STOCKHOLDERS' AGREEMENT

STOCKHOLDERS’ AGREEMENT

DATED AS OF

OCTOBER 12, 2005

AMONG

CATAMOUNT ENERGY CORPORATION

AND

THE STOCKHOLDERS PARTIES HERETO

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TABLE OF CONTENTS

Page

 

SECTION 4.03. Additional Conditions to Tag-Along Sales and Drag-Along Sales 32

 

 

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STOCKHOLDERS’ AGREEMENT

AGREEMENT (this “Agreement”), dated as of October 12, 2005 but effective as of the Trigger Date (as defined below), among:

(i)

Catamount Energy Corporation, a Vermont corporation (the “ Company ”);

 

(ii)

CEC Wind Acquisition, LLC (“ Wind Acquisition ”);

 

(iii)

Central Vermont Public Service Corporation, a Vermont corporation (“ CVPS ”); and

 

(iv)

Catamount Resources Corporation, a Vermont corporation wholly-owned by CVPS (“ CRC ”).

If Wind Acquisition Transfers any of its Company Equity Securities to any of its Permitted Transferees (as such terms are defined below), the term “Wind Acquisition” shall mean Wind Acquisition and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of Wind Acquisition may be exercised or taken at the election of Wind Acquisition and such Permitted Transferees.

If CVPS shall hereafter Transfer any of its Company Equity Securities to any of its Permitted Transferees, the term “ CVPS ” shall mean CVPS and such Permitted Transferees, taken together, and any right, obligation or action that may be exercised or taken at the election of CVPS may be exercised or taken at the election of CRC and such Permitted Transferees.

W I T N E S S E T H :

WHEREAS, pursuant to the Subscription Agreement (as defined herein), as of the date hereof, Wind Acquisition and CRC own all of the outstanding Common Shares (as defined herein); and

WHEREAS, CVPS is the direct parent and sole shareholder of CRC; and

WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

SECTION 1.01. Definitions .

(a) The following terms, as used herein, have the following meanings:

“ Adverse Regulatory Event ” means an Adverse PUHCA Event, an Adverse QF Event or an Adverse PURA Event.

“ Adverse PUHCA Event ” means that the Company or any of its “affiliates” (within the meaning of Section 2(a)(11)(B) of PUHCA) become a “public-utility company” or a “holding company” within the meaning of PUHCA at a time at which applicable provisions of PUHCA, or any successor statute thereof, are in effect and such event or occurrence has, or with the passage of time will have, an adverse effect on the Company or any Stockholder.”

“ Adverse PURA Event ” means that the Company or any of its “affiliates” (within the meaning of Section 11.003(2) of PURA) become an “electric utility” within the meaning of PURA at a time at which applicable provisions of PURA, or any successor statute thereof, are in effect and such event or occurrence has, or with the passage of time will have, an adverse effect on the Company or any Stockholder.

“ Adverse QF Event ” means any event or occurrence that causes any “electric utility, electric utility holding company or companies, or any combination thereof” (other than “qualifying facilities,” “exempt wholesale generators,” any entity that satisfies the requirements of the SEC for designation as a “Foreign Utility Company,” or power marketers) within the meaning of 18 C.F.R. §292.206(b), to directly or indirectly own more than 50% of any “qualifying small power producer” or “qualifying cogenerator” (in each case within the meaning of PURPA) in which the Company holds, directly or indirectly, an equity interest at a time at which applicable provisions of PURPA, or any successor statute thereof, are in effect and such event or occurrence has, or with the passage of time, will have, an adverse effect on the Company or any Stockholder.

“ Affiliate ” means with respect to any Person, any other Person who, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such first Person, and the term “ control ” (including the terms “ controlled by ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership or control of voting securities, by contract or otherwise; provided , however , that neither the Company nor any of its Subsidiaries or Project Companies shall be deemed an Affiliate of any of the Stockholders (and vice versa).

“ Bankruptcy Event ” means any proceeding that shall have been instituted by or against the Company or any of its Subsidiaries or Project Companies seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency, or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of the Company’s or such Subsidiary’s or Project Company’s property and, in the case of a proceeding instituted against the Company or any of its Subsidiaries or Project Companies, either the Company or any such Subsidiary or Project Company shall have consented thereto or such proceeding or any of the actions sought in such proceeding shall remain undismissed or unstayed for a period of 90 days (including, without limitation, the entry of an order for relief against the Company or any such Subsidiary or Project Company or the appointment of a receiver, trustee, custodian or other similar official for the Company or any such Subsidiary or Project Company or any of its property).

“ Board ” means the Board of Directors of the Company.

“ Business ” means, with respect to the Company and its Subsidiaries, directly or indirectly, the acquisition, construction, development, ownership, maintenance, management, financing and/or otherwise operation of wind power electric generation farms or facilities (including, without limitation, interconnection facilities with respect to such electricity generation) in the United States, the United Kingdom, Canada or other countries where the Company then has a project under operation or development.

“ Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by applicable law to close.

“ Class A Common Stock ” means the Class A Common Stock, par value $0.01 per share, of the Company, having the rights and privileges set forth in the Restated Certificate.

“ Class B Common Stock ” means the Class B Common Stock, par value $0.01 per share, of the Company, having the rights and privileges set forth in the Restated Certificate.

“ Common Shares ” means shares of the Company’s Class A Common Stock and Class B Common Stock, and any capital stock of the Company into which such Class A Common Stock and Class B Common Stock may hereafter be converted, changed, reclassified or exchanged.

“ Company Competitor ” means any Person (other than the Company and its Subsidiaries or Project Companies), directly or indirectly, owning, investing, managing, operating, controlling, engaging in or conducting business activities with respect to the Business, other than any such activities undertaken by a regulated utility company as part of its regulated operations or in its regulated service territory pursuant to a regulatory order in connection with the regulated utility operations of such Person or one of its Affiliates so long as the primary beneficiary of such activities is a regulated utility company.

“ Company Equity Securities ” means (i) the Common Shares, and (ii) any securities convertible into or exchangeable or exercisable for, or options, warrants or other rights to acquire, Common Shares, any other equity or equity-linked security issued by the Company.

