Common use of Compliance and Resolution Clause in Contracts

Compliance and Resolution. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then Lender shall promptly assign the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. EXHIBIT A ADVANCE REQUEST To: December __, 2010 Hercules Technology Growth Capital, Inc. Hercules Technology II, L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇ BRIGHTSOURCE ENERGY, INC. (“Borrower”) hereby requests from Hercules Technology Growth Capital, Inc. and Hercules Technology II, L.P. (collectively “Lender”) two Advances in the aggregate amount of $25,000,000 (consisting of one Term Loan A Advance of $11,250,000 and one Term Loan B Advance of $13,750,000 on December 28, 2010 (the “Advance Date”) pursuant to the Loan and Guaranty Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement. Please: (a) Issue a check payable to Borrower or (b) Wire Funds to Borrower’s account Bank: Address: ABA Number: Account Number: Account Name: Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not limited to: (i) that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement and in the Warrant are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (iii) that Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the Advance Date, no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that Lender has the right to review the financial information supporting this representation and, based upon such review in its sole discretion, Lender may decline to fund the requested Advance. Borrower hereby represents that Borrower’s corporate status and locations have not changed since the date of the Agreement or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request. Borrower agrees to notify Lender promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Advance Date and if Lender has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date. Executed as of December __, 2010. BRIGHTSOURCE ENERGY, INC. SIGNATURE: TITLE: PRINT NAME:

Compliance and Resolution. In the event of (i) a failure to comply with Borrower’s obligations under this Addendum; or (ii) an assertion by any governmental regulatory agency (or Lender believes that there is a substantial risk of such assertion) of a failure to comply with Borrower’s obligations under this Addendum, then Lender shall promptly assign the financing agreements from Hercules Technology II, L.P. to Hercules Technology Growth Capital, Inc. EXHIBIT A ADVANCE REQUEST To: December __, 2010 Hercules Technology Growth Capital, Inc. Hercules Technology II, L.P. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310 Palo Alto, CA 94301 Facsimile: ▇▇▇-▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇▇▇▇ BRIGHTSOURCE ENERGY, INC. (“Borrower”) hereby requests from Hercules Technology Growth Capital, Inc. and Hercules Technology II, L.P. (collectively “Lender”) two Advances in the aggregate amount of $25,000,000 (consisting of one Term Loan A Advance of $11,250,000 and one Term Loan B Advance of $13,750,000 on December 28, 2010 (the “Advance Date”) pursuant to the Loan and Guaranty Agreement between Borrower and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement. Please: (a) Issue a check payable to Borrower or (b) Wire Funds to Borrower’s account Bank: Address: ABA Number: Account Number: Account Name: Borrower represents that the conditions precedent to the Advance set forth in the Agreement are satisfied and shall be satisfied upon the making of such Advance, including but not limited to: (i) that no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (ii) that the representations and warranties set forth in the Agreement and in the Warrant are and shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date; (iii) that Borrower is in compliance with all the terms and provisions set forth in each Loan Document on its part to be observed or performed; and (iv) that as of the Advance Date, no fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute an Event of Default under the Loan Documents. Borrower understands and acknowledges that Lender has the right to review the financial information supporting this representation and, based upon such review in its sole discretion, Lender may decline to fund the requested Advance. Borrower hereby represents that Borrower’s corporate status and locations have not changed since the date of the Agreement or, if the Attachment to this Advance Request is completed, are as set forth in the Attachment to this Advance Request. Borrower agrees to notify Lender promptly before the funding of the Loan if any of the matters which have been represented above shall not be true and correct on the Advance Date and if Lender has received no such notice before the Advance Date then the statements set forth above shall be deemed to have been made and shall be deemed to be true and correct as of the Advance Date. Executed as of December __, 2010. BRIGHTSOURCE ENERGY, INC. SIGNATURE: TITLE: PRINT NAME: