediate, irreparable and permanent damage to the parties, the extent of which would be impossible or difficult to ascertain, the parties hereto agree that in the event of any such breach or threatened breach, and in addition to any and all remedies at law or otherwise provided herein, any party hereto may specifically enforce the terms of this Agreement and may obtain temporary and/or permanent injunctive relief (including a mandatory injunction) without the necessity of proving actual damage or the lack of an adequate remedy at law and, to the extent permissible under applicable rules, provision and statutes, a temporary injunction may be granted immediately upon the commencement of any suit hereunder regardless of whether the breaching party or parties have actually received notice thereof. Such remedy shall be cumulative and not exclusive, and shall be in addition to any other remedy or remedies available to the parties.
3.14     ECP Representative . Each of the ECP Holders has designated the ECP Representative to act as its representative with respect to the making of, and the delivery and receipt of, all notices, elections, approvals, requests or other instructions or determinations (including as to whether any condition has been met to the satisfaction of such ECP Holder) (each, a “ Notice ”) and to otherwise act on behalf of any or all of the ECP Holders with respect to any Notices delivered in connection with this Agreement. The ECP Holders shall cause the ECP Representative to act at the direction of the ECP Holders holding a majority of Registrable Securities held by all of the ECP Holders with respect to all such Notices. The Company shall direct any Notice to be made to any ECP Holder to the ECP Representative and agree that any Notice delivered under this Agreement by the ECP Representative shall be deemed to be a Notice delivered by the ECP Holders. Any Notice made to the ECP Representative (referencing the ECP Holders) shall be deemed to have been made to the ECP Holders in the form and at the time made to the ECP Representative.
[Remainder of Page Intentionally Left Blank]
 
20

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

COMPANY:
 
Sunnova Energy International Inc.	
		
By:	 	/s/ William J. Berger	
Name:	 	William J. Berger	
Title:	 	Chairman of the Board, President and Chief Executive Officer	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

					
ENERGY CAPITAL PARTNERS III, LP	
			
By:	 		 	Energy Capital Partners GP III, LP,	
	 		 	its general partner	
			
	 	By:	 	Energy Capital Partners III, LLC,	
	 		 	its, general partner	
			
	 	By:	 	ECP ControlCo, LLC,	
	 		 	its managing member	
			
	 	By:	 	/s/ Rahman D’Argenio	
	 		 	Name: Rahman D’Argenio	
	 		 	Title: Authorized Signatory	
	
ENERGY CAPITAL PARTNERS III-A, LP	
			
By:	 		 	Energy Capital Partners GP III, LP,	
	 		 	its general partner	
			
	 	By:	 	Energy Capital Partners III, LLC,	
	 		 	its general partner	
			
	 	By:	 	ECP ControlCo, LLC,	
	 		 	its managing member	
			
	 	By:	 	/s/ Rahman D’Argenio	
	 		 	Name: Rahman D’Argenio	
	 		 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

					
ENERGY CAPITAL PARTNERS III-B, LP	
			
By:	 		 	Energy Capital Partners GP III, LP,	
	 		 	its general partner	
			
	 	By:	 	Energy Capital Partners III, LLC,	
	 		 	its general partner	
			
	 	By:	 	ECP ControlCo, LLC,	
	 		 	its managing member	
			
	 	By:	 	/s/ Rahman D’Argenio	
	 		 	Name: Rahman D’Argenio	
	 		 	Title: Authorized Signatory	
	
ENERGY CAPITAL PARTNERS III-C, LP	
			
By:	 		 	Energy Capital Partners GP III, LP,	
	 		 	its general partner	
			
	 	By:	 	Energy Capital Partners III, LLC,	
	 		 	its general partner	
			
	 	By:	 	ECP ControlCo, LLC	
	 		 	its managing member	
			
	 	By:	 	/s/ Rahman D’Argenio	
	 		 	Name: Rahman D’Argenio	
	 		 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

					
ENERGY CAPITAL PARTNERS III-D, LP	
			
By:	 		 	Energy Capital Partners GP III, LP,	
	 		 	its general partner	
			
	 	By:	 	Energy Capital Partners III, LLC,	
	 		 	its general partner	
			
	 	By:	 	ECP ControlCo, LLC,	
	 		 	its managing member	
			
	 	By:	 	/s/ Rahman D’Argenio	
	 		 	Name: Rahman D’Argenio	
	 		 	Title: Authorized Signatory	
	
ENERGY CAPITAL PARTNERS III (SUNNOVA CO-INVEST), LP	
			
By:	 		 	Energy Capital Partners GP III Co-Investment (Sunnova), LLC,	
	 		 	its general partner	
			
	 	By:	 	Energy Capital Partners III, LLC,	
	 		 	its general partner	
			
	 	By:	 	ECP ControlCo, LLC,	
	 		 	its managing member	
			
	 	By:	 	/s/ Rahman D’Argenio	
	 		 	Name: Rahman D’Argenio	
	 		 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
QSIP LP	
		
By:	 	/s/ David Taylor	
	 	Name: David Taylor	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
FS ENERGY AND POWER FUND	
		
By:	 	/s/ Sean Coleman	
	 	Name: Sean Coleman	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
FS KKR Capital Corp.	
		
By:	 	/s/ Brian Gerson	
	 	Name: Brian Gerson	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
FS INVESTMENT CORPORATION II	
		
By:	 	/s/ Brian Gerson	
	 	Name: Brian Gerson	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
FS INVESTMENT CORPORATION III	
		
By:	 	/s/ Brian Gerson	
	 	Name: Brian Gerson	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
ORIX PUBLIC FINANCE, LLC	
		
By:	 	/s/ Benjamin Price	
	 	Name: Benjamin Price	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

					
ELK MOUNTAIN, LTD.	
	
By: Gordy Oil Company,
its general partner	
			
    	 	By:	 	/s/ Russell Gordy	
	 		 	Name: Russell D. Gordy	
	 		 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

					
MINION TRAIL, LTD.	
	
By: Elk Mountain Ltd.,	
its general partner	
	
By: Gordy Oil Company,	
its general partner	
			
    	 	By:	 	/s/ Russell Gordy	
	 		 	Name: Russell D. Gordy	
	 		 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

					
BCP-IIIJ, LP	
	
By: Brock Capital Group, LLC,
its general partner	
			
	 	By:	 	/s/ Brad Brock	
	 		 	Name: Braden Brock	
	 		 	Title: Authorized Signatory	
	
BCP-IVC, LP	
	
By: Brock Capital Group, LLC,
its general partner	
			
	 	By:	 	/s/ Brad Brock	
	 		 	Name: Braden Brock	
    	 		 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
MTP ENERGY MASTER FUND LTD.	
		
By:	 	MTP Energy Management LLC,	
	 	its Investment Manager	
		
By:	 	Magnetar Financial LLC,	
	 	its Sole Member	
		
By:	 	/s/ Michael Turro	
	 	Name: Michael Turro	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
MTP EMERALD FUND LTD.	
		
By:	 	MTP Energy Management LLC,	
	 	its Investment Manager	
		
By:	 	Magnetar Financial LLC,	
	 	its Sole Member	
		
By:	 	/s/ Michael Turro	
	 	Name: Michael Turro	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
TRIANGLE PEAK PARTNERS II, LP	
		
By:	 	Triangle Peak Partners II General Partner, LLC,
its general partner	
		
By:	 	/s/ Dain DeGroff	
	 	Name: Dain DeGroff	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
TPP II Annex Fund, LP	
		
By:	 	General Partner of TPP Annex Fund, LP	
		
By:	 	/s/ Dain DeGroff	
	 	Name: Dain DeGroff	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
SEIS HOLDINGS LLC	
		
By:	 	/s/ C. Park Shaper	
Name: C. Park Shaper	
Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
CGK HOLDINGS LLC	
		
By:	 	/s/ David Kinder	
	 	Name: David Kinder	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ Fayez Sarofim	
Fayez Sarofim	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
FSI NO. 2 CORPORATION	
		
By:	 	/s/ Raye G. White	
	 	Name: Raye G. White	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
PORTCULLIS PARTNERS, LP	
		
By:	 	Portcullis G.P., LLC,	
	 	its general partner	
		
By:	 	/s/ Duane G. Valley	
	 	Name: Duane G. Valley	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (DAPER II)	
		
By:	 	/s/ Sabrina Lang	
 	 	Name: Sabrina Lang	
 	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
REBECCA RABINOW MANAGEMENT TRUST	
		
By:	 	/s/ Richard A. Rabinow	
 	 	Name: Richard A. Rabinow	
 	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
1811 PESIKOFF FAMILY TRUST	
		
By:	 	/s/ David Pesikoff	
 	 	Name: David Pesikoff	
 	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ Richard A. Rabinow	
Richard A. Rabinow	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
JACKSON LEIGH VENTURES, LLC	
		
By:	 	/s/ William J. Berger	
 	 	Name: William J. Berger	
 	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
GREENWAY LOANCO, LLC	
		
By:	 	/s/ Trevor J. Brock	
 	 	Name: Trevor J. Brock	
 	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ William J. Berger	
William J. Berger	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ William J. Berger	
William J. Berger, IRA	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ Jordan E. Fruge	
Jordan E. Frugé	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ Lynda Attaway	
Lynda K. Attaway	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ Gerritt L. Ewing, Jr.	
Gerritt L. Ewing, Jr.	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
MOELLER INVESTMENT FAMILY LIMITED PARTNERSHIP	
		
By:	 	Racing Cloud Consulting LLC,
its general partner	
		
By:	 	/s/ Debra E. Moeller	
	 	Name: Debra E. Moeller	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ Brian A. Kerrigan	
Brian A. Kerrigan	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

			
BA AND MS BRIAN KERRIGAN, LLC	
		
By:	 	/s/ Brian A. Kerrigan	
	 	Name: Brian A. Kerrigan	
	 	Title: Authorized Signatory	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ Mark Poche	
Mark Poche	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

	
/s/ Esmerelda Martinez	
Esmeralda Martinez	
 
[Signature Page to Second Amended and Restated Registration Rights Agreement]

SCHEDULE A
Holders

 
				
	Name	  	Address	
Energy Capital Partners III, LP	  	51 John F Kennedy Pkwy #200
Short Hills, NJ 07078		
			
Energy Capital Partners III-A, LP	  	51 John F Kennedy Pkwy #200
Short Hills, NJ 07078		
			
Energy Capital Partners III-B, LP	  	51 John F Kennedy Pkwy #200
Short Hills, NJ 07078		
			
Energy Capital Partners III-C, LP	  	51 John F Kennedy Pkwy #200
Short Hills, NJ 07078		
			
Energy Capital Partners III-D, LP	  	51 John F Kennedy Pkwy #200
Short Hills, NJ 07078		
			
Energy Capital Partners III (Sunnova Co-Invest), LP	  	51 John F Kennedy Pkwy #200
Short Hills, NJ 07078		
			
QSIP LP	  	c/o Soros Fund Management LLC
250 West 55th Street, 38th Floor
New York, NY 10019		
			
FS Energy and Power Fund	  	c/o EIG / Blackstone Debt Funds Management LLC
345 Park Avenue, 31st Floor New York, NY 10154		
			
FS KKR Capital Corp.	  	c/o EIG / Blackstone Debt Funds Management LLC
345 Park Avenue, 31st Floor New York, NY 10154		
			
FS Investment Corporation II	  	c/o EIG / Blackstone Debt Funds Management LLC
345 Park Avenue, 31st Floor New York, NY 10154		
			
FS Investment Corporation III	  	c/o EIG / Blackstone Debt Funds Management LLC
345 Park Avenue, 31st Floor New York, NY 10154		
			
Orix Public Finance	  	1717 Main Street, Suite 900,
Dallas, Texas 75201		
 
Schedule A

			
Elk Mountain, Ltd.	  	100 Waugh Drive, #400
Houston, TX 77007	
		
Minion Trail, Ltd.	  	100 Waugh Drive, #400
Houston, TX 77007	
		
BCP-IIIJ, LP	  	4349 Crow Rd.
Beaumont, TX 77706	
		
BCP-IVC, LP	  	4349 Crow Rd.
Beaumont, TX 77706	
		
MTP Emerald Fund LLC	  	c/o MTP Energy Management LLC 1603 Orrington Ave.,
13th Floor Evanston, IL 60201	
		
MTP Energy Master Fund Ltd	  	c/o MTP Energy Management LLC 1603 Orrington Ave.,
13th Floor Evanston, IL 60201	
		
Triangle Peak Partners II, LP	  	P.O. Box 3788
Carmel, CA 93921	
		
TPP II Annex Fund, LP	  	P.O. Box 3788
Carmel, CA 93921	
		
SEIS Holdings LLC	  	501 Bering Dr, #220
Houston, TX 77057	
		
CGK Holdings LLC	  	501 Bering Dr. #220
Houston, TX 77057	
		
Fayez Sarofim	  	P.O. Box 52830 Houston, TX 77052	
		
FSI No. 2 Corporation	  	P.O. Box 52830 Houston, TX 77052	
		
Portcullis Partners, LP	  	11 Greenway Plaza, Suite 2000 Houston, TX 77046	
		
The Board of Trustees of the Leland Stanford Junior University (DAPER II)	  	635 Knight Way
Stanford, CA, 94305-7297	
		
Rebecca Rabinow Management Trust	  	3711 San Felipe #12-I
Houston, TX 77027	
		
1811 Pesikoff Family Trust (formerly the Sarah Rabinow Management Trust)	  	1811 North Blvd.
Houston, TX 77098	
		
Richard A. Rabinow	  	3711 San Felipe #12-I
Houston, TX 77027	
		
Jackson Leigh Ventures, LLC	  	3775 Arnold St.
Houston, TX 77005	
		
William J. Berger	  	3775 Arnold
Houston, TX 77005	
 
Schedule A

			
William J. Berger, IRA	  	3775 Arnold
Houston, TX 77005	
		
Greenway LoanCo, LLC	  	2808 Fairmount Ste. 100
Dallas, TX 75201	
		
Jordan E. Frugé	  	730 Omar
Houston, TX 77009	
		
Lynda K. Attaway	  	1116 Rymer Switch
Friendswood, TX 77546	
		
Gerritt L. Ewing, Jr.	  	4110 Blue Bonnet Dr.
Houston, TX 77025	
		
Moeller Investment Family Limited Partnership	  	98 W. Racing Cloud Ct.
The Woodlands, TX 77381	
		
Brian A. Kerrigan	  	6139 Doliver Dr., Houston, TX 77057	
		
BA and MS Brian Kerrigan, LLC	  	6139 Doliver Dr.
Houston, TX 77057	
		
Mark Poche	  	3411 S. Halls Point Ct.
Missouri City, TX 77459	
		
Esmeralda Martinez	  	25818 Riverside Creek Dr.
Richmond, TX 77406	
 
Schedule A

Exhibit 4.3
Execution Version
AMENDED AND RESTATED PIGGY-BACK REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED PIGGY-BACK REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), is made as of July 29, 2019, by and among Sunnova Energy International Inc., a Delaware corporation (the “ Company ”), and each of the shareholders listed on Schedule A hereto, each of which is referred to in this Agreement as a “ Holder ”.
RECITALS
WHEREAS , Sunnova Energy Corporation, a Delaware corporation (the “ Predecessor Company ”), and the Holders are party to that certain Amended and Restated Piggy-Back Registration Rights Agreement, dated as of August 30, 2018 (the “ Original Piggy-back Registration Rights Agreement ”);
WHEREAS , pursuant to the Original Piggy-back Registration Rights Agreement, if the Predecessor Company elects to effect an underwritten registered offering of equity securities of a subsidiary or parent of the Predecessor Company (“ Alternative IPO Entity ”), rather than the equity securities of the Predecessor Company, including as a result of a reorganization, the parties to the Original Piggy-back Registration Rights Agreement will enter into an agreement providing registration rights with respect to the equity securities of the Alternative IPO Entity;
WHEREAS , on July 29, 2019, the Predecessor Company effected a reorganization pursuant to which Sunnova Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ MergerSub ”), merged with and into the Predecessor Company, with the Predecessor Company surviving as a wholly-owned subsidiary of the Company (the “ Reorganization ”);
WHEREAS , certain other shareholders entered into that certain Second Amended and Restated Registration Rights Agreement with the Company, dated as of July 29, 2019 (the “ Existing Registration Rights Agreement ”); and
WHEREAS , as a result of the Reorganization the Holders and the Company hereby agree that this Agreement shall govern the rights of the Holders to cause the Company to register Common Stock (as defined below) held or issuable to the Holders as set forth in this Agreement and all rights of the Holders under the Original Piggy-back Registration Rights Agreement shall be extinguished;
NOW, THEREFORE , the parties hereby agree as follows:
1.     Definitions . For purposes of this Agreement:
1.1    “ Affiliate ” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without limitation, any general partner, managing member, officer or director of such Person or any venture capital or private equity fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person. For purposes of this Agreement, “Affiliates” of a Holder shall (a) include any funds managed, advised or sub-advised by a Holder or any of its Affiliates and (b) exclude any portfolio companies in which any funds managed, advised or sub-advised by a Holder or any of its Affiliates have invested.
1.2    “ Board of Directors ” means the board of directors of the Company.
1.3    “ Business Day ” means any day of the year on which national banking institutions in Houston, Texas are open to the public for conducting business and are not required or authorized to close.
 
1

1.4    “ Common Stock ” means the common stock, par value $0.01 per share, of the Company.
1.5    “ Damages ” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon: (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement of the Company, including any preliminary Prospectus or final Prospectus contained therein or any amendments or supplements thereto; (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (c) any violation or alleged violation by the indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.
1.6    “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
1.7    “ Excluded Registration ” means (a) a registration relating to the sale of securities to employees or directors of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; (b) a registration relating to an SEC Rule 145 transaction; (c) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; (d) a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered; or (e) in connection with any dividend or distribution reinvestment or similar plan.
1.8    “ FINRA ” means the Financial Industry Regulatory Authority, Inc.
1.9    “ Free Writing Prospectus ” shall mean any “free writing prospectus” as defined in Rule 405 promulgated under the Securities Act.
1.10    “ Form S-1 ” means such form under the Securities Act as in effect on the date hereof, Form F-1 or any successor registration form thereto under the Securities Act subsequently adopted by the SEC.
1.11    “ Form S-3 ” means such form under the Securities Act as in effect on the date hereof, Form F-3 or any registration form thereto under the Securities Act subsequently adopted by the SEC that permits incorporation of substantial information by reference to other documents filed by the Company with the SEC.
1.12    “ Holder ” means any holder of Registrable Securities who is a party to this Agreement or a Joinder Agreement.
1.13    “ Immediate Family Member ” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a natural person referred to herein.
1.14    “ IPO ” means the Company’s first underwritten public offering of its Common Stock under the Securities Act, which closed on July 29, 2019.
1.15    “ Joinder Agreement ” means a Joinder Agreement substantially in the form attached hereto as Exhibit A .
 
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1.16     “ Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.
1.17     “ Prospectus ” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including pre- and post-effective amendments to such Registration Statement, and all other material incorporated by reference in such prospectus.
1.18    “ Registrable Securities ” means (a) any Common Stock held by the Holders, (b) any Common Stock held by the Holders that may be issued or distributed or be issuable in respect of any such shares by way of conversion, dividend, stock split or other distribution, merger, consolidation, exchange, recapitalization or reclassification or similar transaction, (c) any Common Stock issued as a distribution with respect to, or in exchange for or in replacement of any of such shares, and (d) any Common Stock issued or transferred in exchange for or upon conversion of any of such shares as a result of a merger, consolidation, reorganization or otherwise (including, without limitation, any securities issued upon the conversion of the Company to a successor corporation) and any other securities issued to the Holders in connection with any such transaction; excluding in all cases, however, any Registrable Securities sold by a Person in a transaction in which the applicable rights under this Agreement are not assigned pursuant to Subsection 3.1 , and excluding for purposes of Section  2 any Common Stock for which registration rights have terminated pursuant to Subsection 2.13 of this Agreement.
1.19    “ Registrable Securities then outstanding ” means the number of shares determined by adding the number of shares or units (as applicable) of outstanding Common Stock that are Registrable Securities and the number of shares or units (as applicable) of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.
1.20    “ Registration Statement ” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.
1.21    “ Restricted Securities ” means the securities of the Company required to be notated with the legend set forth in Subsection 2.12(a) hereof.
1.22    “ SEC ” means the U. S. Securities and Exchange Commission.
1.23    “ SEC Rule 144 ” means Rule 144 promulgated by the SEC under the Securities Act.
1.24    “ SEC Rule 145 ” means Rule 145 promulgated by the SEC under the Securities Act.
1.25    “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
1.26    “ Selling Expenses ” means all underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any Holder, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Subsection 2.6 .
 
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1.27    “ Underwritten Offering ” means a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.
1.28    “ WKSI ” means a “well known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act.
2.     Registration Rights . The Company covenants and agrees as follows:
2.1     [Reserved] .
2.2     Company Offering .
(a)    If the Company proposes to offer (including, for this purpose, a registration effected by the Company for shareholders other than the Holders) any of its shares of Common Stock under the Securities Act in connection with the public offering of such securities (including an “at-the market offering,” a “bought deal” or a “registered direct offering”) solely for cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each Holder notice of such offering (a “ Company Offering ”). Such notice shall specify, as applicable, the amount of Common Stock to be registered, the proposed filing date of the registration statement or applicable prospectus supplement and the proposed minimum offering price of the Common Stock, in each case to the extent then known. In the case of an offering under a shelf registration statement previously filed or to be filed by the Company pursuant to Rule 415 under the Securities Act, including where the Company qualifies as a WKSI, such notice shall be sent as promptly as reasonably practicable and in any event no later than ten (10) days prior to the expected date of filing of such registration statement or commencement of marketing efforts for such offering (and no later than five (5) days prior in the case of a “bought deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus is used). In the case of a Company Offering under a registration statement to be filed that is not a shelf registration statement, such notice shall be sent as promptly as reasonably practicable and in any event no later than ten (10) days prior to the expected date of filing of such registration statement. Upon the written request of each Holder given within five (5) Business Days after such notice is given by the Company (except that each Holder shall have two (2) Business Days after the Company gives such notice to request inclusion of Registrable Securities in the Company Offering in the case of a “bought deal,” a “registered direct offering” or an “overnight transaction” where no preliminary prospectus is used), the Company shall, subject to the provisions of Subsection 2.3 , as promptly as reasonably practicable cause to be registered or include in the prospectus supplement, as applicable, all of the Registrable Securities that each such Holder has requested to be included in such registration. The Company shall have the right to terminate or withdraw any offering initiated by it under this Subsection 2.2 before the effective date of such offering, whether or not any Holder has elected to include Registrable Securities in such offering. The expenses (other than Selling Expenses) of such withdrawn offering shall be borne by the Company in accordance with Subsection 2.6 .
(b)    [Reserved].
(c)    Each Holder shall be permitted to withdraw all or part of its Registrable Securities in an offering under this Subsection 2.2 by giving written notice to the Company of its request to withdraw; provided , that (i) such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a public offering, at least five (5) Business Days prior to the earlier of the anticipated filing of the “red herring” Prospectus, if applicable, and the anticipated pricing or trade date and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, the Holder shall no longer have any right to include Registrable Securities in such offering as to which such withdrawal was made.
 
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2.3     Underwriting Requirements .
(a)    If the Company Offering under which the Holders are entitled to registration rights pursuant to Subsection 2.2(a) hereof is a registration effected by the Company for shareholders pursuant to Subsection 2.1 of the Existing Registration Rights Agreement and the Initiating Holders (as defined in the Existing Registration Rights Agreement) intend to distribute the securities covered by their request by means of an underwriting, the Company shall include such information in its notice to the shareholders under Subsection 2.2(a) . In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to Subsection 2.2(a) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e) ) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting and any other participating shareholders, as appropriate. Notwithstanding any other provision of this Subsection 2.3 , if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares or units (as applicable) to be underwritten, then the number of securities or Registrable Securities that may be included in the underwriting shall be allocated (a) first to the holders of securities that have registration rights under the Existing Registration Rights Agreement and the Company and (b) thereafter among the Holders and the holders of Common Stock other than Registrable Securities, in proportion (as nearly as practicable) to the number of Registrable Securities and the number of shares of Common Stock other than Registrable Securities (on a fully-diluted, as converted basis) owned by such holders or in such other proportion as shall mutually be agreed to by all such selling holders.
(b)    In connection with any offering involving an underwriting of shares or units (as applicable) of the Company’s capital stock pursuant to Subsection 2.2(a) , the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company. If the total number of securities, including Registrable Securities, requested by holders to be included in such offering pursuant to Subsection 2.2(a) exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering. If the underwriters determine that less than all of the securities requested to be registered can be included in such offering, then the securities that are included in such offering shall be allocated (i) first to holders of securities that have registration rights under the Existing Registration Rights Agreement and the Company and (ii) thereafter among the Holders and the holders of Common Stock other than Registrable Securities in proportion (as nearly as practicable to) the number of Registrable Securities and the number of shares of Common Stock other than Registrable Securities (on a fully diluted, as converted basis) owned by such holders or in such other proportions as shall mutually be agreed to by all such selling holders. For purposes of the provision in this Subsection 2.3 concerning apportionment, for any selling Holder that is a partnership, limited liability company, or corporation, the partners, members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and Immediate Family Members of any such partners, retired partners, members, and retired members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate number of Registrable Securities owned by all Persons included in such “selling Holder,” as defined in this sentence.
(c)    [Reserved].
 
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(d)    In the case of any underwritten offering under Subsection 2.2 , each of the Holders may, subject to any limitations on withdrawal contained herein, withdraw all or part of their request to participate in the registration pursuant Subsection 2.2 after being advised of such price, discount and other terms and shall not be required to enter into any agreements or documentation that would require otherwise.
2.4     Obligations of the Company . Whenever required under this Section  2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:
(a)    prepare and file a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective, and, to keep such Registration Statement effective for a period of up to one hundred eighty (180) days or, if earlier, until the distribution contemplated in the Registration Statement has been completed, provided , however , that (i) such one hundred eighty (180) day period shall be extended for a period of time equal to the period the Holders refrain, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of an automatic Registration Statement on Form S-3, where the Company shall use its commercially reasonable efforts to keep such Registration Statement effective for three years from the date of effectiveness.
(b)    (i) prepare and file with the SEC such amendments, including post-effective amendments, and supplements to such Registration Statement, and the Prospectus used in connection with such Registration Statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such Registration Statement through the applicable periods during which the Company is obligated to maintain the effectiveness of such Registration Statement, (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424 promulgated by the SEC under the Securities Act; and (iii) respond to any comments received from the SEC with respect to each Registration Statement or any amendment thereto;
(c)    to the extent practicable, at least five (5) Business Days prior to filing any registration statement or prospectus or any amendments or supplements thereto, furnish to the holders of the Registrable Securities covered by such registration statement and their counsel, copies of all such documents proposed to be filed;
(d)    furnish to the selling Holders such numbers of copies of the signed Registration Statement, any post-effective amendment thereto, a Prospectus, including a preliminary Prospectus, as required by the Securities Act, any amendments or supplements thereto, any Free Writing Prospectus, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;
(e)    use its commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(f)    in the event of any underwritten public offering, (i) enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering and (ii) cooperate with the holders of Registrable Securities to be included in such registration and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of
 
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certificates (not bearing any restrictive legends other than as may be required by applicable law, by the stock transfer agent, depositary or their nominee, if applicable) representing securities to be sold under such registration, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, or such holders may request;
(g)    cooperate with each Holder and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;
(h)    to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any shelf Registration Statement, include in such shelf Registration Statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;
(i)    use its commercially reasonable efforts to cause all such Registrable Securities covered by such Registration Statement to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;
(j)    (i) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case, not later than the effective date of such registration and (ii) cooperate with any selling Holders to facilitate the timely preparation and delivery of book-entry interests representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which book-entry interests shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may request in writing.
(k)    (i) promptly make available for inspection by the selling Holders, any managing underwriter(s) participating in any disposition pursuant to such Registration Statement, and any attorney or accountant or other agent retained by any such underwriter or selected by the selling Holders, all financial and other records, pertinent corporate documents, and properties of the Company, (ii) cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such Registration Statement and to conduct appropriate due diligence in connection therewith (as shall be necessary, in the opinion of such seller or underwriter’s legal counsel, to conduct a reasonable investigation with the meaning of Section 11(b)(3) of the Securities Act), and (iii) cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and road shows.
(l)    notify each selling Holder, promptly after the Company receives notice thereof, of the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been filed;
(m)    after such Registration Statement becomes effective, promptly notify each selling Holder of any (i) request by the SEC that the Company amend or supplement such Registration Statement or Prospectus or (ii) stop order or other order suspending the effectiveness of any registration statement,
 
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issued or threatened in writing by the SEC in connection therewith, and use its commercially reasonable efforts to prevent the entry of such stop order or to remove it or obtain withdrawal of it as soon as practicable if entered;
(n)    use its commercially reasonable efforts to obtain:
(i)    at the time of pricing of any underwritten offering (including an “at-the-market offering,” a “bought deal” or a “registered direct offering”) a “cold comfort letter” from the Company’s independent registered public accounting firm covering such matters of the type customarily covered by “cold comfort letters” as the Holders and the underwriters reasonably request; and
(ii)    at the time of any sale in an underwritten offering pursuant to the registration statement, a “bring-down comfort letter,” dated as of the date of such sale, from the Company’s independent registered public accountants covering such matters of the type customarily covered by “bring-down comfort letters” as the Holders and the underwriters reasonably request;
(o)    use its commercially reasonable efforts to obtain, at the time of effectiveness of each registration or, in the case of a shelf registration, at the time of pricing, and at the time of any sale pursuant to each registration, an opinion or opinions addressed to the holders of the Registrable Securities to be included in such registration and the underwriter or underwriters, if any, in customary form and scope from legal counsel for the Company (who may be its internal legal counsel);
(p)    promptly notify each seller of Registrable Securities covered by such registration, upon discovery by an executive officer of the Company that the prospectus included in such registration, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly thereafter prepare and file with the SEC and furnish to such seller a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers or prospective purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they are made; and
(q)    enter into such agreements (including underwriting agreements in customary form) and take such other actions as the Holders shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities, including customary holdback / lock-up provisions.
In addition, the Company shall ensure that, at all times after any Registration Statement covering a public offering of securities of the Company under the Securities Act shall have become effective, its insider trading policy shall provide that the directors of the Company may implement a trading program under Rule 10b5-1 of the Exchange Act.
2.5     Furnish Information . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section  2 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself and the Registrable Securities held by it as is reasonably required to effect the registration of such Holder’s Registrable Securities.
2.6     Expenses of Registration . All expenses (other than Selling Expenses) incurred in connection with registrations, filings, or qualifications pursuant to Section  2 , including all registration,
 
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filing, and qualification fees (including fees and expenses (a) with respect to filings required to be made with the trading market and (b) in compliance with applicable state securities or “Blue Sky” laws); printers’ and accounting fees; all reasonable out-of-pocket expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show”; fees and disbursements of counsel, auditors and accountants for the Company; and the reasonable fees and disbursements of no more than one counsel for all selling Holders and other selling shareholders together (“ Selling Holder Counsel ”), shall be borne and paid by the Company; provided , however , that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Subsection 2.1 of the Existing Registration Rights Agreement if the registration request is subsequently withdrawn at the request of the Initiating Holder(s) (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless the Initiating Holder(s) agree to forfeit their right to one registration; provided further , that if, at the time of such withdrawal, the Holders shall have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information then the Holders shall not be required to pay any of such expenses. All Selling Expenses relating to Registrable Securities registered pursuant to this Section  2 shall be borne and paid by the Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.
2.7     Delay of Registration . No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any registration pursuant to this Agreement as the result of any controversy that might arise with respect to the interpretation or implementation of this Section  2 .
2.8     Indemnification . If any Registrable Securities are included in a Registration Statement under this Section  2 :
(a)    To the extent permitted by law, the Company will indemnify and hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided , however , that the indemnity agreement contained in this Subsection 2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.
(b)    To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the Registration Statement, each Person (if any) who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such Registration Statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such selling Holder expressly for use in connection with such registration; and each such selling Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any
 
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claim or proceeding from which Damages may result, as such expenses are incurred; provided , however , that the indemnity agreement contained in this Subsection 2.8(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further , that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under Subsections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.
(c)    Promptly after receipt by an indemnified party under this Subsection 2.8 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Subsection 2.8 , give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided , however , that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Subsection 2.8 , to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Subsection 2.8 .
(d)    To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification hereunder makes a claim for indemnification pursuant to this Subsection 2.8 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Subsection 2.8 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Subsection 2.8 , then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided , however , that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such Registration Statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further , that in no event shall a Holder’s liability pursuant to this Subsection 2.8(d) , when combined with the amounts paid or payable by such Holder pursuant to Subsection 2.8(b) , exceed the proceeds from the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.
 
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(e)    Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
(f)    Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Subsection 2.8 shall survive the completion of any offering of Registrable Securities in a registration under this Section  2 , and otherwise shall survive the termination of this Agreement.
2.9     Reports Under Exchange Act . With a view to making available to the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company shall:
(a)    make and keep available adequate current public information, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the Registration Statement filed by the Company for the IPO;
(b)    use commercially reasonable efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after the Company has become subject to such reporting requirements); and
(c)    furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days after the effective date of the Registration Statement filed by the Company for the IPO), the Securities Act, and the Exchange Act (at any time after the Company has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration (at any time after the Company has become subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any time after the Company so qualifies to use such form).
2.10     Limitations on Registration Rights . Notwithstanding anything to the contrary, the Holders have no right to, and shall not, (a) include any Registrable Securities in any registration except to the extent that the inclusion of such Registrable Securities will not reduce the number of securities of the parties to the Existing Registration Rights Agreement that are included; or (b) initiate a demand for registration of any Registrable Securities held by such Holder.
2.11    “ Market Stand-off ” Agreement . Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final Prospectus relating to the registration by the Company for its own behalf of shares or units (as applicable) of its Common Stock or any other equity securities under the Securities Act on a Registration Statement on Form S-1, or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days in the case of the IPO), (a) lend; offer; pledge; 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 or units (as applicable) of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the Registration Statement for such offering or (b) enter into any
 
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swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Subsection 2.11 shall apply only to the IPO, shall not apply to the sale of any shares or units (as applicable) to an underwriter pursuant to an underwriting agreement, or the transfer of any shares or units (as applicable) to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further , that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all Holders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of any other outstanding securities of the Company). The underwriters in connection with such registration are intended third-party beneficiaries of this Subsection 2.11 and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder further agrees to execute such agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Subsection 2.11 or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all Holders subject to such agreements, based on the number of shares or units (as applicable) subject to such agreements.
2.12     Restrictions on Transfer .
(a)    Each certificate, instrument, or book entry representing (i) the Common Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the provisions of Subsection 2.12 (b)) be notated with a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES OR UNITS (AS APPLICABLE) MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT. THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.
The Holders consent to the Company making a notation in its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer set forth in this Subsection 2.12 .
(b)    The holder of such Restricted Securities, by acceptance of ownership thereof, agrees to comply in all respects with the provisions of this Section  2 . Before any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a Registration Statement under the Securities Act covering the proposed transaction, the Holder thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or transfer. Each such notice shall describe the manner and circumstances of the proposed sale, pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the
 
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Company, to the effect that the proposed transaction may be effected without registration under the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge, or transfer of such Restricted Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or transfer of the Restricted Securities may be effected without registration under the Securities Act, whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer such Restricted Securities in accordance with the terms of the notice given by the Holder to the Company. The Company will not require such a legal opinion or “no action” letter (x) in any transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that each transferee agrees in writing to be subject to the terms of this Subsection 2.12 . Each certificate, instrument, or book entry representing the Restricted Securities transferred as above provided shall be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate restrictive legend set forth in Subsection 2.12(a) except that such certificate instrument, or book entry shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and the Company, such legend is not required in order to establish compliance with any provisions of the Securities Act.
2.13     Termination of Registration Rights . The right of any Holder to request registration or inclusion of Registrable Securities in any registration pursuant to Subsection 2.2 shall terminate at such time as SEC Rule 144(b)(1) under the Securities Act (or any successor provision) is available for the sale of all of such Holder’s shares without any need to comply with the public information requirements of SEC Rule 144(b)(1) (or any successor provision) or any such shares are sold pursuant to SEC Rule 144.
3.     Miscellaneous .
3.1     Successors and Assigns . The rights under this Agreement may be assigned (but only with all related obligations) by a Holder to a transferee of Registrable Securities that (a) is an Affiliate of a Holder; (b) is a Holder’s Immediate Family Member or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members; or (c) after such transfer, holds at least one percent (1%) of the Company’s then outstanding Registrable Securities; provided , however , that (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee and the Registrable Securities with respect to which such rights are being transferred; and (ii) such transferee executes and delivers to the Company a Joinder Agreement or a counterpart signature page to this Agreement, pursuant to which such Person will thereupon become a party to, and be bound by and obligated to comply with, the terms and provisions of this Agreement. For the purposes of determining the number of shares or units (as applicable) of Registrable Securities held by a transferee, the holdings of a transferee (1) that is an Affiliate, member or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member shall be aggregated together and with those of the transferring Holder; provided further , that all transferees who would not qualify individually for assignment of rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any action under this Agreement. The terms and conditions of this Agreement inure to the benefit of and are binding upon the respective successors and permitted assignees of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein.
3.2     Counterparts . This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
 
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3.3     Titles and Subtitles . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
3.4     Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or (a) personal delivery to the party to be notified; (b) when sent, if sent by electronic mail or facsimile during the recipient’s normal business hours, and if not sent during normal business hours, then on the recipient’s next Business Day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) Business Day after the Business Day of deposit with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their addresses as set forth on Schedule A hereto, or to the principal office of the Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Subsection 3.4 .
3.5     Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company and the Holders of seventy-five percent (75%) of the Registrable Securities then outstanding; provided that the Company may in its sole discretion enter into any number of Joinder Agreements with shareholders of the Company and, from time to time, update and distribute Schedule A to reflect any such updates; and provided further , that the Company may in its sole discretion waive compliance with Subsection 2.12(b) (and the Company’s failure to object promptly in writing after notification of a proposed assignment allegedly in violation of Subsection 2.12(b) shall be deemed to be a waiver); and provided further , that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party. The Company shall give prompt notice of any amendment or termination hereof or waiver hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected in accordance with this Subsection 3.5 shall be binding on all parties hereto, regardless of whether any such party has consented thereto. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.
3.6     Severability . In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.
3.7     Entire Agreement . This Agreement (including any Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof (other than any lock-up or similar agreement between any Holder and any underwriter), and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled. This Agreement hereby amends, restates and supersedes the Original Piggy-back Registration Rights Agreement in all respects.
3.8     Governing Law; Jurisdiction . This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to the conflicts of law principles of such State. The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the courts
 
14

of the State of Delaware sitting in New Castle County and to the jurisdiction of the United States District Court sitting in Wilmington, Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the courts of the State of Delaware sitting in New Castle County or the United States District Court sitting in Wilmington, Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.
3.9     WAIVER OF JURY TRIAL . EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.
3.10     Delays or Omissions . No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.
3.11     Other Interpretive Matters . For purposes of this Agreement, (a) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period is excluded, and if the last day of such period is a non-Business Day, the period in question ends on the next succeeding Business Day, (b) unless the context otherwise requires, all references in this Agreement to any “Section,” “Subsection” or “Exhibit” are to the corresponding Section, Subsection or Exhibit of this Agreement, (c) the word “including,” or any variation thereof, means “including, without limitation” and does not limit any general statement that it follows to the specific or similar items or matters immediately following it, and (d) all references to dollar amounts are expressed in United States Dollars. As used herein, the singular shall include the plural, the plural shall include the singular and any use of the male or female gender shall include the other gender, all wherever the same shall be applicable and when the context shall admit or require.
3.12     No Recourse . Notwithstanding anything to the contrary that may be expressed or implied in this Agreement, and notwithstanding the fact that the Holders or their Affiliates or any of their or their successors or permitted assignees may be a partnership or a limited liability company, the Company, by its acceptance of the benefits hereof, covenants, agrees and acknowledges that no Person other than the
 
15

Holders and their respective successors and permitted assignees shall have any obligation hereunder, and that it has no rights of recovery against, and no recourse hereunder against, any former, current or future director, officer, agent, advisor, attorney, representative, Affiliate, manager or employee of any Holder (or any of its successors or assignees), against any former, current or future general or limited partner, manager, member or stockholder of any Holder or any Affiliate thereof or against any former, current or future director, officer, agent, advisor, attorney, representative, employee, Affiliate, assignee, general or limited partner, stockholder, manager or member of any of the foregoing, whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment or assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law.
3.13     Specific Performance . The rights of each party to consummate the transactions contemplated hereby are agreed to be unique, and recognizing that the remedy at law for any breach or threatened breach by a party hereto of the agreements and conditions set forth herein would be inadequate, and further recognizing that any such breach or threatened breach would cause immediate, irreparable and permanent damage to the parties, the extent of which would be impossible or difficult to ascertain, the parties hereto agree that in the event of any such breach or threatened breach, and in addition to any and all remedies at law or otherwise provided herein, any party hereto may specifically enforce the terms of this Agreement and may obtain temporary and/or permanent injunctive relief (including a mandatory injunction) without the necessity of proving actual damage or the lack of an adequate remedy at law and, to the extent permissible under applicable rules, provision and statutes, a temporary injunction may be granted immediately upon the commencement of any suit hereunder regardless of whether the breaching party or parties have actually received notice thereof. Such remedy shall be cumulative and not exclusive, and shall be in addition to any other remedy or remedies available to the parties.
3.14     [Reserved] .
[Remainder of Page Intentionally Left Blank]
 
16

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

COMPANY:	
	
SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
Name:	 	William J. Berger	
Title:	 	Chairman of the Board, President and Chief Executive Officer	
 
[Signature Page to Amended and Restated Piggy-Back Registration Rights Agreement]

			
HOLDERS:	
	
THE PHOENIX INSURANCE COMPANY LTD.	
		
By:	 	/s/ Elad Givoni	
Name:	 	Elad Givoni	
Title:	 	Authorized Signatory	

THE PHOENIX INSURANCE COMPANY LTD. (NOSTRO)	
		
By:	 	/s/ Elad Givoni	
Name:	 	Elad Givoni	
Title:	 	Authorized Signatory	
 
[Signature Page to Amended and Restated Piggy-Back Registration Rights Agreement]

			
THE PHOENIX EXCLLENCE PENSION AND PROVIDEN FUND LTD. (on behalf of THE PHOENIX COMPREHENSIVE PENSION FUND)	
		
By:	 	/s/ Elad Givoni	
			
Name:	 	Elad Givoni	
Title:	 	Authorized Signatory	
 
[Signature Page to Amended and Restated Piggy-Back Registration Rights Agreement]

			
ITOCHU CORPORATION	
		
By:	 	/s/ Koji Hageawa	
			
Name:	 	Koji Hageawa	
Title:	 	Authorized Signatory	
 
[Signature Page to Amended and Restated Piggy-Back Registration Rights Agreement]

			
SPECTRUM ENERGY HOLDINGS, LLC	
		
By:	 	/s/ Daewon Icim	
			
Name:	 	Daewon Icim	
Title:	 	Authorized Signatory	
 
[Signature Page to Amended and Restated Piggy-Back Registration Rights Agreement]

SCHEDULE A
Holders

 
				
	Name	  	Address	
The Phoenix Insurance Company Ltd.	  	Derech Ha’shalom 53
Givatayim 5345433, Israel		
			
The Phoenix Insurance Company Ltd. (Nostro)	  	Derech Ha’shalom 53
Givatayim 5345433, Israel		
			
The Phoenix Excellence Pension and Provident Fund Ltd.	  	Derech Ha’shalom 53
Givatayim 5345433, Israel		
			
ITOCHU Corporation	  	TOKQI Section,5-1,Kita-Aoyama 2-chome,Minato-ku,
Tokyo, 107-8077 Japan		
			
Spectrum Energy Holdings, LLC	  	07326 Two IFC 6F, 10 Gukjegeumyung-ro,
Youngdeungpo-Gu, Seoul, Korea		
 
Schedule A

EXHIBIT A
FORM OF JOINDER AGREEMENT
This JOINDER AGREEMENT (this “ Agreement ”), dated as of                                               , 20          , is entered into by and between Sunnova Energy International Inc., a Delaware corporation (the “ Company ”), and                                      (“ Joining Party ”).
All defined terms not otherwise defined herein have the meanings ascribed to such terms in the Piggy-Back Registration Rights Agreement (as hereinafter defined).
RECITALS
WHEREAS , the Company and certain other shareholders (the “ Original Investors ”) are parties to that certain Amended and Restated Piggy-Back Registration Rights Agreement dated as of July 29, 2019, pursuant to which the Company granted the Original Investors certain registration rights (as amended, supplemented and/or restated, the “ Piggy-Back Registration Rights Agreement ”);
[WHEREAS , in accordance with the terms of the Piggy-Back Registration Rights Agreement, upon the transfer of any Registrable Securities, the transferee must join the Piggy-Back Registration Rights Agreement as a Holder thereunder in order to retain the registration rights associated with such Registrable Securities;]
WHEREAS , [Joining Party has purchased //                              has transferred to Joining Party] Registrable Securities pursuant to [                              ]; and
WHEREAS , Joining Party desires to be bound by and enjoy the benefits of the Piggy-Back Registration Rights Agreement.
NOW, THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1.    Joining Party acknowledges receipt of a copy of the Piggy-Back Registration Rights Agreement and, after review and examination thereof, agrees to be bound by the restrictions and agreements contained therein in the capacity of a “Holder”.
2.    The Company hereby (a) accepts Joining Party’s agreement to be bound by the Piggy-Back Registration Rights Agreement and (b) agrees that Joining Party is hereby a party to the Piggy-Back Registration Rights Agreement and as such shall have all rights provided to Holders under the Piggy-Back Registration Rights Agreement.
3.    All notices to the Joining Party should be delivered to the following address:
 
Exhibit A

[Name]
[Address]
Attention: [                                      ]
Tel: [                                  ]
Fax: [                                  ]
E-mail: [                          ]
4.    The provisions of Section 3 of the Piggy-Back Registration Rights Agreement are hereby incorporated herein as if set forth herein.
*        *        *
 
Exhibit A

IN WITNESS WHEREOF , the parties hereto have caused this Joinder Agreement to be duly executed by their respective authorized officers as of the date first set forth above.

SUNNOVA ENERGY INTERNATIONAL INC.	

By:	 	 	

Name:	 	 	

Title:	 	 	

[JOINING PARTY]	

By:	 	 	

Name:	 	 	

Title:	 	 	
 
Exhibit A

Exhibit 10.1
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Stuart D. Allen (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract .     This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and	
	 	          Chief Executive Officer	

INDEMNITEE	
	
/s/ Stuart D. Allen	
Name: Stuart D. Allen	
	
Residence Address:	
1004 B, Stanford Street	
Houston, TX 77019	
	
Email address:	
Stuart.Allen@sunnova.com	
Signature Page to Indemnification Agreement

Exhibit 10.2
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Walter A. Baker (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract .     This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and	
	 	          Chief Executive Officer	

INDEMNITEE	
	
/s/ Walter A. Baker	
Name: Walter A. Baker	
	
Residence Address:	
3924 Marlowe Street	
Houston, TX 77005	
	
Email address:	
Drew.Baker@sunnova.com	
Signature Page to Indemnification Agreement

Exhibit 10.3
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and William J. Berger (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ Robert L. Lane	
	 	Name: Robert L. Lane	
	 	Title: Executive Vice President and Chief	
	 	          Financial Officer	

INDEMNITEE	
	
/s/ William J. Berger	
Name: William J. Berger	
	
Residence Address:	
3775 Arnold St.	
Houston, TX 77005	
	
Email address:	
John.Berger@sunnova.com	
Signature Page to Indemnification Agreement

Exhibit 10.4
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Rahman D’Argenio (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and	
	 	          Chief Executive Officer	

INDEMNITEE	
	
/s/ Rahman D’Argenio	
Name: Rahman D’Argenio	
	
Residence Address:	
1946 Zapo Street	
Del Mar, CA 92014	
	
Email address:	
rdargenio@ecpartners.com	
Signature Page to Indemnification Agreement

Exhibit 10.5
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Matthew DeNichilo (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and	
	 	          Chief Executive Officer	

INDEMNITEE	
	
/s/ Matthew DeNichilo	
Name: Matthew DeNichilo	
	
Residence Address:	
11 Jay Street, Apt. 2	
New York, NY 10013	
	
Email address:	
mdenichilo@ecpartners.com	
Signature Page to Indemnification Agreement

Exhibit 10.6
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Michael P. Grasso (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and	
	 	          Chief Executive Officer	

INDEMNITEE	
	
/s/ Michael P. Grasso	
Name: Michael P. Grasso	
	
Residence Address:	
456 Laurel Avenue	
San Anselmo, California 94960	
	
Email address:
Michael.Grasso@sunnova.com	
Signature Page to Indemnification Agreement

Exhibit 10.7
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Kris W. Hillstrand (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.
Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):

(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

			
SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and	
	 	Chief Executive Officer	

INDEMNITEE	
	
/s/ Kris W. Hillstrand	
Name: Kris W. Hillstrand	
	
Residence Address:	
58 Moulton Rd.	
Duxbury, MA 02332	
	
Email address:	
Kris.Hillstrand@sunnova.com	
Signature Page to Indemnification Agreement

Exhibit 10.8
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Doug Kimmelman (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and	
	 	          Chief Executive Officer	

INDEMNITEE	
	
/s/ Doug Kimmelman	
Name: Doug Kimmelman	
	
Residence Address:	
9001 Collins Avenue SPH1	
Surfside, FL 33154	
	
Email address:	
dkimmelman@ecpatiners.com	
Signature Page to Indemnification Agreement

Exhibit 10.9
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Robert L. Lane (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2 Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3 Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and Chief Executive Officer	
	
INDEMNITEE	
	
/s/ Robert L. Lane	
Name: Robert L. Lane	
	
Residence Address:	
3770 Georgetown St.
Houston, TX 77005	
	
Email address:
Robert.Lane@sunnova.com	
Signature Page to Indemnification Agreement

Exhibit 10.10
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Mark Longstreth (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title:    Chairman of the Board, President and	
	 	             Chief Executive Officer	
	
INDEMNITEE	
	
/s/ Mark Longstreth	
Name: Mark Longstreth	
	
Residence Address:	
23 Prince St.	
New York, NY 10012	
	
Email address:
Mark.Longstreth@scipartnerslp.com	
Signature Page to Indemnification Agreement

Exhibit 10.11
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Michael C. Morgan (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.
Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):

(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15    S everability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and	
	 	          Chief Executive Officer	
	
INDEMNITEE	
	
/s/ Michael C. Morgan	
Name: Michael C. Morgan	
	
Residence Address:	
20 East Greenway Plaza, Suite 475	
Houston, TX 77046	
	
Email address:	
Mike@trianglepeakpartners.com	
Signature Page to Indemnification Agreement

Exhibit 10.12
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Meghan Nutting (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14 Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15 Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[Remainder of page intentionally left blank; signatures follow]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and Chief Executive Officer	
	
INDEMNITEE	
	
/s/ Meghan Nutting	
Name: Meghan Nutting	
	
Residence Address:	
3958 Osage St.	
Denver, CO 80211	
	
Email address:	
Meghan.Nutting@sunnova.com	
Signature Page to Indemnification Agreement

Exhibit 10.13
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and John T. Santo Salvo (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title:    Chairman of the Board, President and	
	 	             Chief Executive Officer	
	
INDEMNITEE	
	
/s/ John T. Santo Salvo	
Name: John T. Santo Salvo	
	
Residence Address:	
2907 Sundance Summit Lane	
Katy, TX 77494	
	
Email address:
John.Santosalvo@sunnova.com	
Signature Page to Indemnification Agreement

Exhibit 10.14
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and C. Park Shaper (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble. “Board” shall have the meaning set forth in the recitals. “Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.
Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):

(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract . This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name: William J. Berger	
	 	Title: Chairman of the Board, President and Chief Executive Officer	

INDEMNITEE	
	
/s/ C. Park Shaper	
Name: C. Park Shaper	
	
Residence Address:	
5005 Green Tree Rd.	
Houston, TX 77056	
	
Email address:	
Park@seisholdings.com	
Signature Page to Indemnification Agreement

Exhibit 10.15
Execution Version
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (“Agreement”) is made as of July 29, 2019, by and between Sunnova Energy International Inc., a Delaware corporation (the “Company”) and Scott D. Steimer (“Indemnitee” and, together with the Company, the “Parties”).
RECITALS:
WHEREAS, managers, directors, officers and other persons in service to corporations and other business enterprises are subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or the business enterprise itself;
WHEREAS, highly competent persons have become more reluctant to serve as managers, directors, officers or in other capacities unless they are provided with adequate protection through insurance and adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the business enterprise;
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its shareholders, and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;
WHEREAS, the Bylaws of the Company (as they may be amended, the “Bylaws”) expressly require that the Company indemnify its directors and officers, and empowers the Company to indemnify its employees and agents, as authorized by the Delaware General Corporation Law, as amended (the “DGCL”), under which the Company is organized and such Bylaws expressly provide that the indemnification provisions set forth therein are not exclusive and thereby contemplate that contracts may be entered into between the Company and directors, officers and other persons with respect to indemnification;
WHEREAS, this Agreement is a supplement to and in furtherance of the protections provided in applicable law, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, (i) Indemnitee does not regard the protection available under the Bylaws, the Company’s other governing documents, and available insurance as adequate in the present circumstances, (ii) the Company has determined that Indemnitee may not be willing to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates without adequate protection, (iii) the Company desires and has requested Indemnitee to serve or continue to serve as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates , as the case may be, and has proffered this Agreement to Indemnitee as additional inducement to serve in such capacity, and (iv) Indemnitee is willing to serve, or continue to serve, as a director, manager, officer, employee, fiduciary or agent of the Company or its Affiliates, as the case may be, on the condition that he or she be furnished the indemnity provided for herein by the Company.

AGREEMENT:
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Parties do hereby covenant and agree as follows:
Section 1     Definitions .
(a) As used in this Agreement:
“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.
“Agreement” shall have the meaning set forth in the preamble.
“Board” shall have the meaning set forth in the recitals.
“Bylaws” shall have the meaning set forth in the recitals.
“Corporate Status” describes the status of a person who is or was a Director, officer, employee, partner, trustee, member, fiduciary or agent of the Indemnitor or any Enterprise.
“Company” shall have the meaning set forth in the preamble.
“Director” shall mean, with respect to a corporation, a member of a board of directors or, with respect to, a limited liability company or partnership, a member of the board of managers or similar board.
“Disinterested Director” shall mean a Director of Indemnitor who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.
“Effectiveness Date” shall have the meaning set forth in the recitals.
“Enterprise” shall mean Indemnitor or any Affiliate of Indemnitor and any other corporation, limited liability company, partnership (general or limited), joint venture, trust, employee benefit plan, company, foundation, association, organization or other legal enterprise of which Indemnitee is or was serving at the request of Indemnitor as a Director, officer, employee, fiduciary or agent.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
“Expenses” shall mean all reasonable costs, expenses, fees and charges, including, without limitation, all attorneys’ fees and costs, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other fees, disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include, without limitation, (i) expenses incurred in connection with any appeal resulting from, incurred by Indemnitee in connection with, arising out of, or in respect of or relating to, any Proceeding, including, without limitation, the premium, security for, and other costs relating to any cost bond, supersedes bond, injunction bond, appraisal bond, or other appeal bond or its equivalent, (ii) for purposes of Section 12(d) hereof only, expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise, (iii) any federal, state, local or

foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, and (iv) any interest, assessments or other charges in respect of the foregoing. Notwithstanding anything to the contrary in this Agreement, “Expenses” shall not include either (x) “Liabilities” or (y) with respect to Indemnitee, amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.
“Governing Documents” shall mean the governing documents of an Enterprise, including a limited liability company agreement, partnership agreement, certificate of incorporation, bylaws or any other similar document.
“Indemnitor” shall mean the Company.
“Indemnity Obligations” shall mean all obligations of Indemnitor to Indemnitee under this Agreement, including Indemnitor’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.
“Independent Counsel” shall mean a law firm of fifty (50) or more attorneys, or a member or partner of, or person of equivalent seniority in a law firm of fifty (50) or more attorneys, that is experienced in matters of corporation and limited liability company law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) Indemnitor or Indemnitee in any matter material to either such Party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder; provided, however, that the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either Indemnitor or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
“Liabilities” shall mean all claims, liabilities, damages, losses, judgments, orders, fines, penalties and other amounts payable in connection with, arising out of, or in respect of or relating to any Proceeding, including, without limitation, amounts paid in settlement in any Proceeding and all costs and expenses in complying with any judgment, order or decree issued or entered in connection with any Proceeding or any settlement agreement, stipulation or consent decree entered into or issued in settlement of any Proceeding.
“Parties” shall have the meaning set forth in the preamble.
“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, trust, governmental agency or body or any other legal entity.
“Proceeding” shall mean any threatened, pending or completed action, completed or reasonably likely claim, government, regulatory and self-regulatory action, suit, arbitration, mediation, alternate dispute resolution mechanism, formal or informal hearing, inquiry or investigation (including any internal investigation), litigation, inquiry, administrative hearing, appeal or any other actual, pending threatened or completed judicial, administrative or arbitration proceeding (including, without limitation, any such proceeding under the Securities Act of 1933, as amended, or the Exchange Act or any other federal law, state law, statute or regulation), whether brought in the right of Indemnitor or

any Affiliate thereof or otherwise, and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, arbitrative or investigative nature, in each case, in or to which Indemnitee was, is, may or will be, or is threatened to become subject or, involved, directly or indirectly, as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, by reason of any actual or alleged action taken by Indemnitee (or failure to take action by Indemnitee) or of any action or failure to take action on Indemnitee’s part while acting in his or her Corporate Status, or by reason of the fact that he is or was serving at the request of Indemnitor or any Affiliate thereof as a Director, officer, trustee, general partner, managing member, employee, fiduciary or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement may be sought as provided under this Agreement.
“Spousal Equivalent” shall mean a person who meets the following conditions: (i) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last 12 months, (ii) they intend to remain so indefinitely, (iii) neither are married to anyone else, (iv) both are at least 18 years of age and mentally competent to consent to contract, (v) they are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which they legally reside, (vi) they are jointly responsible for each other’s common welfare and financial obligations, and (vii) they have resided together in the same residence for the last 12 months and intend to do so indefinitely.
(b) For the purpose hereof, references to “fines” shall include any excise tax assessed with respect to any employee benefit plan; references to “serving at the request of Indemnitor” shall include any service as a Director, officer, employee, fiduciary or agent of Indemnitor or any enterprise which imposes duties on, or involves services by, such Director, officer, employee, fiduciary or agent with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of Indemnitor” as referred to in this Agreement.
Section 2     Indemnity in Third-Party Proceedings . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee (including Indemnitee’s spouse or Spousal Equivalent) to the maximum extent permitted by applicable law, from and against any and all Liabilities and Expenses (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) suffered or reasonably incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding (other than any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor), or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.
Section 3     Indemnity in Proceedings by or in the Right of Indemnitor . Subject to Section 7 below, Indemnitor shall indemnify and hold harmless Indemnitee, to the maximum extent permitted by applicable law, from and against any and all Expenses (including all interest, assessments and other charges

paid or payable in connection with or in respect of such Expenses) suffered or incurred (and, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding brought by or in the right of Indemnitor to procure a judgment in its favor, or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however no indemnification for Expenses shall be made under this Section 3 in respect of any claim, issue or matter between Indemnitor on the one hand and Indemnitee on the other hand as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable to Indemnitor, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to such indemnification.
Section 4     Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provisions of this Agreement, and without limiting the rights of Indemnitee under any other provision hereof, including any rights to indemnification pursuant to Sections 2 or 3 hereof, to the maximum extent permitted by applicable law, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter therein, in whole or in part, Indemnitor shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved Proceeding, claim, issue or matter. For purposes of this Section 4 and without limitation, the termination of any Proceeding or claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.
Section 5     Indemnification For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the maximum extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status or otherwise in connection with or by reason of Indemnitee’s involvement with Indemnitor or any Affiliate of Indemnitor, a witness or otherwise a participant in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses suffered or incurred (or, in the case of retainers, reasonably expected to be incurred) by Indemnitee or on Indemnitee’s behalf in connection therewith.
Section 6     Additional Indemnification . Notwithstanding any limitation in Sections 2, 3 or 4 hereof, Indemnitor shall indemnify Indemnitee to the maximum extent permitted by applicable law if Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in the right of Indemnitor to procure a judgment in its favor) against all Expenses suffered or reasonably incurred by Indemnitee in connection with such Proceeding, including but not limited to:
(a) the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL; and
(b) the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a limited liability company or a corporation, as applicable, may indemnify its officers and Directors.

Section 7     Exclusions . Notwithstanding any provision in this Agreement, Indemnitor shall not be obligated under this Agreement to indemnify or hold harmless Indemnitee in connection with any Proceeding (or any part of any Proceeding):
(a) for which payment has actually been made to or on behalf of Indemnitee under any statute, indemnity, insurance policy, vote or otherwise, except with respect to any excess beyond the amount paid, subject to any subrogation rights set forth in Section 13;
(b) for a disgorgement or accounting of profits made pursuant to Section 16(b) of the Exchange Act or similar provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement arrangements);
(c) except as provided in Section 12(d) of this Agreement, initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against Indemnitor or its Directors, officers, employees, agents or other indemnitees, unless (i) the Board authorized the Proceeding (or the relevant part of any Proceeding) prior to its initiation; (ii) Indemnitor provides the indemnification, in its sole discretion, pursuant to the powers vested in Indemnitor under applicable law; (iii) such Proceeding is being brought by Indemnitee to assert, interpret or enforce Indemnitee’s rights under this Agreement (for the avoidance of doubt, Indemnitee shall not be deemed, for purposes of this subsection, to have initiated or brought any claim by reason of (A) having asserted any affirmative defenses in connection with a claim not initiated by Indemnitee or (B) having made any counterclaim (whether permissive or mandatory) in connection with any claim not initiated by Indemnitee); or (iv) otherwise required by applicable law;
(d) if a final, non-appealable decision by a court of competent jurisdiction in the matter shall determine that such indemnification is not lawful; or
(e) for any claim, issue or matter as to which Indemnitee shall have (i) entered a plea of guilty or nolo contendere to a felony or (ii) received a final, non-appealable judgment or verdict of guilty or its equivalent in any criminal proceeding.
Section 8     Advancement . Indemnitor shall advance, to the maximum extent not prohibited by applicable law, the Expenses reasonably incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee (other than pursuant to Section 7(c)(iii) or any Proceeding initiated by Indemnitee with the prior approval of the Board as provided in Section 7(c)), and such advancement shall be made within thirty (30) days after the receipt by Indemnitor of a statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be required to be included with the invoice), whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement or otherwise than under this Agreement. Advances shall include any and all Expenses reasonably incurred pursuing an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to Indemnitor to support the advances claimed. Indemnitee shall qualify for advances upon the execution and delivery to Indemnitor of this Agreement, which shall hereby constitute an undertaking providing that Indemnitee undertakes to repay any and all amounts advanced to the extent that it is ultimately determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by Indemnitor under the terms of this Agreement, and no other form of undertaking shall be required other than the execution of this Agreement. Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(d) of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee for which indemnification of Expenses is excluded pursuant to Section 7 hereof.

Section 9     Procedure for Notification and Defense of Claim .
(a) Indemnitee shall promptly notify Indemnitor in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification hereunder following the receipt by Indemnitee of written notice thereof. The written notification to Indemnitor shall include a description of the nature of the Proceeding and, to the extent known, the facts underlying the Proceeding. To obtain indemnification under this Agreement, Indemnitee shall submit to Indemnitor a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of a Proceeding. Any delay or failure by Indemnitee to notify Indemnitor hereunder will not relieve Indemnitor from any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay or failure in so notifying Indemnitor shall not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of Indemnitor shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification.
(b) In the event Indemnitee is entitled to indemnification and/or advancement of Expenses with respect to any Proceeding, Indemnitee may, at Indemnitee’s option, (i) retain counsel (including local counsel) selected by Indemnitee and approved (which approval shall not be unreasonably withheld, conditioned or delayed) by Indemnitor to defend Indemnitee in such Proceeding, at the sole expense of Indemnitor, or (ii) have Indemnitor assume the defense of Indemnitee in such Proceeding, in which case Indemnitor shall assume the defense of such Proceeding with counsel selected by Indemnitor and approved by Indemnitee (which approval shall not be unreasonably withheld, conditioned or delayed) within ten (10) days of Indemnitor’s receipt of written notice of Indemnitee’s election to cause Indemnitor to do so. If Indemnitor is required to assume the defense of any such Proceeding, it shall engage legal counsel (including local counsel) for such defense, and Indemnitor shall be solely responsible for all fees and expenses of such counsel and otherwise of such defense. Such counsel may represent both Indemnitee and Indemnitor (and any other party or parties entitled to be indemnified by Indemnitor with respect to such matter) unless, in the reasonable opinion of counsel to Indemnitee, joint representation of all such parties could give rise to a conflict of interest between Indemnitee and Indemnitor (or any other such party or parties) or there may be legal defenses available to Indemnitee that are not available to Indemnitor (or any such other party or parties). Notwithstanding a Party’s assumption of responsibility for defense of a Proceeding, each Party shall have the right to engage separate counsel at its own expense. If Indemnitor has responsibility for defense of a Proceeding, Indemnitor shall provide the Indemnitee and its counsel with all copies of pleadings and material correspondence relating to the Proceeding. Indemnitee and Indemnitor shall reasonably cooperate in the defense of any Proceeding with respect to which indemnification is sought hereunder, regardless of whether Indemnitor or Indemnitee assumes the defense thereof. Indemnitee may not settle or compromise any Proceeding without the prior written consent of Indemnitor, which consent shall not be unreasonably withheld, conditioned or delayed. Indemnitor may not settle or compromise any Proceeding without the prior written consent of Indemnitee.
Section 10     Procedure Upon Application for Indemnification .
(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, if any determination by Indemnitor is required by applicable law with respect to Indemnitee’s entitlement thereto, such determination shall be made (i) if Indemnitee shall request such determination be

made by Independent Counsel, by Independent Counsel, and (ii) in all other circumstances, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so directed by the Board, by the members or stockholders of Indemnitor; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by Indemnitor (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and Indemnitor hereby indemnifies and agrees to hold Indemnitee harmless therefrom and agrees to pay such Expenses as they are incurred. Indemnitor will not deny any written request for indemnification hereunder made in good faith by Indemnitee unless a determination as to Indemnitee’s entitlement to such indemnification described in this Section 10(a) has been made. Indemnitor agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Liabilities and Expenses arising out of or relating to this Agreement or its engagement pursuant hereto.
(b) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a) hereof, (i) the Independent Counsel shall be selected by Indemnitor within ten (10) days of the Submission Date (the cost of such Independent Counsel to be paid by Indemnitor), (ii) Indemnitor shall give written notice to Indemnitee advising it of the identity of the Independent Counsel so selected and (iii) Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitor Indemnitee’s written objection to such selection. Such objection by Indemnitee may be asserted only on the ground that the Independent Counsel selected does not meet the requirements of “Independent Counsel” as defined in this Agreement. If such written objection is made, the Independent Counsel selected shall not serve as Independent Counsel unless and until Indemnitee withdraws the objection or a court has determined that such objection is without merit. Absent a timely objection, the person so selected shall act as Independent Counsel. If no Independent Counsel shall have been selected and not objected to before the later of (i) thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof (the “Submission Date”) and (ii) ten (10) days after the final disposition of the Proceeding, each of Indemnitor and Indemnitee shall select a law firm or member of a law firm meeting the qualifications to serve as Independent Counsel, and such law firms or members of law firms shall select the Independent Counsel. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Section 11     Presumptions and Effect of Certain Proceedings .
(a) In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by applicable law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9(a) of this Agreement, and Indemnitor shall, to the fullest extent not prohibited by applicable law, have the burden of proof to overcome

that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption. Neither (i) the failure of Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) to have made a determination that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by Indemnitor (including by its Directors, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b) Subject to Section 12(e) hereof, if the person, persons or entity empowered or selected under Section 10 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by Indemnitor of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by applicable law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if (i) the determination is to be made by Independent Counsel and Indemnitee objects to Indemnitor’s selection of Independent Counsel and (ii) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional sixty (60) days, if the determination of entitlement to indemnification is to be made by the members or stockholders of Indemnitor.
(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of Indemnitor or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
(d) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee relied in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise, or its board of directors or counsel selected by any committee of the board of directors, (iv) information or records given or reports made to the Enterprise by an independent certified public accountant, appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee thereof or (v) if the Indemnitee has met any other related standard set forth in the Governing Documents. The provisions of this Section 11(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement or otherwise.
(e) The knowledge or actions, or failure to act, of any Director, officer, employee or agent of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 12     Remedies of Indemnitee .
(a) Subject to Section 12(e) hereof, in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement is not timely made pursuant to Section 8 or 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after the later of receipt by Indemnitor of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within thirty days after a determination has been made that Indemnitee is entitled to indemnification or (B) pursuant to Sections 4 or 5 or the last sentence of Section 10(a) of this Agreement within ten (10) days after receipt by Indemnitor of a written request therefor, (v) payment of indemnification pursuant to Sections 2, 3 or 6 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that Indemnitor or any other Person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement. Alternatively, Indemnitee, at Indemnitee’s option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a). Indemnitor shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b) In the event that a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12 Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.
(c) If a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, Indemnitor shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.
(d) Indemnitor shall, to the fullest extent not prohibited by applicable law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that Indemnitor is bound by all the provisions of this Agreement. It is the intent of Indemnitor that Indemnitee not be required to incur Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement (or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor) by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Indemnitor shall indemnify Indemnitee against any and all such Expenses and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event

no later than within thirty (30) days after receipt by Indemnitor of a written request therefor) advance, to the maximum extent not prohibited by applicable law, such Expenses to Indemnitee, as they are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advancement from Indemnitor under this Agreement or under any directors’ and officers’ liability insurance policies maintained by Indemnitor or any Affiliate of Indemnitor, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the case may be.
(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal thereof; provided that, for the avoidance of doubt, in the absence of any such determination as to indemnification prior to the final disposition of such Proceeding, Indemnitor shall advance Expenses as they are incurred with respect to such Proceeding.
Section 13     Non-Exclusivity; Survival of Rights; Insurance; Subrogation .
(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, Indemnitor’s Governing Documents, any agreement, a vote of members or stockholders or a resolution of Directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee by reason of Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under Indemnitor’s Governing Documents or this Agreement, it is the intent of the Parties that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.
(b) Indemnitor hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and insurance provided by one or more Persons with whom or which Indemnitee may be associated. To the extent not in contravention of any insurance policy or policies providing liability or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, Indemnitor hereby acknowledges and agrees that (i) Indemnitor shall be the indemnitor of first resort with respect to any Proceeding, Expense, Liability or matter that is the subject of the Indemnity Obligations, (ii) Indemnitor shall be primarily liable for all Indemnity Obligations and any indemnification afforded to Indemnitee in respect of any Proceeding, Expense, Liability or matter that is the subject of Indemnity Obligations, whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii) any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or Liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of Indemnitor hereunder, (iv) Indemnitor shall be required to indemnify Indemnitee and advance Expenses or Liabilities to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person and (v) Indemnitor irrevocably waives, relinquishes and releases any other Person with whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by

Indemnitor hereunder. In the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by Indemnitor or payable under any Company insurance policy, the payor shall have a right of subrogation against Indemnitor or its insurer or insurers for all amounts so paid which would otherwise be payable by Indemnitor or its insurer or insurers under this Agreement. In no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their insurers affect the obligations of Indemnitor hereunder or shift primary liability for any Indemnity Obligation to any other Person with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with whom or which Indemnitee may be associated with respect to any Liability arising as a result of Indemnitee’s Corporate Status or capacity as an officer or Director of any Person is specifically in excess over any Indemnity Obligation of Indemnitor or any collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by Indemnitor under this Agreement. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise, subject to any subrogation right set forth in this Section 13.
(c) To the extent that Indemnitor maintains an insurance policy or policies providing liability insurance for Directors, officers, trustees, general partners, managing members, employees, fiduciaries, or agents of Indemnitor or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such Director, officer, trustee, general partner, managing member, employee, fiduciary or agent under such policy or policies and such policies shall provide for and recognize that the insurance policies are primary to any rights to indemnification, advancement or insurance proceeds to which Indemnitee may be entitled from one or more Persons with whom or which Indemnitee may be associated to the same extent as Indemnitor’s indemnification and advancement obligations set forth in this Agreement. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, Indemnitor has director and officer liability insurance in effect, Indemnitor shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. Indemnitor shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.
(d) In the event of any payment under this Agreement, Indemnitor shall not be subrogated to the rights of recovery of Indemnitee, including rights of indemnification provided to Indemnitee from any other person or entity with whom Indemnitee may be associated; provided, however, that Indemnitor shall be subrogated to the extent of any such payment of all rights of recovery of Indemnitee under insurance policies of Indemnitor or any of its subsidiaries.
(e) The indemnification and contribution provided for in this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of Indemnitee.
Section 14     Duration of Agreement; Not Employment Contract .     This Agreement shall continue until and terminate upon the latest of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a Director, officer, employee, fiduciary or agent of Indemnitor or any other Enterprise and (b) for so long as any Proceeding, including any appeal thereof, is pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding, including any appeal thereof, commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto, even after Indemnitee has ceased to serve as a director or officer of the Company or as a director, officer,

trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise, as applicable, and for one (1) year after the final termination of any such Proceeding, including any appeal, and of any proceeding commenced by Indemnitee pursuant to Section 12 relating thereto. This Agreement shall be binding upon Indemnitor and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of Indemnitor’s assets or business or into which Indemnitor may be reorganized, consolidated or merged or into which Indemnitor may elect to convert, and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. This Agreement shall not be deemed an employment contract between Indemnitor (or any of its subsidiaries or any other Enterprise) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with Indemnitor (or any of its subsidiaries or any other Enterprise), if any, is at will, and Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and Indemnitor (or any of its subsidiaries or any other Enterprise), other applicable formal severance policies duly adopted by the Board, or, with respect to service as a Director or officer of Indemnitor, by Indemnitor’s Governing Documents or Delaware law.
Section 15     Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the Parties; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
Section 16     Enforcement .
(a) Indemnitor expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a Director, officer, employee, fiduciary or agent of Indemnitor, and Indemnitor acknowledges that Indemnitee is relying upon this Agreement in serving as a Director, officer, employee, fiduciary or agent of Indemnitor.
(b) This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, among the Parties with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Governing Documents and applicable law, and shall not be deemed a substitute therefore, nor diminish or abrogate any rights of Indemnitee thereunder.
Section 17     Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties thereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver of any of the provisions of this Agreement shall be deemed to be or shall constitute a waiver of any other provision of this Agreement nor shall any waiver constitute a continuing waiver.

Section 18     Notices . All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, sent by electronic mail or otherwise delivered by hand, messenger or courier service addressed:
(a) if to Indemnitee, to Indemnitee’s address or electronic mail address as shown on the signature page of this Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or
(b) if to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Sunnova Energy International Inc., Attn: General Counsel, 20 Greenway Plaza, Suite 475, Houston, Texas 77046, or at such other current address of Indemnitor as Indemnitor shall have furnished to Indemnitee for such purposes.
Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.
Section 19     Contribution .
(a) Whether or not the indemnification provided in Sections 2, 3, 4, 5 and 6 hereof is available, in respect of any threatened, pending or completed action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), Indemnitor shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and, to the fullest extent permitted by law, Indemnitor hereby waives and relinquishes any right of contribution it may have against Indemnitee. Indemnitor shall not enter into any settlement of any action, suit or proceeding in which Indemnitor is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final and unconditional release of all claims asserted against Indemnitee.
(b) To the maximum extent permitted by applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, Indemnitor, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Liabilities or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by Indemnitor and Indemnitee as a result of the event(s) and transaction(s) giving cause to such Proceeding; and (ii) the relative fault of Indemnitor (and its Directors, officers, employees and agents) and Indemnitee in connection with such event(s) and transaction(s).
Section 20     Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the Parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Parties hereby irrevocably and

unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.
Section 21     Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the Party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.
Section 22     Miscellaneous . Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
[ Remainder of page intentionally left blank; signatures follow ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be signed as of the day and year first above written.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
	 	Name:  William J. Berger	
	 	Title:   Chairman of the Board, President and Chief Executive Officer	
	
INDEMNITEE	
	
/s/ Scott D. Steimer	
Name: Scott D. Steimer	
	
Residence Address:	
33 Park View Ave.	
Jersey City, NY 07302	
	
Email address:	
Ssteimer@ecpartners.com	
Signature Page to Indemnification Agreement

Exhibit 10.16
SUNNOVA ENERGY INTERNATIONAL INC.
2019 LONG-TERM INCENTIVE PLAN
1. Plan . This Sunnova Energy International Inc. 2019 Long-Term Incentive Plan (this “ Plan ”) was adopted by Sunnova Energy International Inc. to reward and provide incentives to certain employees and directors by enabling them to acquire awards related to shares of common stock of Sunnova Energy International Inc.
2. Definitions . As used herein, the terms set forth below shall have the following respective meanings:
“ Affiliate ” has the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations of the Exchange Act.
“ Award ” means the grant of any Option, SAR, Stock Award, Cash Award or Performance Award whether granted singly, in combination or in tandem, to a Participant pursuant to such applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of this Plan.
“ Award Agreement ” means the document (in written or electronic form) setting forth the terms, conditions and limitations applicable to an Award. Such agreement shall be written except that the Committee may, in its discretion, require or allow that the Participant electronically execute or accept such Award Agreement, or may adopt procedures for deemed acceptance of an Award without formal written or electronic acceptance. The Award Agreement is subject to the terms and conditions of the Plan.
“ Board ” means the Board of Directors of the Company.
“ Cash Award ” means an Award denominated in cash.
“ Change in Control ” means each of the following:
(i) The acquisition after the date hereof by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that the following acquisitions shall not constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, (D) any acquisition previously approved by at least a majority of the members of the Incumbent Board (as such term is hereinafter defined), (E) any acquisition approved by at least a majority of the members of the Incumbent Board within five business days after the Company has notice of such acquisition, or (F) any acquisition by any corporation pursuant to a transaction which complies with clauses (1), (2), and (3) of subsection (iii) of this definition; or
(ii) Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, appointment or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for purposes of this definition, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or

(iii) The consummation of a reorganization, share exchange, merger (a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 70% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction will own the Company through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) will beneficially own, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination or were elected, appointed or nominated by the Board; or
(iv) (1) Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company or (2) the sale or other disposition of all or substantially all of the assets of the Company, other than to a corporation, with respect to which following such sale or other disposition, (A) more than 70% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such sale or other disposition in substantially the same proportion as their ownership, immediately prior to such sale or other disposition, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) less than 20% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors will be beneficially owned, directly or indirectly, by any Person (excluding any employee benefit plan (or related trust) of the Company or such corporation), except to the extent that such Person owned 20% or more of the Outstanding Company Common Stock or Outstanding Company Voting Securities prior to the sale or disposition, and (C) at least a majority of the members of the board of directors of such corporation were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such sale or other disposition of assets of the Company or were elected, appointed or nominated by the Board.
“ Code ” means the Internal Revenue Code of 1986, as amended from time to time. Reference to a specific section of the Code or regulation thereunder will include such section or regulation, any valid regulation promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation.
“ Committee ” means (i) the Compensation Committee of the Board or (ii) such other committee of the Board as is designated by the Board to administer this Plan or (iii) to the extent contemplated hereby, the Board.
“ Common Stock ” means the common stock, par value $0.0001 per share, of the Company.
“ Company ” means Sunnova Energy International Inc., a Delaware corporation.
“ Consultant ” means any natural person, including an advisor, engaged by the Company or Subsidiary to render bona fide services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided, further, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.
“ Director ” means an individual serving as a member of the Board.

“ Dividend Equivalents ” means, with respect to the shares of Common Stock subject to a Stock Award other than Restricted Stock, an amount equal to all dividends and other distributions (or the economic equivalent thereof) that are payable to stockholders of record during the Restriction Period on a like number of shares of Common Stock.
“ Employee ” means an employee of the Company or any of its Subsidiaries.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time.
“ Fair Market Value ” means, as of any date, the value of a share, determined as follows:
(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market of The NASDAQ Stock Market, its Fair Market Value will be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system on the day of determination, as reported by such source as the Committee determines to be reliable;
(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share will be the mean between the high bid and low asked prices for the Common Stock on the day of determination (or, if no bids and asks were reported on that date on the last Trading Day such bids and asks were reported), as reported by such source as the Committee determines to be reliable;
(iii) For any Awards granted on the Registration Date, the Fair Market Value will be the initial price to the public set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company’s Common Stock; or
(iv) Absent an established market for the Common Stock, the Fair Market Value will be determined in good faith by the Committee.
Notwithstanding the foregoing, if the determination date for the Fair Market Value occurs on a weekend, holiday or other non-Trading Day, the Fair Market Value will be the price as determined under subsections (i) through (ii) above on the immediately preceding Trading Day, unless otherwise determined by the Committee. In addition, for purposes of determining the fair market value of shares for any reason other than the determination of the Exercise Price of Options or Stock Appreciation Rights, fair market value will be determined by the Committee in a manner compliant with applicable laws and applied consistently for such purpose. Note that the determination of fair market value for purposes of tax withholding may be made in the Committee’s sole discretion subject to applicable laws and is not required to be consistent with the determination of Fair Market Value for other purposes.
“ Incentive Option ” means an Option that is intended to comply with the requirements set forth in Section 422 of the Code and that is designated as an Incentive Stock Option by the Committee.
“ Nonemployee Director ” means a Director who is not an Employee.
“ Nonqualified Stock Option ” means an Option that is not an Incentive Option.
“ Option ” means a right to purchase a specified number of shares of Common Stock at a specified price, which is either an Incentive Option or a Nonqualified Stock Option.
“ Participant ” means an Employee, Consultant or Nonemployee Director to whom an Award has been made under this Plan.
“ Performance Award ” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Committee may determine and which will be settled for cash, shares or other securities or a combination of the foregoing under Section 7.
“ Person ” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

“ Prior Plans ” means the Stock Option Plan of Sunnova Energy Corporation, as thereafter amended and the 2013 Stock Option Plan of Sunnova Energy Corporation.
“ Registration Date ” means the effective date of the first registration statement filed by the Company and declared effective under Section 12(b) of the Exchange Act, with respect to the initial public offering of the Company’s Common Stock.
“ Restricted Stock ” means any Common Stock that is restricted or subject to forfeiture provisions.
“ Restricted Stock Unit ” means a right to receive a share of Common Stock or the value thereof on such terms and conditions as may be established by the Committee.
“ Restriction Period ” means a period of time beginning as of the date upon which a Stock Award is made pursuant to this Plan and ending as of the date upon which the Common Stock subject to such Stock Award is deliverable or no longer restricted or such Stock Award is no longer subject to forfeiture provisions.
“ Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act, or any successor rule.
“ SAR ” means a right to receive a payment, in cash or Common Stock, equal to the excess of the Fair Market Value or other specified valuation of a specified number of shares of Common Stock on the date the right is exercised over a specified strike price, in each case, as determined by the Committee.
“ Stock Award ” means an award in the form of shares of Common Stock or units denominated in shares of Common Stock, including Restricted Stock and Restricted Stock Units. For the avoidance of doubt, a Stock Award does not include an Option or SAR.
“ Subsidiary ” means (i) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing more than 50% of the combined voting power of the shares of all classes or series of capital stock of such corporation which have the right to vote generally on matters submitted to a vote of the stockholders of such corporation and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns more than 50% of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise).
“ Trading Day ” means a day on which the applicable stock exchange or national market system is open for trading.
“ Voting Stock ” shall mean stock of any class or kind having the power to vote generally for the election of Directors.
3. Eligibility . All Employees, Consultants and Nonemployee Directors are eligible for Awards under this Plan in the sole discretion of the Committee.
4. Common Stock Available for Awards .
(a) Subject to the provisions of Section 14 hereof, there shall be available for Awards under this Plan granted wholly or partly in Common Stock (including rights or Options that may be exercised for or settled in Common Stock) an aggregate of 5,229,318 shares of Common Stock, all of which may be granted as Incentive Options. The number of shares of Common Stock that are the subject of Awards under this Plan or the Prior Plans, that are forfeited or terminated, expire unexercised, are settled in cash in lieu of Common Stock or are exchanged for Awards that do not involve Common Stock, shall again immediately become available for additional Awards hereunder. Notwithstanding the foregoing, the following shares of Common Stock may not again be made available for issuance as Awards under this Plan: (i) shares of Common Stock not issued or delivered as a result of the net settlement of a stock-settled SAR or Option, (ii) shares of Common Stock used to pay the exercise price or withholding taxes related to outstanding Awards, or (iii) shares of Common Stock repurchased on the open market with the proceeds of the option exercise price. Shares of Common Stock delivered under the Plan as an Award or in settlement of an Award issued or made (a) upon the assumption, substitution, conversion, or replacement of outstanding awards under a plan or arrangement of an entity acquired in a merger or other acquisition or (b) as a post-transaction grant under such a plan or arrangement of an acquired entity shall not reduce or be counted against the maximum number of shares of Common Stock available for delivery under the Plan, to the extent that the exemption for transactions in connection with

mergers and acquisitions from the shareholder approval requirements of the securities exchange on which Common Stock is principally traded, if any), for equity compensation plans applies. The Board and the appropriate officers of the Company shall from time to time take whatever actions are necessary to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to ensure that shares of Common Stock are available for issuance pursuant to Awards.
(b) Subject to the provisions of Section 14 of the Plan, the number of shares available for issuance under the Plan will be increased on the first day of each fiscal year beginning with the 2020 fiscal year, in an amount equal to the lesser of (i) a number of shares such that the total number of shares that remain available for additional grants under the Plan equals five percent (5%) of the outstanding shares of all classes of the Company’s common stock on the last day of the immediately preceding fiscal year or (ii) such number of shares determined by the Board.
5. Administration .
(a) Except as otherwise provided in this Plan with respect to actions or determinations by the Board, this Plan shall be administered by the Committee. To the extent required in order for Awards to be exempt from Section 16 of the Exchange Act by virtue of the provisions of Rule 16b-3, (i) the Committee shall consist of at least two members of the Board who meet the requirements of the definition of “non-employee director” set forth in Rule 16b-3 (b)(3)(i) promulgated under the Exchange Act or (ii) Awards may be granted by, and this Plan may be administered by, the Board.
(b) Subject to the provisions hereof, the Committee shall have full and exclusive power and authority to administer this Plan and to take all actions that are specifically contemplated hereby or are necessary or appropriate in connection with the administration hereof. The Committee shall also have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or proper. The Committee may, in its discretion, provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions contained in an Award, waive any restriction or other provision of this Plan or an Award or otherwise amend or modify an Award in any manner that is either (i) not adverse to the Participant to whom such Award was granted or (ii) consented to by such Participant. Notwithstanding the foregoing, except in connection with a transaction involving the Company or its capitalization (as provided in Section 14), the terms of outstanding Awards may not be amended without approval of the stockholders of the Company to (i) reduce the exercise price of outstanding Options or SARs or (ii) cancel, exchange, substitute, buyout or surrender outstanding Options or SARs in exchange for cash or other Awards when the exercise price per share of the original Options or SARs exceeds the Fair Market Value of one share of Common Stock, (iii) take any other action with respect to an Option or SAR that would be treated as a repricing under the rules and regulations of the principal national securities exchange on which the shares of Common Stock are listed or (iv) permit the grant of any Options or SARs that contains a so-called “reload” feature under which additional Options, SARs or other Awards are granted automatically to the Participant upon exercise of the original Option or SAR. The Committee may make an Award to an individual who it expects to become an Employee, or Nonemployee Director of the Company or any of its Subsidiaries within the next six months, with such award being subject to the individual actually becoming an Employee or Nonemployee Director, as applicable, within such time period, and subject to such other terms and conditions as may be established by the Committee. The Committee may correct any defect or supply any omission or reconcile any inconsistency in this Plan or in any Award in the manner and to the extent the Committee deems necessary or desirable to further the purposes of this Plan. Any decision of the Committee in the interpretation and administration of this Plan shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned.
(c) No member of the Committee or the Board or officer of the Company to whom the Committee has delegated authority in accordance with the provisions of Section 6 of this Plan shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.
6. Delegation of Authority . To the extent allowed by applicable law, the Committee may delegate to the Chief Executive Officer, to other senior officers of the Company or to other committees of the Board its duties under this Plan pursuant to such conditions or limitations as the Committee may establish, except that the Committee may not delegate the authority to grant Awards to, or take other action with respect to, Participants who are subject to Section 16 of the Exchange Act.

7. Employee Awards . The Committee shall determine the type or types of Awards to be made under this Plan and shall designate from time to time the Employees who are to be the recipients of such Awards. Each Award may be embodied in an Award Agreement, which shall contain such terms, conditions and limitations as shall be determined by the Committee in its sole discretion, including any treatment upon a Change in Control, and shall be accepted by the Participant to whom the Award is made. Awards may consist of those listed in this Section 7 and may be granted singly, in combination or in tandem. Awards may also be made in combination or in tandem with, in replacement of, or as alternatives to, grants or rights under this Plan or any other employee plan of the Company or any of its Subsidiaries, including the plan of any acquired entity. All or part of an Award may be subject to conditions established by the Committee, which may include, but are not limited to, continuous service with the Company, its Affiliates and Subsidiaries, achievement of specific performance or business objectives. Upon the termination of service with the Company, its Affiliates and Subsidiaries of a Participant, any unexercised, deferred, unvested or unpaid Awards shall be treated as set forth in the applicable Award Agreement.
(a) Stock Option . An Award may be in the form of an Option. An Option awarded pursuant to this Plan may consist of an Incentive Option or a Nonqualified Option. The price at which a share of Common Stock may be purchased upon the exercise of an Option shall be not less than the Fair Market Value of the Common Stock on the date of grant. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Options awarded pursuant to this Plan, including the term of any Options and the date or dates upon which they become exercisable, shall be determined by the Committee. Only Employees may be granted Incentive Options. The term of Options shall not exceed ten years from the date of grant; provided , however , if the term of a Nonqualified Stock Option expires when trading in the Common Stock is prohibited by applicable law or at a time in which there is a blackout period or restriction period under the Company’s insider trading policy or practices (as then in effect), then the term of such Nonqualified Stock Option shall expire on the 30th day after the expiration of such prohibition.
(b) Stock Appreciation Right . An Award may be in the form of a SAR. The per share strike price for a SAR shall be not less than the Fair Market Value of the Common Stock on the date on which the SAR is granted. The terms, conditions and limitations applicable to any SARs awarded pursuant to this Plan, including the term of any SARs, whether the SAR will be settled in cash or stock and the date or dates upon which they become exercisable, shall be determined by the Committee. The term of SARs shall not exceed ten years from the date of grant; provided , however , if the term of a SAR expires when trading in the Common Stock is prohibited by applicable law or at a time in which there is a blackout period or restriction period under the Company’s insider trading policy or practices (as then in effect), then the term of such SAR shall expire on the 30th day after the expiration of such prohibition.
(c) Stock Award . An Award may be in the form of a Stock Award. The terms, conditions and limitations applicable to any Stock Awards granted pursuant to this Plan shall be determined by the Committee.
(d) Cash Award . An Award may be in the form of a Cash Award. The terms, conditions and limitations applicable to any Cash Awards granted pursuant to this Plan shall be determined by the Committee.
(e) Performance Award . Without limiting the type or number of Awards that may be made under the other provisions of this Plan, an Award may be in the form of a Performance Award. The amount of cash or shares payable or vested pursuant to Performance Awards may be adjusted upward or downward, either on a formula or discretionary basis or any combination, as the Committee determines. Subject to the foregoing provisions, the terms, conditions and limitations applicable to any Performance Awards made pursuant to this Plan shall be determined by the Committee.
8. Director Awards . The Committee may grant Awards to Nonemployee Directors from time to time in accordance with this Section 8. Such Awards may consist of the forms of Award described in Section 7, other than Incentive Options, and shall be granted subject to such terms and conditions as specified in Section 7. No Nonemployee Director may be granted during any calendar year Awards having a fair value determined on the date of grant when added to all cash compensation paid to the Nonemployee Director (in his capacity as Nonemployee Director) during the same calendar year in excess of $500,000.
9. Payment of Awards .
(a) General . Payment of Awards may be made in the form of cash or Common Stock, or a combination thereof, and may include such restrictions as the Committee shall determine, including, in the case of Common Stock, restrictions on transfer and forfeiture provisions. If payment of an Award is made in the form of Restricted Stock, the right to receive such shares shall be evidenced by book entry registration or in such other manner as the Committee may determine. Any statement of ownership evidencing such Restricted Stock shall contain appropriate legends and restrictions that describe the terms and conditions of the restrictions applicable thereto.

(b) Dividends and Dividend Equivalents . In the discretion of the Committee, rights to dividends or Dividend Equivalents may be extended to and made part of any Stock Award. No Dividend Equivalents may be paid in respect of an Award of Options or SARs.
10. Stock Option Exercise . The price at which shares of Common Stock may be purchased under an Option shall be paid in full at the time of exercise in cash or, if elected by the optionee, the optionee may purchase such shares by means of tendering Common Stock valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for Participants to tender Common Stock. The Committee may provide for procedures to permit the exercise or purchase of such Awards by foregoing the delivery of shares of Common Stock otherwise deliverable upon the exercise of the Option or by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award.
11. Taxes . The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by (i) the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award or (ii) withholding from the shares otherwise deliverable under the Award, in either case with respect to which withholding is required, up to the maximum tax rate applicable to the Participant, as determined by the Committee. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued based on the Fair Market Value when the tax withholding is required to be made.
12. Amendment, Modification, Suspension or Termination . The Board may amend, modify, suspend or terminate this Plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law, except that (i) no amendment or alteration that would adversely affect the rights of any Participant under any Award previously granted to such Participant shall be made without the consent of such Participant and (ii) no amendment or alteration shall be effective prior to its approval by the stockholders of the Company to the extent such approval is then required pursuant to Rule 16b-3 in order to preserve the applicability of any exemption provided by such rule to any Award then outstanding (unless the holder of such Award consents) or to the extent stockholder approval is otherwise required by applicable legal requirements.
13. Assignability .
(a) Unless otherwise determined by the Committee and provided in the Award Agreement, no Award or any other benefit under this Plan constituting a derivative security within the meaning of Rule 16a-1(c) under the Exchange Act shall be assignable or otherwise transferable except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order in a form acceptable to the Committee. The Committee may prescribe and include in applicable Award Agreements other restrictions on transfer. Any attempted assignment of an Award or any other benefit under this Plan in violation of this Section 13 shall be null and void.
(b) Subject to approval by the Committee in its sole discretion, other than with respect to Incentive Options, all or a portion of the Awards granted to a Participant under this Plan may be transferable by the Participant, to the extent and only to the extent specified in such approval, to (a) the spouse, children or grandchildren (including adopted and stepchildren and grandchildren) of the Participant (“Immediate Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Members and, if applicable, the Participant or (c) a partnership or partnerships in which such Immediate Family Members and, if applicable, the Participant are the only partners. Subsequent transfers of transferred Awards shall be prohibited except by will or the laws of descent and distribution, unless such transfers are made to the original Participant or a person to whom the original Participant could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and except as otherwise provided herein, the term “Participant” shall be deemed to refer to the transferee. No transferred Options shall be exercisable unless arrangements satisfactory to the Company have been made to satisfy any tax withholding obligations the Company may have with respect to the Options. The consequences of termination of employment or service shall continue to be applied with respect to the original Participant, following which the Awards shall be exercisable by the transferee only to the extent and for the periods specified in this Plan and the Award Agreement.