“ Competitive CVPS Change of Control ” means any event, circumstance or other condition by which any Person or “group” (as such term would be interpreted under Section 13(d) of the Exchange Act) of Persons that is a Company Competitor shall acquire majority ownership or control, directly or indirectly, beneficially or of record, of CVPS, whether through the authority, power or ability to direct, directly or indirectly, or share equally in or cause the direction of, the management and/or policies of CVPS, by contract (including proxy) or otherwise.

“ Competitively Sensitive Information ” means any information, as reasonably determined by the Chief Executive Officer of the Company, the disclosure of which would put the Company at a competitive disadvantage relative to the Company Competitors. As a general matter, the parties contemplate that proprietary information relating to specific current or potential projects, current or potential acquisition targets and/or current or potential joint ventures the disclosure of which could have an adverse effect on the Company’s competitive position will constitute competitively sensitive information, but that such information shall not include, among other things, information regarding the Company’s financial condition and results of operation typically provided by a non-consolidated subsidiary to its parent company for purposes of such parent company’s complying with its reporting obligations under U.S. securities laws or other financial reporting and disclosure obligations.

“ Cost ” means, (i) with respect to Company Equity Securities beneficially owned as part of an Initial Ownership, the price per share paid by Wind Acquisition for Common Shares in connection with the Initial Purchase (as such term is defined under the Subscription Agreement), and (ii) with respect to any Company Equity Securities acquired subsequent to the date of the Subscription Agreement, the actual cost paid for such securities, in each case, as may be adjusted proportionately to reflect any stock dividends, stock splits, combinations, reclassifications and other like events involving Common Shares, but not to reflect any cash dividends or other cash distributions, in each case made from the operating cash flows of the Company or its Subsidiaries or Project Companies.

“ CVPS Transaction ” means a transaction involving the capital stock or assets of CVPS, other than a transaction primarily involving or in respect of the Company.

“ Diamond Castle ” means Diamond Castle Partners IV, L.P. or Diamond Castle Partners IV-A, L.P. and each of their respective affiliated investment entities.

“ Drag-Along Portion ” means, with respect to any Other Stockholder in a Drag-Along Sale, the number of Company Equity Securities of such Other Stockholder equal to the number derived by multiplying (x) the number of Company Equity Securities proposed to be Transferred by such Drag-Along Seller in such Drag-Along Sale as a percentage of the total number of Company Equity Securities owned by such Drag-Along Seller by (y) the aggregate number of Company Equity Securities of such Other Stockholder.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“ Full Funding ” means all of the Company Equity Securities with respect to the Purchase Commitment have been purchased by Wind Acquisition and issued by the Company as contemplated under the Subscription Agreement.

“ GAAP ” means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession that are in effect from time to time.

“ Governmental Authority ” means any federal, state, local or foreign governmental authority, department, commission, board, bureau, agency, court, instrumentality or judicial or regulatory body or entity.

“ Indebtedness ” of any Person means, without duplication, (i) the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (if any), unpaid fees or expenses and other monetary obligations in respect of (A) indebtedness of such Person for money borrowed and (B) indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities arising in the Ordinary Course of Business (as such term is defined in the Subscription Agreement) (other than the current liability portion of any indebtedness for borrowed money)); (iii) all obligations of such Person under leases required to be capitalized in accordance with GAAP; (iv) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction; (v) all obligations of such Person under interest rate or currency swap transactions (valued at the termination value thereof); (vi) all obligations of the type referred to in clauses (i) through (v) of any Persons for the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, including guarantees of such obligations; and (vii) all obligations of the type referred to in clauses (i) through (vi) of other Persons secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

“ Initial Closing ” shall have the meaning ascribed to such term in the Subscription Agreement.

“ Initial Ownership ” means, with respect to any Stockholder, the Company Equity Securities beneficially owned by such Stockholder as of the date of the Subscription Agreement, in each case after taking into account any stock split, stock dividend, reverse stock split, recapitalization, reorganization or other similar event; provided , however , that with respect to the ownership of Wind Acquisition, the “Initial Ownership” shall be determined as if all of the Company Equity Securities to be purchased by Wind Acquisition pursuant to the Purchase Commitment shall have been purchased as of such date.

“ Law ” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule, regulation, order, injunction, judgment, doctrine, decree, ruling, writ, assessment or arbitration award or other requirement of a Governmental Authority.

“ Lien ” means any lien, pledge, mortgage, deed of trust, security interest claim, lease, charge, option, right of first refusal, transfer restriction under any shareholders or similar agreement, encumbrance or any other restriction or limitation other than as imposed by the Subscription Agreement, the Company Documents (as such term is defined in the Subscription Agreement) or the CVPS Documents (as such term is defined in the Subscription Agreement).

“ Management Stockholders ” means those certain members of management of the Company or its Subsidiaries who, from time to time, are party to the Management Stockholders’ Agreement and their permitted transferees pursuant to such Agreement.

“ Management Stockholders’ Agreement ” means the Management Stockholders’ Agreement entered into as of the date hereof between the Company and certain Management Stockholders, as the same may be amended from time to time.

“ New By-laws ” means the amended and restated by-laws of the Company, to be in effect on the Initial Closing Date (as defined in the Subscription Agreement), which shall be reasonably satisfactory to Wind Acquisition and CVPS, or the By-laws of the Company adopted as part of the Jurisdictional Merger (if the same occurs), in either case, as the same may be amended in accordance with the terms hereof.

“ Other Stockholders ” means all Stockholders other than Wind Acquisition.

“ Ownership Percentage ” means, with respect to any Stockholder (as determined from time to time for purposes of this Agreement) or Management Stockholder, as the case may be, the aggregate voting rights under the Company Equity Securities beneficially owned by such Stockholder, or Management Stockholder, as the case may be, stated as a percentage of the aggregate voting rights of all Stockholders and Management Stockholders, as a group, under issued and outstanding Company Equity Securities as of the time of such determination.

“ Permitted Exception ” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance; (ii) statutory liens for current taxes, assessments or other governmental charges that are not yet due and payable or not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings, provided an appropriate reserve has been established therefor on the financial statements in accordance with GAAP; (iii) mechanics’, carriers’, workers’, and repairers’ Liens arising or incurred in the ordinary course of business that are not, individually or in the aggregate, material to the business, operations and financial condition of the Company property so encumbered and that are not resulting from a breach, default or violation by the Company of any contract or Law or if payment is not yet due on the underlying obligation; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Authority, provided that such regulations have not been violated; and (v) statutory or common law liens to secure landlords, lessors, or renters under leases or rental agreements confined to the premises rented, that are not, individually or in the aggregate, material to the business, operations and financial condition of the Company.

“ Permitted Transferee ” means (i) with respect to Wind Acquisition, Diamond Castle or an affiliated investment entity that is under common control with either Wind Acquisition or Diamond Castle; or (ii) with respect to CVPS, any wholly-owned Subsidiary of CVPS or any parent of CVPS that holds a majority of the capital stock of CVPS; provided , however , that in all cases such Transferee shall agree in writing in the form attached as Exhibit A hereto to be bound by and to comply with all applicable provisions of this Agreement; provided , further , however , that in no event shall (A) the Company or any of its Subsidiaries or Project Companies, (B) any “portfolio company” (as such term is customarily used among institutional investors) of any Stockholder or any entity controlled by any portfolio company of any Stockholder, or (C) any Company Competitor (whether or not an Affiliate of the transferring Stockholder) constitute a “Permitted Transferee”.

“ Person ” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a Governmental Authority.

“ Potential Tagging Stockholder ” means, in any Tag-Along Sale, (i) CVPS if Wind Acquisition is the Tag-Along Seller in such Tag-Along Sale and (ii) Wind Acquisition if CVPS is the Tag-Along Seller in such Tag-Along Sale.

“ Project ” means any electric power generation farm or facility in which the Company holds a direct or indirect ownership interest.

“ Project Companies ” means, as of the date hereof, Catamount Cymru Cyf., Catamount Energy Ltd., DK Burgerwindpark Eckolstadt GmbH & Co. KG, DK Windpark Kavelstorf GmbH & Co. KG, Glebe Mountain Wind Energy, LLC, Laurel Hill Wind Energy, LLC, Rumford Cogeneration Company Limited Partnership, Ryegate Associates, Sweetwater Wind 1 LLC, Sweetwater Wind 2 LLC and Sweetwater Wind 3 LLC .

“ Public Offering ” means an underwritten public offering of Company Equity Securities (or securities of the Company that include Company Equity Securities) pursuant to (i) an effective registration statement under the Securities Act, other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form, or (ii) a registered public offering or any other transaction the result of which is that the Company Equity Securities (or securities of the Company that include Company Equity Securities) are listed on the Toronto Stock Exchange, Canadian Venture Exchange, the London Stock Exchange or Euronext Brussels or any similar securities trading market, in either case, where at least 15% of the economic interest in the Company is sold in such offering or the aggregate gross proceeds of such offering are at least $50,000,000.

“ PUHCA ” means the Public Utility Holding Company Act of 1935, as amended, and the rules and regulations promulgated thereunder.

“ PURA ” means the Texas Public Utility Regulatory Act, Texas Utilities Code Sections 11.001 through 64.157, or any successor statute thereof.

“ Purchase Commitment ” shall have the meaning ascribed thereto under the Subscription Agreement.

“ PURPA ” means the Public Utility Regulatory Policies Act of 1978, as amended, and the rules and regulations promulgated thereunder.

“ Qualifying Rights Transfer ” means, with respect to any applicable Stockholder, a Transfer, to the extent such Transfer is permitted pursuant to Section 3.01 of this Agreement, as part of a single transaction by such Stockholder, in which such Stockholder Transfers to a Third Party (or a “group” (as such term is defined under Rule 13d-3 of the Exchange Act) of Third Parties) all of the greater of (a) such Stockholder’s Initial Ownership and (b) such Stockholder’s Company Equity Securities.

“ Required Return ” with respect to any Stockholder means an amount equal to (i) such Stockholder’s Cost, plus (ii) a return on such Stockholder’s Cost at a rate of 15% (on a pre-tax basis) compounded annually from (a) the date on which the Subscription Agreement was executed (in the case of Company Equity Securities owned by such Stockholder as of the Initial Closing), or (b) the date that such Stockholder purchased the Company Equity Securities with respect to which such Required Return is being calculated (in the case of Company Equity Securities acquired after the Initial Closing). Required Return shall be calculated taking into account all distributions (on a pre-tax basis) of cash, stock or other property (valued at fair market value) paid to the Stockholder, subsequent to the date on which the Subscription Agreement was executed and on or before the date of determination of the Required Return for all Company Equity Securities for which such return is being calculated, and any amounts paid by a purchaser into an escrow account in connection with a Drag-Along Sale shall be deemed a distribution paid to the Stockholder for purposes of the foregoing calculation.

“ Requirement of Law ” means all laws, statutes, codes, acts, ordinances, orders, judgments, decrees, injunctions, rules, regulations, permits, licenses, authorizations, directions and requirements of any Governmental Authority.

“ Restated Certificate ” means the restated articles of incorporation of the Company, in the form attached hereto as Exhibit B , to be in effect on the Initial Closing Date (as defined in the Subscription Agreement), or the certificate of incorporation of the Company adopted as part of the Jurisdictional Merger (if the same occurs), in either case, as the same may be amended in accordance with the terms hereof.

“ Restricted Affiliate ” means, with respect to a Stockholder, an Affiliate of such Stockholder whose principal purpose is to, directly or indirectly through one or more intermediaries, own or hold a direct or indirect interest in the Company Equity Securities of such Stockholder, or whose principal asset or investment is, directly or indirectly through one or more intermediaries, a direct or indirect interest in the Company Equity Securities of such Stockholder. For purposes of this definition and Section 3.05, CRC, and not CVPS, shall be considered the “Stockholder” and CRC shall be deemed to be a “ Restricted Affiliate ” of CVPS.

