Common use of Phase II Clause in Contracts

Phase II. SILEVO or a SILEVO Affiliate may develop solar panel manufacturing capacity beyond that described in this Agreement (“Phase II”). (For the avoidance of doubt, Phase II shall not include SILEVO’s contemplated development facility in California that will have ancillary manufacturing.) For Phase II, SILEVO may occupy additional space at the Riverbend Development Site. The Parties agree to discuss developing a strategy for locating SILEVO’s Phase II in New York State, including the constructing, renovating, retrofitting, or rehabilitating of additional manufacturing facility space. If located in New York State, the Phase II space is intended by the Parties to be state-of-the-art manufacturing facilities and infrastructure, to be owned by FOUNDATION or its designee, assigned to the exclusive use of, and operated by SILEVO at the Riverbend Development Site, in support of Phase II of SILEVO’s manufacturing operations. Phase II may support production of up to an additional 5 GWs of SILEVO’s innovative Triex PV modules and create such additional manufacturing and support jobs as mutually agreed to in writing by the Parties. As sources of capital are not yet identified for this Phase II expansion, whether from collaboration between the Parties, the State, and/or via SILEVO’s own fundraising efforts, the Parties will identify future commitments if and when appropriate, and such future commitments, if any, will be subject to further written agreement of the Parties. SILEVO hereby grants FOUNDATION on behalf of CNSE the right to have the first opportunity to discuss, negotiate, and enter into an agreement with SILEVO or a SILEVO Affiliate with respect to the location of Phase II. If, at any time during the Term of this Agreement, SILEVO or a SILEVO Affiliate has a commercially reasonable good faith intention to proceed with Phase II, then prior to SILEVO or a SILEVO Affiliate entering into a binding agreement with respect to the location, lease or purchase of Phase II with any party other than FOUNDATION on behalf of CNSE, SILEVO will notify FOUNDATION on behalf of CNSE of the commercially reasonable good faith intention of SILEVO or a SILEVO Affiliate to proceed with Phase II. The Parties will negotiate in good faith and attempt to reach a mutual agreement in writing within 120 days from the date on which FOUNDATION receives notice from SILEVO (“Negotiation Period”) for SILEVO or a SILEVO Affiliate to locate Phase II in New York State. During the Negotiation Period, neither SILEVO nor any of its Affiliates may negotiate with any party other than FOUNDATION on behalf of CNSE with respect to Phase II. After expiration of the Negotiation Period, if the Parties have not reached an agreement in writing for SILEVO or a SILEVO Affiliate to locate Phase II in New York State, then SILEVO will be free to locate Phase II at any location it determines.