14. Adjustments .
(a) The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the capital stock of the Company or its business or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock (whether or not such issue is prior to, on a parity with or junior to the Common Stock) or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.
(b) In the event of any subdivision or consolidation of outstanding shares of Common Stock, declaration of a dividend payable in shares of Common Stock or other stock split, the adoption by the Company of any plan of exchange affecting the Common Stock or any distribution to holders of Common Stock of securities or property (other than normal cash dividends or dividends payable in Common Stock), (i) the number of shares of Common Stock reserved under this Plan, (ii) the number of shares of Common Stock covered by Awards in the form of Common Stock or units denominated in Common Stock, (iii) the exercise or other price in respect of such Awards, and (iv) the appropriate Fair Market Value and other price determinations for such Awards shall each be proportionately adjusted by the Committee to reflect such event; provided that such adjustments shall only be such as are necessary to maintain the proportionate interest of the holders of the Awards and preserve, without exceeding, the value of such Awards.
(c) In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee may make such adjustments to outstanding Awards or other provisions for the disposition of outstanding Awards as it deems equitable, and shall be authorized, in its discretion, (i) to provide for the substitution of a new Award or other arrangement (which, if applicable, may be exercisable for such property or stock as the Committee determines) for an outstanding Award or the assumption of an outstanding Award, regardless of whether in a transaction to which Section 424(a) of the Code applies, (ii) to provide, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, the outstanding Award and, if the transaction is a cash merger, to provide for the termination of any portion of the Award that remains unexercised at the time of such transaction or (iii) to provide for the acceleration of the vesting and exercisability of an outstanding Award and the cancellation thereof in exchange for such payment of such cash or property as shall be determined by the Committee in its sole discretion, which for the avoidance of doubt in the case of Options or SARs (whether stock- or cash-settled) shall be the excess, if any, of the Fair Market Value of the shares of Common Stock subject to the Option or SAR on such date over the aggregate exercise price of such Award; provided , however , that no such adjustment shall increase the aggregate value of any outstanding Award. No adjustment or substitution pursuant to this Section 14 shall be made in a manner that results in noncompliance with Section 409A of the Code, to the extent applicable.
15. Change in Control . The consequences of a Change in Control on any outstanding Award shall be determined by the Committee and may be reflected in the applicable Award Agreement, or may be as provided in an individual severance or employment agreement to which a Participant is a party.
16. Restrictions .
(a) No Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the shares under any U.S. federal or state law, any non-U.S. law, or the rules and regulations of the Securities and Exchange Commission, the stock exchange on which shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.
(b) It is the intent of the Company that grants of Awards under this Plan comply with Rule 16b-3 with respect to individuals subject to Section 16 of the Exchange Act unless otherwise provided herein or in an Award Agreement and that any ambiguities or inconsistencies in the construction of such an Award or this Plan be interpreted to give effect to such intention. Certificates evidencing shares of Common Stock delivered under this Plan (to the extent that

such shares are so evidenced) may be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or transaction reporting system upon which the Common Stock is then listed or to which it is admitted for quotation and any applicable federal or state securities law. The Committee may cause a legend or legends to be placed upon such certificates (if any) to make appropriate reference to such restrictions. The Committee may also impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant, other subsequent transfers by the Participant of any shares of Common Stock issued as a result of or under an Award, or the exercise of Options and SARs, including without limitation, restrictions under an insider trading policy.
17. Unfunded Plan . Insofar as it provides for Awards of cash, Common Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to an Award of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. Neither the Company nor the Board nor the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.
18. Section  409A of the Code . All Awards under this Plan are intended either to be exempt from, or to comply with the requirements of Section 409A, and this Plan and all Awards shall be interpreted and operated in a manner consistent with that intention. Notwithstanding anything in this Plan to the contrary, if any Plan provision or Award under this Plan would result in the imposition of an applicable tax under Section 409A, that Plan provision or Award shall be reformed to avoid imposition of the applicable tax and no such action shall be deemed to adversely affect the Participant’s rights to an Award.
19. Governing Law . This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Delaware.
20. Clawback . To the extent required by applicable law or any applicable securities exchange listing standards, or as otherwise determined by the Committee, Awards and amounts paid or payable pursuant to or with respect to Awards shall be subject to the provisions of any clawback policy implemented by the Company, which clawback policy may provide for forfeiture, repurchase or recoupment of Awards and amounts paid or payable pursuant to or with respect to Awards. Notwithstanding any provision of this Plan or any Award Agreement to the contrary, the Company reserves the right, without the consent of any Participant, to adopt any such clawback policies and procedures.
21. No Right to Employment or Continued Service . Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or a Subsidiary to terminate any Participant’s employment or other service relationship at any time, nor confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Company or any Subsidiary. Further, nothing in this Plan or an Award Agreement constitutes any assurance or obligation of the Board to nominate any Nonemployee Director for re-election by the Company’s stockholders. In accepting the Award under the Plan, each Participant acknowledges that:
(a) The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan and this Award Agreement.
(b) The Award is a one-time benefit and does not create any contractual or other right to receive an award or benefits in lieu of an award in the future; future awards, if any, will be at the sole discretion of the Company.
(c) The Participant is voluntarily participating in the Plan.
(d) An Award is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Employer, and which is outside the scope of the Participant’s employment contract, if any.

(e) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or the Employer.
(f) The Award will not be interpreted to form an employment contract or relationship with the Company; and furthermore, the Award will not be interpreted to form an employment contract with any Subsidiary.
(g) This Agreement shall not confer upon the Participant any right to continuation of employment by the Company, nor shall this Agreement interfere in any way with the Company’s right to terminate the Participant’s employment at any time, as may be permitted under local law.
(h) The future value of the underlying shares of Common Stock is unknown and cannot be predicted with certainty.
(i) If the Award vests and the Participant obtains shares of Common Stock, the value of those shares acquired may increase or decrease in value.
(j) In consideration of the grant of an Award, no claim or entitlement to compensation or damages shall arise from termination of the Award or diminution in value of the Award or shares of Common Stock acquired upon settlement of the Award resulting from termination of the Participant’s employment (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and his employer (if different) from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant will be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim.
(k) Except as may be expressly provided otherwise in the applicable Award Agreement, in the event of involuntary termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s right to receive the Award and vest under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); furthermore, in the event of involuntary termination of employment (whether or not in breach of local labor laws), Participant’s right to receive shares of Common Stock pursuant to an Award after termination of employment, if any, will be measured by the date of termination of Participant’s active employment and will not be extended by a notice period mandated under local law; the Committee shall have the exclusive discretion to determine when the Participant is no longer actively employed for purposes of the award of the Award.
(l) Except as provided in the Plan, the Award and benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.
22. Successors . All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company by merger, consolidation or otherwise. For the avoidance of doubt, nothing contained in the Plan is intended to amend or abrogate a Participant’s rights under an employment agreement with the Company.
23. Non-United States Participants . The Board or Committee may grant Awards to individuals outside the United States under such terms and conditions as may, in the judgment of the Board or Committee, as applicable, be necessary or advisable to comply with the laws of the applicable foreign jurisdictions and, to that end, may establish sub-plans, modified vesting, exercise or settlement procedures and other terms and procedures. Notwithstanding the above, neither the Board nor the Committee may take any actions under this Plan, and no Awards shall be granted, that would violate the Securities Exchange Act of 1934, the Code or any other applicable law.
24. Effectiveness . This Plan, as approved by the Board on July 10, 2019, shall be effective as of the Registration Date. This Plan shall continue in effect for a term of ten years after the Registration Date, unless sooner terminated by action of the Board. The Plan was approved by the holders of a majority of shares of Common Stock effective as of July 24, 2019.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed by its duly authorized officer.

SUNNOVA ENERGY INTERNATIONAL INC.	
		
By:	 	/s/ William J. Berger	
Name:	 	William J. Berger	
Title:	 	Chairman of the Board, President and Chief Executive Officer	

Exhibit 10.17
SUNNOVA ENERGY INTERNATIONAL INC.
2013 STOCK OPTION PLAN
(As Amended and Restated Effective July 29, 2019)
 
1.	General .	
(a) Eligible Option Recipients . The persons eligible to receive Options are Employees and Directors.
(b) Available Options . The Plan provides for the grant of Nonstatutory Stock Options.
(c) General Purpose . The Company, by means of the Plan, seeks to secure and retain the services of the group of persons eligible to receive Options as set forth in Section l(a), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means by which such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Options. The Plan was originally adopted as the 2013 Stock Option Plan of Sunnova Energy Corporation, and was amended and restated and assumed by the Company in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, by and among the Company, Sunnova Energy Corporation and Sunnova Merger Sub Inc. dated as of July 29, 2019.
(d) No Further Grants . No Options may be granted under the Plan on or after the Restatement Date. On and after the Restatement Date, the Plan exists solely to govern the administration of Options granted prior to the Restatement Date.
(e) Defined Terms . Capitalized terms are defined in Section 12.
 
2.	Administration .	
(a) Administration by Board . The Board shall administer the Plan; provided that as of the Effective Date, the Committee shall administer the Plan (and references in this Plan to the Board shall thereafter be to the Committee).
(b) Powers of Board . The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:
 
 	(i)	To determine from time to time (A) which of the persons eligible under the Plan shall be granted Options; (B) when and how each Option shall be granted; (C) what type or combination of types of Option shall be granted; (D) the provisions of each Option granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant to an Option; (E) the number of shares of Common Stock with respect to which an Option shall be granted to each such person; and (F) the Fair Market Value applicable to an Option.	
 
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 	(ii)	To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan or Option fully effective.	
 
 	(iii)	To settle all controversies regarding the Plan and Options granted under it.	
 
 	(iv)	To accelerate the time at which an Option may first be exercised or the time during which an Option or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Option stating the time at which it may first be exercised or the time during which it will vest.	
 
 	(v)	To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligations under any Option granted while the Plan is in effect except with the written consent of the affected Option Holder.	
 
 	(vi)	To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Options under Section 409A of the Code and/or to bring the Plan or Options granted under the Plan into compliance therewith, subject to the limitations, if any, of applicable law. However, except as provided in Section 8(a) relating to Capitalization Adjustments, to the extent required by applicable law or listing requirements, stockholder approval shall be required for any amendment of the Plan that either (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Options under the Plan, (C) materially increases the benefits accruing to Option Holders under the Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (D) materially extends the term of the Plan, or (E) expands the types of awards available for issuance under the Plan. Except as provided above, rights under any Option granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Company requests the consent of the affected Option Holder, and (2) such Option Holder consents in writing.	
 
 	(vii)	To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding incentive stock options or (C) Rule 16b-3.	
 
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 	(viii)	To approve the form of Option Agreement for use under the Plan and to amend the terms of any one or more Options, including, but not limited to, amendments to provide terms more favorable to the Option Holder than previously provided in the Option Agreement, subject to any specified limits in the Plan that are not subject to Board discretion.	
 
 	(ix)	Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and that are not in conflict with the provisions of the Plan or the Options.	
 
 	(x)	To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees and Directors who are foreign nationals or employed outside the United States.	
 
 	(xi)	To effect, at any time and from time to time, with the consent of any adversely affected Option Holder, (A) the reduction of the exercise price of any outstanding Option under the Plan; (B) the cancellation of any outstanding Option under the Plan and the grant in substitution therefor of (1) a new Option under the Plan or another equity plan of the Company covering the same or a different number of shares of Common Stock, (2) cash and/or (3) other valuable consideration (as determined by the Board, in its sole discretion); or (C) any other action that is treated as a repricing under generally accepted accounting principles.	
(c) Delegation to Committee . The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated, except any actions with respect to matters that under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the shares of Common Stock are listed, quoted or traded are required to be determined in the sole discretion of the Compensation Committee.
(d) Effect of Board ’ s Decision . All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.
 
3.	Shares Subject to the Plan .	
(a) Share Reserve . Subject to the provisions of Section 8(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock of the Company that may be issued pursuant to Options after the Effective Date shall not exceed 26,032 shares. For clarity, the limitation in this Section 3(a) is a limitation on the number of shares of Common Stock that
 
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may be issued pursuant to the Plan and does not limit the granting of Options. Shares may be issued in connection with a merger or acquisition as permitted by, as applicable, NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable stock exchange rule, and such issuance shall not reduce the number of shares available for issuance under the Plan. Furthermore, if an Option expires or otherwise terminates without having been exercised in full, such expiration or termination shall not reduce (or otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan.
(b) Reversion of Shares to the Share Reserve . If any shares of Common Stock issued pursuant to an Option are forfeited back to the Company because of the failure to meet a contingency or condition required to vest such shares in the Option Holder, then the shares that are forfeited shall revert to and again become available for issuance under the Plan. Any shares reacquired by the Company pursuant to Section 5(m) or as consideration for the exercise of an Option shall again become available for issuance under the Plan.
(c) Source of Shares . The stock issuable under the Plan shall be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market or otherwise.
 
4.	Eligibility 1 . . Options may be granted to Employees and Directors; provided, however Options may not be granted to Employees and Directors who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405 promulgated under the Securities Act, unless the stock underlying such Option is treated as “service recipient stock” under Section 409A of the Code because the Options are granted pursuant to a Corporate Transaction or unless such Options comply with the distribution requirements of Section 409A of the Code.	
 
5.	Option Provisions . Each Option Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical; provided, however, that each Option Agreement shall conform to (through incorporation of provisions hereof by reference in the applicable Option Agreement or otherwise) the substance of each of the following provisions:	
(a) Term . No Option shall be exercisable after the expiration often (10) years from the date of its grant or such shorter period specified in the Option Agreement
(b) Exercise Price . The exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Option if such Option is granted pursuant to an assumption of or substitution for another option pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code.
(c) Manner of Exercise . An Option Holder may exercise an Option by providing written notice of such exercise to the Company by submitting the notice of exercise in the form set forth by the Company from time to time. The date upon which such notice is received by the Company shall be the exercise date for the Options.
 
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(d) Purchase Price for Options . The purchase price of Common Stock acquired pursuant to the exercise of an Option shall be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board shall have the authority to grant Options that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The permitted methods of payment are as follows:
 
 	(i)	check, bank draft, wire transfer or money order payable to the Company;	
 
 	(ii)	by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;	
 
 	(iii)	by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company shall accept cash or other payment from the Option Holder to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; provided, further, that shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Option Holder as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or	
 
 	(iv)	in any other form of legal consideration that may be acceptable to the Board.	
(e) Transferability of Options . The Board may, in its sole discretion, impose such limitations on the Transferability of Options as the Board shall determine. In the absence of such a determination by the Board to the contrary an Option shall not be transferable except by will or by the laws of descent and distribution. The Board may, in its sole discretion, permit Transfer of the Option in a manner that is not prohibited by applicable tax and securities laws upon the Option Holder’s request. Except as explicitly provided herein or approved by the Board, an Option may not be Transferred for consideration. If an Option is Transferred in violation of the Plan or the Option the Option Holder’s right to exercise the Option shall terminate immediately upon such Transfer.
(f) Beneficiary Designation . Notwithstanding the foregoing, the Option Holder may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises, designate a third party who, in the event of the death of the Option Holder, shall thereafter be entitled to exercise the Option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the Option Holder’s estate shall be entitled to exercise the Option and receive the Common Stock or other consideration resulting from such exercise.
 
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(g) Vesting Generally . The total number of shares of Common Stock subject to an Option may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary_ The provisions of this Section S(g) are subject to any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised.
(h) Termination of Continuous Service . Except as otherwise provided in the applicable Option Agreement or other agreement between the Option Holder and the Company, in the event that an Option Holder’s Continuous Service terminates (other than upon the Option Holder’s death or Disability):
 
 	(i)	If the Option Holder’s Continuous Service is terminated by the Company without Cause, the Option Holder may exercise his or her Option (to the extent that the Option Holder was entitled to exercise such Option as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date thirty (30) days following the termination of the Option Holder’s Continuous Service by the Company without Cause (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement If, after termination of Continuous Service by the Company without Cause, the Option Holder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate; or	
 
 	(ii)	If the Option Holder’s Continuous Service is terminated for any other reason, the Option shall terminate simultaneously with the termination of Continuous Service.	
( i ) Extension of Termination Date . If the exercise of an Option following the termination of the Option Holder’s Continuous Service (other than upon the Option Holder’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of a total period of ninety (90) days (that need not be consecutive) after the termination of the Option Holder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option as set forth in the Option Agreement. In addition, unless otherwise provided in an Option Holder’s Option Agreement, if the sale of any Common Stock received upon exercise of an Option following the termination of the Option Holder’s Continuous Service would violate the Company’s insider trading policy, then the Option shall terminate on the earlier of (i) the expiration of a period equal to the applicable post - termination exercise period after the termination of the Option Holder’s Continuous Service during which the exercise of the Option would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option as set forth in the applicable Option Agreement
 
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(j) Disability of Option Holder . Except as otherwise provided in the applicable Option Agreement or other agreement between the Option Holder and the Company, if an Option Holder’s Continuous Service terminates as a result of the Option Holder’s Disability, the Option Holder may exercise his or her Option (to the extent that the Option Holder was entitled to exercise such Option as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date one hundred twenty (120) days following such termination of Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination of Continuous Service, the Option Holder does not exercise his or her Option within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.
(k) Death of Option Holder . Except as otherwise provided in the applicable Option Agreement or other agreement between the Option Holder and the Company, if (i) an Option Holder’s Continuous Service terminates as a result of the Option Holder’s death, or (ii) the Option Holder dies within the period (if any) specified in the Option Agreement after the termination of the Option Holder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Option Holder was entitled to exercise such Option as of the date of death) by the Option Holder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Option Holder’s death, but only within the period ending on the earlier of (i) the date one hundred twenty (120) days following the date of death (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement If, after the Option Holder’s death, the Option is not exercised within the time specified herein or in the Option Agreement (as applicable), the Option shall terminate.
(l) Non-Exempt Employees . No Option, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended (the “FLSA”), shall be first exercisable for any shares of Common Stock until at least six (6) months following the date of grant of the Option. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, P.L. 106-202, (i) upon the Option Holder’s death or Disability, (ii) upon a Corporate Transaction in which such Option is not assumed, continued, or substituted, or (iii) upon the Option Holder’s retirement (as such term may be defined in the Option Holder’s Option Agreement or in another applicable agreement or in accordance with the Company’s then current employment policies and guidelines), any such vested Options may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option will be exempt from his or her regular rate of pay for purposes of the FLSA.
(m) Early Exercise . The Option may, but need not, include a provision whereby the Option Holder may elect at any time before the Option Holder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board
 
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determines to be appropriate. The Company shall not be required to exercise its repurchase right until at least six (6) months (or such longer or shorter period of time required to avoid classification of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement.
 
6.	Covenants of the Company .	
(a) Availability of Shares . During the terms of the Options, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Options.
(b) Securities Law Compliance . The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Option or any Common Stock issued or issuable pursuant to any such Option. If, after commercially reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Options unless and until such authority is obtained. An Option Holder shall not be eligible for the grant of an Option or the subsequent issuance of Common Stock pursuant to the Option if such grant or issuance would be in violation of any applicable securities law.
(c) No Obligation to Notify or Minimize Taxes . The Company shall have no duty or obligation to any holder of an Option to advise such holder as to the time or manner of exercising such Option. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Option or a possible period in which the Option may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Option to the holder of such Option.
 
7.	Miscellaneous .	
(a) Use of Proceeds from Sales of Common Stock . Proceeds from the sale of shares of Common Stock pursuant to Options shall constitute general funds of the Company
(b) Corporate Action Constituting Grant of Options . Corporate action constituting a grant by the Company of an Option to any Option Holder shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing the Option is communicated to, or actually received or accepted by, the Option Holder.
(c) Stockholder Rights . No Option Holder shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Option unless and until (i) such Option Holder has satisfied all requirements for exercise of the Option pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Option has been entered into the books and records of the Company.
 