“ Restricted Affiliate Parent ” means, with respect to a Restricted Affiliate, the Person that directly owns the capital stock or other equity interests of such Restricted Affiliate. For purposes hereof, CVPS shall be deemed to be the “ Restricted Affiliate Parent ” of CRC.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“ Stockholder ” means each Person (other than the Company) who shall be a party to or shall be required under this Agreement (pursuant to Section 3.03 or otherwise) to be bound by this Agreement (as may be amended from time to time). Notwithstanding that CRC is the record owner of Company Equity Securities as of the date hereof, CVPS shall be deemed to be the Stockholder thereof with respect to such Company Equity Securities owned of record by CRC, and CVPS, CRC and their respective Permitted Transferees shall be deemed one and the same Stockholder (unless the context requires otherwise and except as otherwise provided herein).

“ Subscription Agreement ” means the Stock Subscription Agreement, dated as of even date herewith, by and among the Company, Wind Acquisition , CVPS and CRC.

“ Subsidiary ” means, with respect to any Person, another Person of which (i) a majority of the outstanding share capital, voting securities or other equity interests are owned, directly or indirectly, by such first Person or (ii) such first Person is entitled, directly or indirectly, to appoint a majority of the board of directors, board of managers or comparable body of such other Person.

“ Sweetwater 3 Equity Commitment Agreement ” means the Membership Interest Purchase and Equity Capital Contribution Agreement, dated as of May 10, 2005, by and among Sweetwater Wind 3 LLC, DKR Wind Energy, LLC, Babcock & Brown Sweetwater 3 LLC, Catamount Sweetwater 3 LLC, FC Energy Finance I, Inc., The Northwestern Mutual Life Insurance Company, Bankers Commercial Corporation and The Prudential Insurance Company of America.

“ Tag-Along Pro Rata Share ” means, with respect to each Tag-Along Seller, Tagging Person or Management Tagging Person, as the case may be, a number of Company Equity Securities equal to the aggregate number of Company Equity Securities the prospective purchaser in a Tag-Along Sale is willing to purchase, multiplied by a fraction, the numerator of which is the Ownership Percentage of such Tag-Along Seller, Tagging Person or Management Tagging Person, as the case may be, and the denominator of which is equal to the aggregate Ownership Percentage of the Tag-Along Seller, all Tagging Persons and all Management Tagging Persons.

“ Third Party ” means a prospective purchaser of Company Equity Securities in a bona fide arm’s-length transaction from a Stockholder, other than a prospective purchaser that is either (i) a Permitted Transferee, (ii) an Affiliate or (iii) a portfolio company (as such term is customarily used among institutional investors) of such Stockholder.

“ Transfer ” means, with respect to any Company Equity Securities, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such Company Equity Securities or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing, and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation, or other transfer of such Company Equity Securities or any participation or interest therein or any agreement or commitment to do any of the foregoing, except in each case with respect to clause (i) or (ii), such transfer shall not include a CVPS Transaction.

“ Transfer Taxes ” means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes (as defined in the Subscription Agreement) or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Authority in connection with the transactions contemplated by this Agreement, including, without limitation, any payments made in lieu of any such Taxes or governmental charges which become payable in connection with the transactions contemplated by this Agreement.

“ Trigger Date ” shall have the meaning ascribed to such term in the Subscription Agreement.

“ VBCL ” means the Business Corporation Law of the State of Vermont, subject to Section 2.11 .

(b) Each of the following terms is defined in the Section set forth opposite such term:

SECTION 1.02. Other Definitional and Interpretive Matters . Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time . When calculating the period before which, within which or after 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 shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Dollars . Any reference in this Agreement to “$” means U.S. dollars.

Annexes/Exhibits/Schedules . The Annexes, Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Annex, Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement.

Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Article” or “Section” are to the corresponding Article or Section of this Agreement unless otherwise specified.

Herein . The words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

SECTION 1.03. Effectiveness of this Agreement . Notwithstanding any other provision of this Agreement, this Agreement shall not take effect until the Trigger Date.

ARTICLE 2

CORPORATE GOVERNANCE

SECTION 2.01. Composition of the Board .

(a) Effective as of the Trigger Date (as defined in the Subscription Agreement), the Board shall be comprised of seven directors, and, subject to the provisions of Sections 2.01(b) through 2.01(j) hereof, such directors shall be designated as follows:

(i) Wind Acquisition shall have the right to designate three directors (the “ Wind Directors ”);

(ii) CVPS shall have the right to designate three directors (the “ CVPS Directors ”); and

(iii) the Chief Executive Officer of the Company (who shall initially be James J. Moore, Jr.) shall be designated as a director (the “ CEO Director ”).

(b) Subsequent to the date hereof, in the event of any changes in the Ownership Percentage of Wind Acquisition or CVPS, each of Wind Acquisition and CVPS shall be entitled to designate the number of directors which corresponds to its Ownership Percentage pursuant to the following table:

(c) Each Stockholder shall, at any time it is then entitled to vote for the election of directors to the Board, vote all of its Company Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other necessary action (including causing the Company to call a special meeting of stockholders) in order to ensure that the composition of the Board is as set forth in this Section 2.01 .

(d) The Company shall cause each individual designated pursuant to Section 2.01(a) or 2.03 to be nominated to serve as a director on the Board, and to take all other necessary actions (including calling a special meeting of the Board and/or stockholders) to ensure that the composition of the Board is as set forth in this Section 2.01 . The Company and each Stockholder shall take such action as may be required under applicable law to cause the Board to consist of the number of directors specified in Section 2.01(a) .

(e) If at any time, the Ownership Percentage of Wind Acquisition or CVPS is reduced (by Transfer, issuance of new Company Equity Securities by the Company or otherwise, in each case in compliance with this Agreement) such that the number of directors that Wind Acquisition or CVPS, as the case may be, is entitled to designate pursuant to Section 2.01(a) is reduced by one or more directors, then Wind Acquisition or CVPS, as the case may be, shall promptly cause such number of its then designated directors equal to the number by which the number of its designated directors has been so reduced as aforesaid to resign from the Board. Such director position(s) shall be filled by the stockholders of the Company in accordance with the VBCL, the Restated Certificate, the New By-laws and this Agreement. Notwithstanding that Wind Acquisition or CVPS is no longer entitled to designate one or more persons to serve as directors pursuant to Section 2.01(a) , nothing herein shall preclude an Affiliate, director, officer, partner, associate or employee of Wind Acquisition or CVPS from serving on the Board; provided that such person is elected by the stockholders of the Company in accordance with this Section 2.01(e) and is not otherwise in violation of this Agreement.