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(d) No Employment or Other Service Rights . Nothing in the Plan, any Option Agreement or other instrument executed thereunder or in connection with any Option granted pursuant thereto shall confer upon any Option Holder any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Option was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, or (ii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, any other agreement with a Director and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be.
(e) Investment Assurances . The Company may require an Option Holder, as a condition of exercising or acquiring Common Stock under any Option, (i) to give written assurances satisfactory to the Company as to the Option Holder’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; and (ii) to give written assurances satisfactory to the Company stating that the Option Holder is acquiring Common Stock subject to the Option for the Option Holder’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Option has been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the Transfer of the Common Stock.
(f) Withholding Obligations . Unless prohibited by the terms of an Option Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to an Option by any of the following means or by a combination of such means: (i) causing the Option Holder to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to the Option Holder in connection with the Option provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Option as a liability for financial accounting purposes); (iii) withholding payment from any amounts otherwise payable to the Option Holder; or (iv) by such other method as may be set forth in the Option Agreement.
(g) Electronic Delivery . Any reference herein to a “written” agreement or document shall include any agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Option Holder has access).
 
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(h) Compliance with 409A . To the extent that the Board determines that any Option granted hereunder is subject to Section 409A of the Code, the Option Agreement evidencing such Option shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(l) of the Code. To the extent applicable, the Plan and Option Agreements shall be interpreted in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Option Agreement specifically provides otherwise), if the shares of Common Stock are publicly traded and an Option Holder holding an Option that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount shall be made upon a “separation from service” before a date that is six (6) months following the date of such Option Holder’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) or, if earlier, the date of the Option Holder’s death.
 
8.	Adjustments upon Changes in Common Stock; Other Corporate Events .	
(a) Capitalization Adjustments . In the event of a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), and (ii) the class(es) and number of securities and price per share of stock subject to outstanding Options. The Board shall make such adjustments, and its determination shall be final, binding and conclusive.
(b) Dissolution or Liquidation . Except as otherwise provided in the Option Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Options shall terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Common Stock is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Options to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Options have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.
(c) Corporate Transaction . The following provisions shall apply to Options in the event of a Corporate Transaction unless otherwise provided in the instrument evidencing the Option or any other written agreement between the Company or any Affiliate and the Option Holder or unless otherwise expressly provided by the Board at the time of grant of an Option. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with respect to Options, contingent upon the closing or completion of the Corporate Transaction:
 
 	(i)	arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or continue the Option or to substitute a similar stock award for the Option (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);	
 
 	(ii)	arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Option to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);	
 
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 	(iii)	accelerate the vesting, in whole or in part, of the Option (and, if applicable, the time at which the Option may be exercised) to a date prior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is five (5) days prior to the effective date of the Corporate Transaction), with such Option terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;	
 
 	(iv)	arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Option;	
 
 	(v)	cancel or arrange for the cancellation of the Option, to the extent not vested or not exercised prior to the effective time of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; or	
 
 	(vi)	make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Option Holder would have received upon the exercise of the Option, over (B) any exercise price payable by such Option Holder in connection with such exercise.	
(d) The Board need not take the same action or actions with respect to all Options or portions thereof or with respect to all Option Holders.
 
9.	Termination or Suspension of the Plan .	
(a) Plan Term . The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan shall automatically terminate on the day before the tenth (10th) anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the date the Plan is approved by the stockholders of the Company. No Options may be granted under the Plan while the Plan is suspended or after it is terminated.
(b) No Impairment of Rights . Suspension or termination of the Plan shall not impair rights and obligations under any Option granted while the Plan is in effect except with the written consent of the affected Option Holder.
 
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10.	Effective Date of Plan . This Plan shall become effective on the Effective Date; provided that the effective date of this amendment and restatement of the Plan is the Restatement Date.	
 
11.	Choice of Law . The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s conflict of laws rules.	
 
12.	Definitions . As used in the Plan, the following definitions shall apply to the capitalized terms indicated below:	
“ Affiliate ” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 promulgated under the Securities Act. The Board shall have the authority to determine the time or times at which “parent” or “subsidiary” status is determined within the foregoing definition.
“ Board ” means the Board of Directors of the Company.
“ Capitalization Adjustment ” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Option after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a Capitalization Adjustment.
“ Cause ” means: (i) misconduct by an Option Holder involving fraud, dishonesty or illegality; (ii) willful or repeated failure by Option Holder to perform his or her duties as assigned by the Company; (iii) violation by an Option Holder of any policies of the Company, the effect of which is materially adverse to the Company or its Affiliates or their operations, reputation or condition; (iv) a material breach by an Option Holder of a duty owed to the Company or its Affiliates; (v) an Option Holder’s willful misappropriation of material assets or opportunities of the Company or its Affiliates; or (vi) an Option Holder is charged, convicted or pleads nolo contendere with any crime constituting a felony or a crime involving fraud or dishonesty.
“ Code ” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.
“ Committee ” means the Compensation Committee of the Board.
“ Common Stock ” means the common stock of the Company.
“ Company ” means Sunnova Energy International Inc., a Delaware corporation.
 
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“ Consultant ” shall mean any consultant or adviser engaged to provide services to the Company or any Affiliate that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement.
“ Continuous Service ” means that the Option Holder’s service with the Company or an Affiliate, whether as an Employee or Director, is not interrupted or terminated. A change in the capacity in which the Option Holder renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the Entity for which the Option Holder renders such service, provided that there is no interruption or termination of the Option Holder’s service with the Company or an Affiliate, shall not terminate an Option Holder’s Continuous Service provided, however, if the Entity for which an Option Holder is rendering service ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Option Holder’s Continuous Service shall be considered to have terminated on the date such Entity ceases to qualify as an Affiliate For example, a change in status from an Employee of the Company to an Employee of an Affiliate or to a Director shall not constitute an interruption of Continuous Service. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in an Option only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Option Holder, or as otherwise required by law.
“ Corporate Transaction ” means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events:
(i) a sale or other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;
(ii) a sale or other disposition of at least fifty-one percent (51%) of the outstanding securities of the Company;
(iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or
(iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.
“ Covered Employee ” shall have the meaning provided in Section 162(m)(3) of the Code.
 
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“ Director ” means a member of the Board.
“ Disability ” means, with respect to an Option Holder, the inability of such Option Holder to engage in any substantially gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.
“ Effective Date ” means the original effective date of this Plan, which is the date this Plan is approved by the Company’s stockholders.
“ Employee ” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan.
“ Entity ” means a corporation, partnership, limited liability company or other entity.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ Fair Market Value ” means, as of any date, the value of the Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source as the Board deems reliable.
(ii) Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(iii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith and in a manner that complies with Sections 409A and 422 of the Code.
“ Nonstatutory Stock Option ” means an option that does not qualify as an Incentive Stock Option in accordance with the Code.
“ Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.
“ Option ” means an option to purchase shares of Common Stock granted pursuant to the Plan.
 
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“ Option Agreement ” means a written agreement between the Company and an Option Holder evidencing the terms and conditions of an Option grant Each Option Agreement shall be subject to the terms and conditions of the Plan.
“ Option Holder ” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.
“ Plan ” means this Sunnova Energy International Inc. 2013 Stock Option Plan, as the same may be amended from time to time as provided for in the Plan.
“ Restatement Date ” means July 29, 2019.
“ Rule 16b-3 ” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.
“ Securities Act ” means the Securities Act of 1933, as amended.
“ Transfer ” means any sale, gift, pledge, encumbrance, mortgage, transfer or any other disposition of an Option (or any interest therein) whatsoever, whether by operation of law or otherwise.
 
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Exhibit 10.18
STOCK OPTION PLAN OF
SUNNOVA ENERGY INTERNATIONAL, INC.
(As Amended and Restated Effective July 29, 2019)
Sunnova Energy International Inc., a Delaware corporation (the “ Company ”), hereby adopts this amended and restated Stock Option Plan of Sunnova Energy International Inc. (the “ Plan ”) as of July 29, 2019 (the “ Effective Date ”). The Plan was originally adopted as the Stock Option Plan of Sunnova Energy Corporation, and was amended and restated and assumed by the Company in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, by and among the Company, Sunnova Energy Corporation and Sunnova Merger Sub Inc. dated as of the Effective Date. The purposes of this Plan, as amended and restated, is to reflect the assumption of the Plan by the Company and to govern the administration of Options granted under the Plan prior to the Effective Date.
ARTICLE I.
DEFINITIONS
Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary. The singular pronoun shall include the plural where the context so indicates.
Section  1.1 “ Affiliate ” shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person where “control” shall have the meaning given such term under Rule 405 of the Securities Act.
Section  1.2 “ Board ” shall mean the Board of Directors of the Company.
Section  1.3 “ Code ” shall mean the Internal Revenue Code of 1986, as amended.
Section  1.4 “ Committee ” shall mean the Compensation Committee of the Board.
Section  1.5 “ Common Stock ” shall mean the common stock of the Company.
Section  1.6 “ Company ” shall mean Sunnova Energy International Inc., a Delaware corporation. In addition, “Company” shall mean any corporation assuming, or issuing new employee stock options in substitution for, Incentive Stock Options outstanding under the Plan in a transaction to which Section 424(a) of the Code applies.
Section  1.7 “ Consultant ” shall mean any consultant or advisor if: (a) the consultant or advisor renders bona fide services to the Company or any of its Subsidiaries; (b) the services rendered by the consultant or advisor are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (c) the consultant or advisor is a natural person who has contracted directly with the Company or any of its Subsidiaries to render such services.

Section  1.8 “ Corporate Event ” shall mean, as determined by the Committee (or by the Board, in the case of Options granted to Independent Directors) in its sole discretion, any transaction or event described in Section  7.1(a) or any extraordinary or nonrecurring transaction or event affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate of the Company, or any material change in applicable laws, regulations, or accounting principles.
Section  1.9 “ Director ” shall mean a member of the Board.
Section  1.10 “Effective Date” has the meaning set forth in the preamble.
Section  1.11 “ Eligible Representative ” for an Optionee shall mean such Optionee’s personal representative or such other person as is empowered under the deceased Optionee’s will or the then applicable laws of descent and distribution to represent the Optionee hereunder.
Section  1.12 “ Employee ” shall mean, with respect to any entity, any employee of such entity (as defined in accordance with the regulations and revenue rulings then applicable under Section 3401(c) of the Code).
Section  1.13 “ Equity Restructuring ” means a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding Options.
Section  1.14 “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.
Section  1.15 “ Fair Market Value ” of a share of Common Stock as of a given date shall be:
(a) the closing price of a share of Common Stock on the principal exchange on which such shares are then trading, if any (or as reported on any composite index which includes such principal exchange), on the most recent trading day prior to such determination date; or
(b) if Common Stock is not traded on an exchange, the mean between the closing representative bid and asked prices for a share of Common Stock on the most recent trading day prior to such determination date as reported by Nasdaq or, if Nasdaq is not then in existence, by its successor quotation system; or
(c) if Common Stock is not publicly traded on an exchange and not quoted on Nasdaq or a successor quotation system, the fair market value of a share of Common Stock as determined in good faith by the Board in its sole discretion.
Section  1.16 “ Incentive Stock Option ” shall mean an Option that conforms to the applicable provisions of Section 422 of the Code and that is designated as an Incentive Stock Option by the Committee.
 
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Section  1.17 “ Independent Director ” shall mean a member of the Board who is not an Employee of the Company or any of its Subsidiaries.
Section  1.18 “ Initial Public Offering ” shall mean the first issuance by the Company of any class of common equity securities that is required to be registered (other than on a Form S-8) under Section 12 of the Exchange Act.
Section  1.19 “ Investors Agreement ” shall mean that certain Investors Agreement of Sunnova Energy International Inc., by and among the Company and certain other Persons, as it may be amended from time to time, which contains certain restrictions and limitations applicable to the shares of Common Stock acquired upon Option exercise (and/or to other securities of the Company, if any, held by the Optionee during the term of such agreement), the terms of which shall be determined by the Board in its discretion.
Section  1.20 “ Non-Qualified Stock Option ” shall mean an Option which is not an “incentive stock option” within the meaning of Section 422 of the Code.
Section  1.21 “ Officer ” shall mean an officer of the Company, as defined in Rule 16a-l(f) under the Exchange Act, as such Rule may be amended from time to time.
Section  1.22 “ Option ” shall mean an option granted under the Plan to purchase Common Stock. Subject to Section  3.2 , an Option shall, as determined by the Committee, be either an Incentive Stock Option or a Non-Qualified Stock Option.
Section  1.23 “ Optionee ” shall mean an Employee, Consultant or Independent Director to whom an Option is granted under the Plan.
Section  1.24 “ Person ” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.
Section  1.25 “ Plan ” shall mean this Stock Option Plan of Sunnova Energy International Inc., as amended from time to time.
Section  1.26 “ Rule  16b-3 ” shall mean Rule 16b-3 promulgated under the Exchange Act, as such Rule may be amended from time to time.
Section  1.27 “ Section  409A ” shall have the meaning set forth in Section  7.10 .
Section  1.28 “ Securities Act ” shall mean the Securities Act of 1933, as amended.
Section  1.29 “ Stock Option Agreement ” shall have the meaning set forth in Section  4.1 .
Section  1.30 “ Subsidiary ” of any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
 
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Section  1.31 “ Termination of Consultancy ” shall mean the time when the engagement of an Optionee as a Consultant to the Company or any of its Subsidiaries is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous commencement of employment with the Company or any of its Subsidiaries. The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy.
Section  1.32 “ Termination of Directorship ” shall mean the time when an Optionee who is an Independent Director ceases to be a Director for any reason, including but not by way of limitation, a termination by resignation, failure to be elected or appointed, death or retirement. The Board, in its sole discretion, shall determine the effect of all matters and questions relating to Termination of Directorship.
Section  1.33 “ Termination of Employment ” shall mean the time when the employee-employer relationship between an Optionee and the Company or one of its Subsidiaries, as applicable, is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death or retirement, but excluding a termination where there is a simultaneous reemployment by the Company or one of its Subsidiaries, as applicable. The Committee shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment; provided , however , that, with respect to Incentive Stock Options, a leave of absence shall constitute a Termination of Employment if, and to the extent that, such leave of absence interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under Section 422(a)(2) of the Code.
ARTICLE II.
SHARES SUBJECT TO PLAN
Section  2.1 Shares Subject to Plan . The shares of stock subject to Options shall be shares of Common Stock and upon exercise of an Option such shares shall be subject to the restrictions, terms and conditions set forth in the Investors Agreement. Subject to Section  7.1 , the aggregate number of such shares which may be issued upon exercise of Options (including, without limitation, Incentive Stock Options) is 4,288,950 shares of Common Stock.
Section  2.2 Unexercised Options . If any Option (or portion thereof) expires or is canceled without having been fully exercised, the number of shares of Common Stock subject to such Option (or portion thereof), but as to which such Option was not exercised prior to its expiration or cancellation, may again be issued hereunder, subject to the limitations of Section  2.1 .
 
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ARTICLE III.
GRANTING OF OPTIONS
Section  3.1 Eligibility . Subject to Section  3.2 , any (a) Employee of the Company or one of its Subsidiaries; (b) Consultant; or (c) Independent Director shall be eligible to be granted Options.
Section  3.2 Qualification of Incentive Stock Options . Notwithstanding Section  3.1 , the Committee may grant Options intended to qualify as Incentive Stock Options only to employees of the Company or any of the Company’s present or future “parent corporations” or “subsidiary corporations” as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code.
Section  3.3 Granting of Options to Employees and Consultants
(a) The Committee shall from time to time:
(i) select from among the Employees and Consultants of the Company and any of its Subsidiaries (including those to whom Options have been previously granted under the Plan) such of them as in its opinion should be granted Options;
(ii) determine the number of shares of Common Stock to be subject to such Options granted to such Employees and Consultants and, subject to Section  3.2 , determine whether such Options are to be Incentive Stock Options or Non-Qualified Stock Options; and
(iii) determine the terms and conditions of such Options, consistent with the Plan.
(b) Upon the selection of an Employee or Consultant of the Company or any of its Subsidiaries to be granted an Option pursuant to Section  3.3(a) , the Committee shall instruct the corporate secretary or another authorized Officer of the Company to issue such Option and may impose such conditions on the grant of such Option as it deems appropriate. Without limiting the generality of the preceding sentence, the Committee may require as a condition to the grant of an Option to such an Employee or Consultant that such Employee or Consultant surrender for cancellation some or all of the unexercised Options which have been previously granted to him or her. An Option the grant of which is conditioned upon the surrender of unexercised Options may have an exercise price lower (or higher) than the exercise price of the surrendered Option, may cover the same (or a lesser or greater) number of shares as the surrendered Option, may contain such other terms as the Committee deems appropriate and shall be exercisable in accordance with its terms, without regard to the number of shares, price, period of exercisability or any other term or condition of the surrendered Option.
 
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Section  3.4 Granting of Option to Independent Directors
(a) The Board shall from time to time:
(i) select from among the Independent Directors (including those to whom Options have previously been granted under the Plan) such of them as in its opinion should be granted Options;
(ii) determine the number of shares of Common Stock to be subject to such Options granted to such selected Independent Directors; and
(iii) determine the terms and conditions of such Options, consistent with the Plan; provided , however , that all Options granted to Independent Directors shall be Non-Qualified Stock Options.
(b) Upon the selection of an Independent Director to be granted an Option pursuant to Section  3.4(a) , the Board shall instruct the corporate secretary or another authorized Officer of the Company to issue such Option and may impose such conditions on the grant of such Option as it deems appropriate. Without limiting the generality of the preceding sentence, the Board may require as a condition to the grant of an Option to an Independent Director that the Independent Director surrender for cancellation some or all of the unexercised Options which have been previously granted to him or her. An Option the grant of which is conditioned upon such surrender may have an exercise price lower (or higher) than the exercise price of the surrendered Option, may cover the same (or a lesser or greater) number of shares as the surrendered Option, may contain such other terms as the Board deems appropriate and shall be exercisable in accordance with its terms, without regard to the number of shares, price, period of exercisability or any other term or condition of the surrendered Option.
Section  3.5 No Further Grants . No Options may be granted under the Plan on or after the Effective Date. On and after the Effective Date, the Plan exists solely to govern the administration of Options granted prior to the Effective Date.
ARTICLE IV.
TERMS OF OPTIONS
Section  4.1 Stock Option Agreement . Each Option shall be evidenced by a written Stock Option Agreement, which shall be executed by the Optionee and an authorized Officer of the Company and which shall contain such terms and conditions as the Committee (or the Board, in the case of Options granted to Independent Directors) shall determine, consistent with the Plan. Stock Option Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to qualify such Options as “incentive stock options” within the meaning of Section 422 of the Code.
Section  4.2 Exercisability of Options
(a) Each Option shall become exercisable according to the terms of the applicable Stock Option Agreement; provided , however , that by a resolution adopted after an Option is granted, the Committee (or the Board, in the case of Options granted to Independent Directors) may, on such terms and conditions as it may determine to be appropriate, accelerate the time at which such Option or any portion thereof may be exercised.
 