(f) To the extent that Wind Acquisition or CVPS is entitled to designate at least one director pursuant to Section 2.01(a) , the Stockholders shall cause the Board to cause each executive committee, compensation committee, audit committee, investment committee, nominating committee or other significant committee of the Board (including any committee performing the functions usually reserved for the committees described above), if any, to include at least one Wind Director and one CVPS Director; provided that the composition of each committee shall reflect the relative number of Wind Directors and CVPS Directors on the Board.

(g) Notwithstanding the terms of any other stockholders agreement, partnership agreement, limited liability company agreement or other similar governance agreement or instrument of any Subsidiary of the Company, if any Wind Director or CVPS Director shall serve as a member of the board of directors or other governing body of any Subsidiary of the Company, then the composition of such Subsidiary board of directors or other governing body shall reflect the relative number of Wind Directors and CVPS Directors on the Board.

(h) The Stockholders shall negotiate in good faith such changes to the composition of the members of the board of directors of the Company as may be necessary to comply with applicable securities laws or any law, rule or listing requirement of any national stock exchange or SEC recognized trading market on which securities of the company are listed or quoted that is applicable to the Company, including the appointment of independent directors; provided that the relative number of Wind Directors and CVPS Directors on the Board shall, to the extent practicable, reflect the requirements of Sections 2.01(a) through (e).

(i) CVPS shall not, and shall not have the right to, designate a Person as a CVPS Director if such Person is a director, officer or otherwise an employee of any Company Competitor or if such Person is an Affiliate of a Company Competitor, unless, in each case, CVPS shall cause any such CVPS Director to execute an agreement pursuant to which such Person agrees to take reasonable steps to ensure that no Competitively Sensitive Information relating to the Company, its Subsidiaries or the Project Companies is transferred, communicated or otherwise disclosed to any other Person at CRC, CVPS or a Company Competitor and CVPS shall otherwise comply with its obligations under this Agreement (including, without limitation, Sections 5.02 and 5.04 hereof). In addition, any CVPS Director who is a director, officer or otherwise an employee of any Company Competitor or who is an Affiliate of a Company Competitor shall, in addition to executing the agreement specified in the preceding sentence, recuse him or herself from any discussions of the Board involving Competitively Sensitive Information.

(j) The right of each of CVPS and Wind Acquisition to designate directors to the Board pursuant to Section 2.01(a) hereof shall be transferable to a Third Party only in connection with a Qualifying Rights Transfer.

SECTION 2.02. Removal . No Stockholder shall, at any time it is then entitled to vote for the removal of directors from the Board, vote any of its Company Equity Securities in favor of the removal of any director who shall have been designated by Wind Acquisition or CVPS pursuant to Section 2.01, unless the designating party shall have consented to such removal in writing; provided, however, that if Wind Acquisition or CVPS shall request in writing the removal, with or without cause (as determined in accordance with Section 8.08 of the VBCL), of any such director so designated by it, such Stockholder shall vote all its Company Equity Securities that are entitled to vote in favor of such removal.

SECTION 2.03. Vacancies . If, as a result of death, disability, retirement, resignation, removal or otherwise (other than pursuant to Section 2.01(e) ), there shall exist or occur any vacancy on the Board:

(a) the Person that designated the deceased, disabled, retired, resigning or removed director may designate another individual (the “ Replacement Nominee ”) to fill such vacancy and serve as a director on the Board;

(b) each Stockholder then entitled to vote for the election of directors to the Board shall vote all of its Company Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, in order to ensure that the Replacement Nominee is elected to the Board; and

(c) upon the resignation or removal of the Chief Executive Officer of the Company from such office, such Person shall be deemed to have resigned from the Board as the CEO Director immediately upon such resignation or removal.

SECTION 2.04. Director Expenses . The Company shall pay all reasonable and documented out-of-pocket expenses incurred by each director in connection with attending regular and special meetings of the Board and any committee thereof, and any such meetings of the board of directors of any Subsidiary of the Company and any committee thereof.

SECTION 2.05. Restated Certificate or New By-Law Provisions . Each Stockholder shall vote all of its Company Equity Securities that are entitled to vote or execute proxies or written consents, as the case may be, and take all other actions necessary, to ensure that the Company’s Restated Certificate and New By-laws (i) facilitate, and do not at any time conflict with, any provision of this Agreement and (ii) permit each Stockholder to receive the benefits to which such Stockholder is entitled under this Agreement. The Company shall take such action (including by exercising any voting control) within its power and authority necessary to ensure that the organizational documents of its Subsidiaries facilitate and do not at any time conflict with any provision of this Agreement and permit each Stockholder to receive the benefits to which such Stockholder is entitled under this Agreement.

SECTION 2.06. Company Budget .

(a) Subject to Sections 5.04(c)(ii) and 2.06(e) and for so long as (i) with respect to Wind Acquisition only, the Ownership Percentage of Wind Acquisition continues to equal or exceed 25%, or (ii) with respect to CVPS only, the Ownership Percentage of CVPS continues to equal or exceed 25%, the Company shall prepare, or cause to be prepared, and submit to Wind Acquisition, so long as the condition set forth in the foregoing clause (i) is satisfied, and to CVPS, so long as the condition set forth in the foregoing clause (ii) is satisfied, at least 30 days prior to the end of any fiscal year, a draft operating and capital expenditure budget for the then-succeeding fiscal year with respect to the Company and its Subsidiaries on a consolidated basis (the “ Draft Budget ”);

(b) Subject to Sections 5.04(c)(ii) , 2.06(d) and 2.06(e) and for so long as (i) with respect to Wind Acquisition only, the Ownership Percentage of Wind Acquisition continues to equal or exceed 25%, or (ii) with respect to CVPS only, the Ownership Percentage of CVPS continues to equal or exceed 25%, the Draft Budget shall not be the adopted and approved budget of the Company and its Subsidiaries (the “ Approved Budget ”) without the consent of Wind Acquisition, so long as the condition set forth in the foregoing clause (i) is satisfied, and without the consent of CVPS, so long as the condition set forth in the foregoing clause (ii) is satisfied; provided , that the Approved Budget shall not govern, be applicable to or in any way set forth the cash dividend or distribution policies of the Company or any Subsidiaries, which cash dividend and distribution policies shall be determined solely by the Board, subject to Section 2.07 .

(c) Subject to Section 2.06(d) , if the Company and each of Wind Acquisition and CVPS, to the extent entitled to approve the Approved Budget in accordance with Section 2.06(b) , cannot agree on and adopt an Approved Budget for the then-succeeding fiscal year by the end of the then current fiscal year, then the Approved Budget for such then-succeeding fiscal year shall be the then-existing Approved Budget, modified by increasing each line-item amount reflected therein no more than 10% or such other amount as may have been otherwise approved by Wind Acquisition and CVPS. For the fiscal year ending December 31, 2005, the existing operating and capital expenditure budgets for the Company and Subsidiaries attached hereto as Annex A (with such changes thereto as shall be mutually agreeable to Wind Acquisition and CVPS) shall be deemed to be the existing Approved Budget.

(d) Prior to the Full Funding, and without regard to whether amounts therefor are authorized in any Approved Budget, Wind Acquisition shall have sole discretion and authority to approve the purposes for which the Purchase Commitment is expended, including, without limitation, capital, project development or operating expenditures to be made with such Purchase Commitment, and neither the Company nor any of its Subsidiaries shall incur or pay any capital expenditure unless Wind Acquisition shall have consented to such incurrence or payment (as the case may be). In no event shall CVPS’s rights to consent to an Approved Budget under Section 2.06(b) limit the power and authority of Wind Acquisition as set forth under this Section 2.06(d) (and such right to consent shall be subject to the rights of Wind Acquisition under this Section 2.06(d) ).

(e) CVPS’s rights under this Section 2.06 shall not be transferable by CVPS, including, without limitation, in connection with any Transfers of Company Equity Securities made by CVPS. Wind Acquisition shall be able to transfer its rights under this Section 2.06 to a Third Party only in connection with a Qualifying Rights Transfer.

SECTION 2.07. Limitations on Certain Actions by the Company . Subject to Sections 5.04(c)(ii) , 5.04(e) and 2.08 hereto and for so long as (i) with respect to Wind Acquisition only, the Ownership Percentage of Wind Acquisition continues to equal or exceed 10%, or (ii) with respect to CVPS only, the Ownership Percentage of CVPS continues to equal or exceed 10%, without the consent of Wind Acquisition, so long as the condition set forth in the foregoing clause (i) is satisfied, and without the consent of CVPS, so long as the condition set forth in the foregoing clause (ii) is satisfied, the Company shall not (and to the extent applicable, its Subsidiaries shall not and the Company shall cause its Subsidiaries not to, and shall not take any action to approve or otherwise authorize the Project Companies to):

(a) amend or permit the amendment of the Company’s or any of its Subsidiaries’ or Project Companies’ certificate of incorporation, charter, by-laws, memorandum of association, articles of association, partnership agreement, limited liability company agreement, certificate of limited partnership, certificate of formation, certificate of trust, trust agreement, indenture or other agreement or instrument under which such Person is formed or organized under applicable laws, except (i) in a manner that would not adversely affect either Wind Acquisition or CVPS, (ii) in connection with any Drag-Along Sale, (iii) in connection with any Public Offering approved under Section 2.07(n) (if applicable) or sale of equity or debt securities otherwise permitted under this Section 2.07 , (iv) in connection with the Jurisdictional Merger on the terms and conditions specified in Section 2.11 or (v) as may be required by applicable Law (including any changes in Law);

(b) institute or consent to, or permit any of its Subsidiaries or Project Companies to institute or consent to, any Bankruptcy Event or the liquidation, dissolution or winding-up of the Company or its Subsidiaries or Project Companies, subject to the fiduciary duties of the directors, general partners or managing members of the Company or any of its Subsidiaries or its Project Companies;

(c) enter into any transaction with any of the officers, directors, or Affiliates of the Company or any of their respective Subsidiaries or Project Companies, except in the ordinary course of business or pursuant to the reasonable requirements of the Business and upon fair and reasonable terms at least as favorable to the Company or such applicable Subsidiary or Project Company as could have been obtained on an arm’s length basis (other than a transaction that is subject to the rights of Wind Acquisition under Section 2.06(d) or subject to such Stockholder’s preemptive rights under Section 4.04 ); provided that (i) the transactions contemplated (including, without limitation, with respect to the Full Funding) under the Subscription Agreement, (ii) transactions relating to the employment or compensation of employees of the Company and its Subsidiaries expressly contemplated by the Subscription Agreement and (iii) transactions otherwise expressly contemplated by the terms of this Agreement, shall in each case be deemed to be transactions not subject to this Section 2.07(c) ;

(d) subject to the Statement of Management Authority incur, or become liable, or allow any of its Subsidiaries or take any action to approve or otherwise authorize any of its Project Companies to incur or become liable, for Indebtedness, other than Indebtedness (i) required (A) by any applicable law (including any changes in law), (B) under any contractual obligation not undertaken in violation of this Agreement, or (C) to repair any damage caused to any Project as a result of any accident, act of God, landslide, lightning, earthquake, fire, explosion, flood, nuclear radiation, acts of terrorism, war, riot or civil disturbance, insurrection, or any similar occurrence, (ii) as part of or in connection with a Public Offering approved under Section 2.07(n) (if applicable) or (iii) specified in or contemplated by an Approved Budget;

(e) subject to Section 2.06(d) , any issuance of Company Equity Securities, other than (i) issuances of Company Equity Securities upon exercise, conversion or exchange of Company Equity Securities which, when issued, were exempt from such consent rights, (ii) issuances of Company Equity Securities to employees, officers and/or directors of the Company pursuant to employee benefit or similar plans or arrangements contemplated by the Subscription Agreement or otherwise implemented as part of funding pursuant to the Subscription Agreement, (iii) as part of a Public Offering approved under Section 2.07(n) (if applicable), and (iv) issuances otherwise required (A) for capital expenditure and project development expenses as contemplated by an Approved Budget, (B) in connection with the performance of the obligation to issue Company Equity Securities as contemplated under the Subscription Agreement, (C) for transactions contemplated by Sections 2.07(g) and 2.07(j) , (D) by any applicable law (including any changes in law), (E) under any contractual obligation, or (F) to repair any damage caused to any Project as a result of any accident, act of God, landslide, lightning, earthquake, fire, explosion, flood, nuclear radiation, acts of terrorism, war, riot or civil disturbance, insurrection, or any similar occurrence;