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(b) Except as otherwise provided in the applicable Stock Option Agreement or by action of the Committee (or the Board, in the case of Options granted to Independent Directors) following the grant of the Option, (i) no portion of an Option that is unexercisable at Termination of Employment, Termination of Consultancy or Termination of Directorship, as applicable, shall thereafter become exercisable and (ii) the portion of an Option that is unexercisable at Termination of Employment, Termination of Consultancy or Termination of Directorship shall automatically expire on the date of such Termination of Employment, Termination of Consultancy or Termination of Directorship.
(c) To the extent that the aggregate Fair Market Value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by an Optionee during any calendar year (under the Plan and all other incentive stock option plans of the Company or any Subsidiary thereof) exceeds $100,000, such options shall be treated and taxable as Non-Qualified Stock Options. The rule set forth in the preceding sentence shall be applied by taking options into account in the order in which they were granted, and the stock issued upon exercise of Options shall designate whether such stock was acquired upon exercise of an Incentive Stock Option. For purposes of these rules, the Fair Market Value of stock shall be determined as of the date of grant of the Option granted with respect to such stock.
Section  4.3 Exercise Price . The price of the shares subject to each Option shall be set by the Committee (or the Board, in the case of Options granted to Independent Directors); provided , however , that in the case of an Incentive Stock Option, the price per share shall be not less than one hundred percent (100%) of the Fair Market Value of such shares on the date such Option is granted (or the date such Option is modified, extended or renewed for purposes of Section 424(h) of the Code); and provided , further , that in the case of an Incentive Stock Option granted to an individual then owning (within the meaning of Section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, the price per share shall not be less than one hundred and ten percent (110%) of the Fair Market Value of such shares on the date such Incentive Stock Option is granted (or the date such Option is modified, extended or renewed for purposes of Section 424(h) of the Code).
Section  4.4 Expiration of Options . No Option may be exercised to any extent by anyone after the first to occur of the following events:
(a) the expiration of ten (10) years from the date the Option was granted; or
(b) with respect to an Incentive Stock Option in the case of an Optionee owning (within the meaning of Section 424(d) of the Code), at the time the Incentive Stock Option was granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any of its Subsidiaries, the expiration of five (5) years from the date the Incentive Stock Option was granted.
 
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A Stock Option Agreement may provide that an Option may not be exercised after such earlier date as may be set forth in such Stock Option Agreement and, except as limited by the requirements of Section 409A or Section 422 of the Code and the regulations and rulings thereunder, and subject to the first sentence of this Section  4.4 , the Committee (or the Board, in the case of Options granted to Independent Directors) may extend the time during which an Option may be exercised in connection with any Termination of Employment, Termination of Consultancy, Termination of Directorship or otherwise.
Section  4.5 At-Will Employment . Nothing in the Plan or in any Stock Option Agreement hereunder shall confer upon any Optionee any right to continue in the employ of, or as a Consultant for, the Company or any of its Subsidiaries, or shall interfere with or restrict in any way the rights of the Company and any of its Subsidiaries, which are hereby expressly reserved, to discharge any Optionee at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Optionee and the Company or any of its Subsidiaries.
ARTICLE V.
EXERCISE OF OPTIONS
Section  5.1 Person Eligible to Exercise . During the lifetime of the Optionee, only he or she may exercise an Option (or any portion thereof); provided , however , that the Optionee’s Eligible Representative may exercise such Optionee’s Option during the period of his or her disability (as defined in Section 22(e)(3) of the Code) notwithstanding that an Option so exercised may not qualify as an Incentive Stock Option. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Stock Option Agreement, be exercised by his or her Eligible Representative.
Section  5.2 Partial Exercise . At any time and from time to time prior to the time when the Option becomes unexercisable under the Plan or the applicable Stock Option Agreement, the exercisable portion of an Option may be exercised in whole or in part; provided , however , that the Company shall not be required to issue fractional shares and the Committee (or the Board, in the case of Options granted to Independent Directors) may, by the terms of the Stock Option Agreement, require any partial exercise to exceed a specified minimum number of shares.
Section  5.3 Manner of Exercise . An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivery to the corporate secretary, the stock plan administrator of the Company or such other person or entity designated by the Committee (or the Board, in the case of Options granted to Independent Directors) of all of the following prior to the time when such Option or such portion becomes unexercisable under the Plan or the applicable Stock Option Agreement:
(a) notice in writing signed by the Optionee or his or her Eligible Representative, stating that such Option or portion is exercised, and specifically stating the number of shares with respect to which the Option is being exercised;
 
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(b) a copy of the Investors Agreement signed by the Optionee or Eligible Representative, as applicable;
(c) full payment for the shares with respect to which such Option or portion is thereby exercised:
(i) in cash or by personal, certified, or bank cashier check;
(ii) in shares of Common Stock which have been owned by the Optionee for such minimum period of time, if any, as the Committee (or the Board, in the case of Options granted to Independent Directors) may establish, duly endorsed for transfer to the Company with a Fair Market Value on the day prior to the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof;
(iii) except with respect to Incentive Stock Options, in shares of the Common Stock issuable to the Optionee upon exercise of the Option, with a Fair Market Value on the date of Option exercise equal to the aggregate exercise price of the shares with respect to which such Option or portion is thereby exercised;
(iv) following an Initial Public Offering, by delivery of a notice that the Optionee has placed a market sell order with a broker with respect to shares of Common Stock then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; or
(v) in any combination of the consideration listed in this Section  5.3(c) ;
(d) the payment to the Company (in cash or by personal, certified or bank cashier check or by any other means of payment approved by the Committee) of all amounts necessary to satisfy any and all federal, state and local tax withholding requirements arising in connection with the exercise of the Option;
(e) such representations and documents as the Committee (or the Board, in the case of Options granted to Independent Directors) deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act, Exchange Act and any other federal or state securities laws or regulations. The Committee (or the Board, in the case of Options granted to Independent Directors) may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and
(f) in the event that the Option or portion thereof shall be exercised pursuant to Section  5.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.
 
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Section  5.4 Conditions to Issuance of Shares . The shares of stock issuable and deliverable upon the exercise of an Option, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. The Administrator shall determine the methods by which shares shall be delivered or deemed to be delivered to Optionees. Notwithstanding the above, the Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of any Option or portion thereof or make any book entries evidencing such shares prior to fulfillment of all of the following conditions:
(a) the admission of such shares to listing on any and all stock exchanges on which such class of stock is then listed;
(b) the execution by the Optionee and delivery to the Company of the Investors Agreement;
(c) the completion of any registration or other qualification of such shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other governmental regulatory body, which the Committee (or the Board, in the case of Options granted to Independent Directors) shall, in its sole discretion, deem necessary or advisable;
(d) the obtaining of any approval or other clearance from any state or federal governmental agency which the Committee (or the Board, in the case of Options granted to Independent Directors) shall, in its sole discretion, determine to be necessary or advisable; and
(e) the payment to the Company of all amounts which it is required to withhold under federal, state or local law in connection with the exercise of the Option.
Section  5.5 Rights as Stockholders . The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of any part of an Option unless and until (a) such holder has signed the Investors Agreement and (b) certificates representing such shares have been issued by the Company to such holder or such holder otherwise becomes the record owner of such shares.
Section  5.6 Transfer Restrictions . Shares acquired upon exercise of an Option shall be subject to the terms and conditions of the Investors Agreement. In addition, the Committee (or the Board, in the case of Options granted to Independent Directors), in its sole discretion, may impose further restrictions on the transferability of the shares purchasable upon the exercise of an Option as it deems appropriate. Any such restriction shall be set forth in the respective Stock Option Agreement and may be referred to on any certificates evidencing such shares. The Committee may require an Employee to give the Company prompt notice of any disposition within two (2) years from the date of granting an Option (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code), or one (1) year after the date of transfer of such shares to such Employee, of shares of stock acquired by exercise of an Incentive Stock Option. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Optionee in such disposition or other transfer. The Committee may direct that any certificates evidencing shares acquired by exercise of an Incentive Stock Option refer to such requirement.
 
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ARTICLE VI.
ADMINISTRATION
Section  6.1 Committee . The full Board shall administer the Plan; provided that as of the Effective Date, the Committee shall administer the Plan. Any action required or permitted to be taken by the Committee hereunder or under any Stock Option Agreement may be taken by the Board, except any actions with respect to matters that under Rule 16b-3 under the Exchange Act or any successor rule, or Section 162(m) of the Code, or any regulations or rules issued thereunder, or the rules of any securities exchange or automated quotation system on which the shares of Common Stock are listed, quoted or traded are required to be determined in the sole discretion of the Compensation Committee.
Section  6.2 Delegation of Authority . The Committee may, but need not, from time to time delegate some or all of its authority to grant Options under the Plan to a committee or subcommittee consisting of one or more members of the Committee or of one or more Officers of the Company; provided , however , that the Committee may not delegate its authority to grant Options to individuals (a) who are subject on the date of the grant to the reporting rules under Section 16(a) of the Exchange Act, (b) whose compensation the Committee determines is, or may become, subject to the deduction limitations set forth in Section 162(m) of the Code or (c) who are Officers of the Company who are delegated authority by the Committee hereunder; provided further that any delegation of administrative authority shall be permitted only to the extent it is permissible under the Committee’s charter or other organizational documents and applicable law. Any delegation hereunder shall be subject to the restrictions and limits that the Committee specifies at the time of such delegation or that are otherwise included in the applicable organizational documents of the Committee, and the Committee may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section  6.2 shall serve in such capacity at the pleasure of the Committee.
Section  6.3 Duties and Powers of the Committee . It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Options and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. Notwithstanding the foregoing, the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Options granted to Independent Directors. Any such interpretations and rules in regard to Incentive Stock Options shall be consistent with the terms and conditions applicable to “incentive stock options” within the meaning of Section 422 of the Code. All determinations and decisions made by the Committee under any provision of the Plan or of any Option granted thereunder shall be final, conclusive and binding on all persons.
Section  6.4 Compensation, Professional Assistance, Good Faith Actions . The members of the Committee shall receive such compensation, if any, for their services hereunder as may be determined by the Board. All expenses and liabilities incurred by the members of the Committee or the Board in connection with the administration of the Plan shall be borne by the Company. The Committee or the Board may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company and its Officers and Directors
 
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shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee and the Board in good faith shall be final and binding upon all Optionees, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Options, and all members of the Committee and the Board shall be fully protected by the Company with respect to any such action, determination or interpretation.
ARTICLE VII.
OTHER PROVISIONS
Section  7.1 Changes in Common Stock; Disposition of Assets and Corporate Events
(a) Subject to Section  7.1(e) , in the event that the Committee (or the Board, in the case of Options granted to Independent Directors) determines that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event (other than an Equity Restructuring), in the Committee’s sole discretion (or in the case of Options granted to Independent Directors, the Board’s sole discretion), affects the Common Stock such that an adjustment is determined by the Committee (or the Board, in the case of Options granted to Independent Directors) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Option, then the Committee (or the Board, in the case of Options granted to Independent Directors) shall, in such manner as it may deem equitable, adjust any or all of:
(i) the number and kind of shares of Common Stock (or other securities or property) with respect to which Options may be granted under the Plan (including, but not limited to, adjustments of the limitations in Section  2.1 on the maximum number and kind of shares which may be issued);
(ii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Options;
(iii) the exercise price with respect to any Option; and
(iv) the terms and conditions of outstanding Options, including any financial or other “targets” specified in each Stock Option Agreement for determining the exercisability of Options.
(b) Subject to Section  7.1(e) and the terms of outstanding Stock Option Agreements, upon the occurrence of a Corporate Event (other than an Equity Restructuring), the Committee (or the Board, in the case of Options granted to Independent Directors), in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Option or by action taken prior to the occurrence of such Corporate Event, is hereby authorized
 
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to take any one or more of the following actions whenever the Committee (or the Board, in the case of Options granted to Independent Directors) determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Option under this Plan, to facilitate such Corporate Event or to give effect to such changes in laws, regulations or principles:
(i) To provide for the termination of any such Option in exchange for an amount of cash, securities and/or other property with a value equal to the amount that could have been attained upon the exercise of the vested portion of such Option (and such additional portion of the Option as the Board or Committee may determine) immediately prior to the occurrence of such transaction or event (and, for the avoidance of doubt, if as of the date of the occurrence of such transaction or event, the Committee (or the Board, in the case of Options granted to Independent Directors) determines in good faith that no amount would have been obtained upon the exercise of such Option, then the Option may be terminated by the Company without payment);
(ii) To replace the Option with other rights or property of not less than equal intrinsic value selected by the Board or Committee;
(iii) To provide that the Option (or any portion thereof) cannot be exercised after such event;
(iv) To provide that for a specified period of time prior to such Corporate Event, such Option shall be exercisable as to all shares covered thereby or a specified portion of such shares, notwithstanding anything to the contrary in this Plan or the applicable Stock Option Agreement;
(v) To provide that upon the Corporate Event, such Option (or any portion thereof) shall be assumed by the successor or survivor corporation, or a parent or subsidiary thereof (including without limitation any common parent of the Company and any other company or companies), or shall be substituted for by similar options, rights or awards of not less than equal intrinsic value covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof (including without limitation any common parent of the Company and any other company or companies), with appropriate adjustments as to the number and kind of shares and exercise prices, as determined by the Board or the Committee; and
(vi) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Options (or any portion thereof) and/or in the terms and conditions of (including the exercise price), and the criteria included in, outstanding Options and Options which may be granted in the future.
(c) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Section  7.1(a) and Section  7.1(b) :
(i) The number and type of securities subject to each outstanding Option, and the exercise price thereof, shall be equitably adjusted so that the intrinsic value of each such Option and the proportionate interest represented thereby immediately after the Equity Restructuring will equal the intrinsic value of such Option and the proportionate interest represented thereby immediately prior to such Equity Restructuring. The adjustments provided under this Section  7.1(c)(i) shall be nondiscretionary and shall be final and binding on the affected Optionees and the Company; and
 
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(ii) The Committee (or the Board, in the case of Options granted to Independent Directors) shall make such proportionate adjustments, if any, as the Committee (or the Board, in the case of Options granted to Independent Directors) in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan.
(d) Subject to Section  7.1(e) , the Committee (or the Board, in the case of Options granted to Independent Directors) may, in its sole discretion, include such further provisions and limitations in any Stock Option Agreement as it may deem equitable and in the best interests of the Company and its Affiliates.
(e) With respect to Incentive Stock Options, no adjustment or action described in this Section  7.1 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code or any successor provisions thereto, unless the Committee determines that the Plan and/or the Options are not to comply with Section 422(b)(1) of the Code. No adjustment or action described in this Section 7.1 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause an Option to fail to be exempt from or comply with Section 409A, except as otherwise determined by the Committee (or the Board, in the case of Options granted to Independent Directors).
Section  7.2 Options Not Transferable . No Option or interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided , however , that nothing in this Section  7.2 shall prevent transfers by will or by the applicable laws of descent and distribution.
Section  7.3 Amendment, Suspension or Termination of the Plan . The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. However, without stockholder approval within twelve (12) months before or after such action, no action of the Board or the Committee may, except as provided in Section  7.1 , increase any limit imposed in Section  2.1 on the maximum number of shares which may be issued on exercise of Options, reduce the minimum exercise price requirements of Section  4.3 , or extend the limit imposed in this Section  7.3 on the period during which Options may be granted. Except as provided by Section  7.1 , neither the amendment, suspension nor termination of the Plan shall, without the consent of the holder of the Option, alter or impair any rights or obligations under any Option theretofore granted. No Option may be granted during any period of suspension nor after termination of the Plan, and in no event may any Option be granted under this Plan after the expiration of ten (10) years from the date the Plan is adopted by the Board.
 
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Section  7.4 Effect of Plan Upon Other Option and Compensation Plans . The adoption of this Plan shall not affect any other compensation or incentive plans in effect for the Company or its Affiliates. Nothing in this Plan shall be construed to limit the right of the Company or its Affiliates (a) to establish any other forms of incentives or compensation for directors or employees of the Company or its Affiliates, or (b) to grant or assume options otherwise than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm or association.
Section  7.5 Approval of Plan by Stockholders . This Plan was approved by the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of this Plan.
Section  7.6 Titles . Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.
Section  7.7 Conformity to Securities Laws . The Plan is intended to conform to the extent necessary with all provisions of (a) the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and (b) any applicable state and local securities laws and any and all regulations and rules promulgated by any applicable state or local regulatory authority thereunder, in each case to the extent the Company or any Optionee is subject to the provisions thereof. Notwithstanding anything herein to the contrary, the Plan shall be administered, and Options shall be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and Options granted hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
Section  7.8 Governing Law . To the extent not preempted by federal law, the Plan shall be construed in accordance with and governed by the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof, or principles of conflicts of law of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of Delaware.
Section  7.9 Severability . In the event any portion of the Plan or any action taken pursuant thereto shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provisions had not been included, and the illegal or invalid action shall be null and void.
Section  7.10 Section  409A . To the extent applicable, the Plan and Stock Option Agreements shall be interpreted in accordance with Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that may be issued after the date hereof (collectively, “ Section  409A ”). Notwithstanding any provision of the Plan to the contrary, if at any time the Committee determines that any Option (or any portion thereof) may be subject to Section 409A, the Committee shall have the right in its sole discretion (without any obligation to do so or to indemnify any Optionee or any other Person for failure to do so) (a) to adopt such
 
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amendments to the Plan or the applicable Stock Option Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines are necessary or appropriate to preserve the intended tax treatment of the benefits provided with respect to the Option, to preserve the economic benefits thereof or to avoid less favorable accounting or tax consequences for the Company and/or (b) to take any other actions that it determines are necessary or appropriate to exempt the Option from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding anything herein to the contrary, no provision of the Plan shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from any Optionee or any other Person to the Company or any of its Affiliates, employees or agents.
* * * * *
[ Stock Option Plan of Sunnova Energy International Inc. ]
 
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SUNNOVA ENERGY INTERNATIONAL INC.
STOCK OPTION PLAN
CALIFORNIA SUPPLEMENT
The Committee has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California Corporations Code and the regulations issued thereunder (“ Section  25102(o )”). Notwithstanding anything to the contrary contained in the Plan and except as otherwise determined by the Committee, the provisions set forth in this supplement shall apply to all Options granted under the Plan to an Optionee who is a resident of the State of California on the date of grant (a “ California Optionee ”) and which are intended to be exempt from registration in California pursuant to Section 25102(o). This supplement shall not apply to Options granted to California Optionees on or after an Initial Public Offering. Definitions in the Plan are applicable to this supplement.
1. Additional Limitations On Options .
(a) Maximum Duration of Options . No Options granted to California Optionees will be granted for a term in excess of ten (10) years.
(b) Minimum Exercise Period Following Termination. Unless a California Optionee’s employment or service relationship is terminated for Cause (as defined in the Investors Agreement), in the event of termination of such Optionee’s employment or service relationship, to the extent required by applicable law, he or she shall have the right to exercise an Option, to the extent that he or she was otherwise entitled to exercise such Option on the date employment terminated, as follows: (i) at least six (6) months from the date of termination, if termination was caused by such Optionee’s death or Disability (as defined in the Investors Agreement) and (ii) at least thirty (30) days from the date of termination, if termination was caused other than by such Optionee’s death or Disability.
(c) The terms of all Options granted to California Optionees shall comply, to the extent applicable, with Section 260.140.41 or Section 260.140.42 of the California Code of Regulations.
2. Adjustments . The Committee will make such adjustments to an Option held by a California Optionee as may be required by Section 260.140.41 or Section 260.140.42 of the California Code of Regulations.
3. Additional Requirement To Provide Information To California Optionees . To the extent required by Section 260.140.46 of the California Code of Regulations (or any successor provision thereto), the Company shall provide to each California Optionee and to each California Optionee who acquires Common Stock pursuant to the Plan, not less frequently than annually, copies of annual financial statements (which need not be audited). The Company shall not be required to provide such statements to key persons whose duties in connection with the Company assure their access to equivalent information. In addition, this information requirement shall not apply to the Plan to the extent that it complies with all conditions of Rule 701 of the Securities Act (“ Rule 701 ”) as determined by the Committee; provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined in Rule 701.
4. Stockholder Approval; Additional Limitations On Timing Of Awards . The Plan was approved by the Company’s stockholders within twelve (12) months after the date of the Board’s adoption of the Plan.