(f) (x) declare or pay any dividends or make any distributions, in each case in cash or property, on its Company Equity Securities or (y) purchase, redeem or otherwise acquire any equity interest of the Company (including any Company Equity Securities) or any of its Subsidiaries or the Project Companies, or any securities convertible into an equity interest of the Company or any of its Subsidiaries, or, solely in the case of clause (y) above, permit any of its Subsidiaries or Project Companies to do any of the foregoing, other than (i) repurchases of equity interests from employees of the Company and its Subsidiaries upon termination of employment or (ii) as part of a Public Offering approved under Section 2.07(n) (if applicable);

(g) other than between the Company and any wholly-owned Subsidiary or between two wholly-owned Subsidiaries, merge or consolidate with any Third Party, or sell all or substantially all of its assets, in a single transaction or series of related transactions, to any Third Party, or permit any of its Subsidiaries, or take any action to permit any of its Project Companies, to merge or consolidate with any Third Party, or sell all or substantially all of such Subsidiary’s or Project Company’s assets in a single transaction or series of related transactions to any Third Party; provided , however , that the approval of CVPS shall not be required to the extent that any such transaction is (i) pursuant to and contemporaneously with a Drag-Along Sale or (ii) in connection with the Jurisdictional Merger on and subject to the terms and conditions specified in Section 2.11;

(h) select, terminate or remove the Chief Executive Officer of the Company;

(i) adopt, materially amend or make any material modification to any cash bonus or severance plan, equity-based compensation plan or other compensation plan contemplated by the Subscription Agreement or otherwise implemented as part of the Initial Closing pursuant to the Subscription Agreement with respect to any employee or group of employees of the Company or any of its Subsidiaries, or permit any of such entities to do any of the foregoing; provided that Wind Acquisition and CVPS shall only have the right pursuant to this clause (i) to consent to the type and aggregate amount of compensation that may be awarded pursuant to any such plan and the general criteria by which such compensation may be awarded, but in no way the amount, type or criteria with respect to any individual under such plan, which shall be determined by the Board or its compensation committee;

(j) subject to the sole right of Wind Acquisition to consent to, or approve the making of any of the following described transactions in respect of, matters contemplated by Section 2.06(d) , (i) acquire, or permit any of its Subsidiaries or Project Companies to acquire, the assets or business of any Person having a value in excess of $10,000,000 in any single transaction or series of related transactions unless specified in an Approved Budget or in the Statement of Management Authority then in effect, or (ii) make a loan or advance to any Person or guarantee any loan of any Person, in each case in an amount in excess of $10,000,000 in any single transaction or series of related transactions, or permit any of its Subsidiaries or Project Companies to do any of the foregoing;

(k) subject to the sole right of Wind Acquisition to consent to, or approve the making of any of the following described transactions in respect of, matters contemplated by Section 2.06(d) , make, or permit any of its Subsidiaries or Project Companies to make, any sale or any other transfer of assets having a value in excess of $10,000,000 in any single transaction or series of related transactions unless specified in an Approved Budget or in the Statement of Management Authority then in effect;

(l) materially change the nature of the Company’s Business; it being understood that any services, activities or businesses incidental, or ancillary to, the Business, provided as such, shall not be considered a change in the Business;

(m) subject to any Lien or otherwise encumber or, except for Permitted Exceptions, permit, allow or suffer to be encumbered any of the properties or assets (whether tangible or intangible) of, or used by, the Company, any of its Subsidiaries or the Project Companies, in each case greater than $1,000,000, other than any Lien incurred in connection with Indebtedness permitted under Section 2.07(d) ;

(n) complete an initial Public Offering or any other action that would result in any Company Equity Securities becoming publicly traded; or

(o) obligate or otherwise commit or permit the Company or any of its Subsidiaries or take any action to permit the Project Companies (to the extent applicable), to do any of the foregoing things.

SECTION 2.08. Limitations on Consent Rights .

(a) The consent rights of each of CVPS and Wind Acquisition pursuant to Section 2.07 hereof shall be transferable to any other Third Party only in connection with a Qualifying Rights Transfer; provided , however , that, with respect to CVPS, the right to consent to the actions or transactions described in Sections 2.07(h) , 2.07(i) , 2.07(j) and 2.07(k) (only as applicable to such sections) shall, in any event, not be transferable.

(b) The right to consent to the actions or transactions described in Sections 2.07(d) , 2.07(e) , 2.07(g) , 2.07(h) , 2.07(j) , 2.07(k) , 2.07(l) , 2.07(m) , 2.07(n) and 2.07(o) (with respect to Section 2.07(o) , only as to the actions enumerated in Sections 2.07(d) , 2.07(e) , 2.07(g) , 2.07(h) , 2.07(j) , 2.07(k) , 2.07(l) , 2.07(m) and 2.07(n) ) shall terminate (i) with respect to Wind Acquisition only, if the Ownership Percentage of Wind Acquisition falls below 25%, and (ii) with respect to CVPS only, if the Ownership Percentage of CVPS falls below 25%.

SECTION 2.09. Termination/Suspension of Certain Rights . In the event that (i) Wind Acquisition fails to fully comply with their obligations with respect to the Purchase Commitment and (except with respect to the Final Closing, as such term is defined in the Subscription Agreement) Wind Acquisition has not cured any such failure in its entirety within 30 days of such breach or (ii) the Full Funding has not occurred by the third anniversary of the execution of Subscription Agreement, then as of such time, the rights of Wind Acquisition under Sections 2.01 , 2.06 and 2.07 shall be determined in accordance with the applicable Ownership Percentage of Wind Acquisition after giving effect to the conversion of the Class B Stock in accordance with the terms of the Restated Certificate as a result of the foregoing breach or failure to fund.

SECTION 2.10. Statement of Management Authority . Each of Wind Acquisition and CVPS shall use its good faith reasonable best efforts to cause the Board to adopt as soon as practicable after the date hereof, but in no event later than 60 days after the date hereof, a statement setting forth management’s authority and reporting responsibilities and specifying those actions that management shall have the authority to take without further approval from the Board (the “ Statement of Management Authority ”), which Statement of Management Authority shall be in form and substance to be agreed upon by Wind Acquisition and CVPS. Thereafter, for so long as Wind Acquisition or CVPS have an Ownership Percentage of at least 25%, the Statement of Management Authority may be amended only with the written consent of Wind Acquisition and CVPS, as applicable.

SECTION 2.11. Jurisdictional Merger . Upon the request of Wind Acquisition, each of CVPS and the Company shall use its respective commercially reasonable efforts to cause the Board and the Company to effect, as soon as practicable after such request, the Company’s change of its jurisdiction of incorporation to the State of Delaware, which may be accomplished through a merger of the Company with a corporation formed under the laws of the State of Delaware and pursuant to which all properties, rights, privileges, powers and franchises and all of the debts, liabilities and duties of the Company shall become those of the surviving corporation (the “ Jurisdictional Merger ”). The surviving corporation’s certificate of incorporation shall be in substance identical to the Restated Certificate except for those administrative and ministerial changes necessary to conform to Delaware Law and the by-laws of the surviving corporation shall be in form and substance substantially similar to the New By-Laws. The Jurisdictional Merger shall be subject to the prior approval of CVPS (which consent shall not be unreasonably withheld or delayed); provided, however, that CVPS shall be entitled to withhold its consent to the Jurisdictional Merger to the extent that it can demonstrate that the Jurisdictional Merger would have a significant adverse economic effect on CVPS or the Company. CVPS and the Company agree to cooperate fully in connection determining if any consents are necessary to effect the Jurisdictional Merger and with any filings or other actions that may be necessary to effect the Jurisdictional Merger. Upon the effectiveness of the Jurisdictional Merger, all references herein to sections of the VBCL shall automatically be deemed to be references to similar sections of the Delaware General Corporation Law.

ARTICLE 3

RESTRICTIONS ON TRANSFER

SECTION 3.01. General Restrictions on Transfer .

(a) Each Stockholder understands and agrees that the Company Equity Securities held by it on the date hereof have not been registered under the Securities Act and are restricted securities under the Securities Act. No Stockholder shall Transfer any Company Equity Securities (or solicit any offers in respect of any Transfer of any Company Equity Securities), except in compliance with the Securities Act, any other applicable securities or “blue sky” laws and any restrictions on Transfer contained in this Agreement or any other provisions set forth in any other agreements or instruments pursuant to which such Company Equity Securities were issued. No Stockholder shall Transfer any Company Equity Securities if such Transfer would cause Company Equity Securities to become subject to registration under the Exchange Act, except in connection with a Public Offering.

(b) Neither Wind Acquisition nor CVPS may Transfer any of its Company Equity Securities, except (i) to a Permitted Transferee in accordance with Section 3.03 , (ii) in a Transfer pursuant to or as permitted under Section 3.04 , or (iii) in a Tag-Along Sale pursuant to Section 4.01 , a Drag-Along Sale pursuant to Section 4.02 or a sale pursuant to a Buy/Sell Offer provided pursuant to Section 4.05 , and, in respect of each of clauses (i), (ii) and (iii), any such Transfer thereunder must be only at such time as permitted pursuant to such provisions.

(c) Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer any Company Equity Securities to any Person unless such transferee shall have agreed in writing to be bound by the terms of this Agreement by executing a Joinder Agreement in the form of Exhibit A attached hereto (unless such transferee is already so bound).

(d) Notwithstanding anything in this Agreement to the contrary, no Stockholder shall Transfer any Company Equity Securities to any Person (whether or not a Permitted Transferee) if such Transfer would result in an Adverse Regulatory Event. No Stockholder shall take any action, and each Stockholder shall use commercially reasonable efforts to prevent any third-party action within its reasonable control, if such action would result in an Adverse Regulatory Event. Each Stockholder shall cooperate with any affected Stockholder, and shall use all commercially reasonable efforts, to remedy any Adverse Regulatory Event. Each Stockholder shall use commercially reasonable efforts not to acquire any interest in any, or become an electric utility or electric utility holding company if that would result in an Adverse QF Event. Unless otherwise required by law, no Stockholder will consummate any Transfer if, after reasonable inquiry into the circumstances of such transfer, including the regulatory status of the transferee, such Stockholder has knowledge that such Transfer would result in an Adverse QF Event. If any party breaches this Section 3.01(d) , then the other parties shall be entitled to such relief at law or in equity as may be awarded by a court of competent jurisdiction. In connection with any Transfer permitted by the terms of this Agreement, each Stockholder, at the request and expense of the transferring Stockholder, will use its commercially reasonable efforts to (i) make all appropriate filings and submissions with any Governmental Authority that may be necessary, proper or advisable under applicable laws and regulations in respect of such Transfer and (ii) cooperate in all respects with the other Stockholders and the Company in connection with such filing or submission.

(e) Notwithstanding anything in this Agreement to the contrary, no Stockholder may Transfer any Company Equity Securities to any Company Competitor or any Affiliate of a Company Competitor unless such Transfer is in connection with a Drag-Along Sale or a CVPS Transaction.

(f) Notwithstanding anything else in this Agreement to the contrary, Wind Acquisition may not transfer the Class B Common Stock held by Wind Acquisition to any Person except a Permitted Transferee of Wind Acquisition without the prior written consent of CVPS in its sole discretion.

(g) Any attempt to Transfer any Company Equity Securities not in compliance with this Agreement shall be null and void and have no force or effect, and the Company shall not, and shall cause any transfer agent not to, give any effect in the Company’s stock records to such attempted Transfer. The parties hereto acknowledge that the transfer restrictions contained herein are reasonable and in the best interests of the Company.

SECTION 3.02. Legends .

(a) In addition to any other legend that may be required, each certificate for Company Equity Securities issued to any Stockholder shall bear a legend in substantially the following form:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS OR IN A TRANSACTION OUTSIDE THE UNITED STATES NOT SUBJECT TO THE SECURITIES ACT. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCKHOLDERS’ AGREEMENT DATED AS OF OCTOBER 12, 2005 (AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME), A COPY O