SOLAR POWERPROJECT FINANCINGSolar Electric Power Project Financing | Overview of Application Process | About Vasari Capital

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RENEWABLE ENERGYPROJECT FINANCING

Renewable Energy Project Financing | About Vasari Capital

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Solar Electric Power Project FinancingEligible Solar Projects

Vasari Capital finances photovoltaic electric facility projects that use Vasari Energy solar panels and meet the criteria set forth below (an “Eligible Project”):

1. Site Control. Land for the project must be either owned or under contract by the project company at the time loan request submission.

2. Prior Experience. Describe the Project Sponsor’s capabilities and prior experience as it relates to carrying out (including designing, engineering and constructing) projects similar to the one being proposed. Include the Sponsor’s track record of completing projects on time and on budget, and operational results.

3. Sponsor’s Capabilities. Provide a top-level description of the Project Sponsor’s capabilities, financial strengths and investment both in the project to date and as anticipated during the operational phase of the project (e.g. continuing financial support). Detail the project’s strategic significance to the Project Sponsor.

4. All Permits. The project must have all building permits, operating licenses, interconnection/grid connection permits, and all other approvals and permits required to build and operate the solar project.

5. Offtake Contract. Projects will have either (x) a fully executed PPA with either a government controlled utility or a large private corporation, or (y) availability of a feed in tariff. Credit quality of offtaker must be acceptable to Vasari Capital prior to financial close.

6. EPC Agreement. Executed or draft EPC agreement preferably fixed price, date certain and turnkey with completion guarantees from creditworthy party or performance bonding.

7. Interconnection. Interconnection agreement with the transmission operator is required.

8. Sponsor Capital Contribution. Vasari Capital requires a meaningful cash investment by the Sponsor equal to not less than 5% of the project cost prior to financial close.

9. Commencement of Construction. For purposes of Vasari Capital customer financing program, the term “commence construction” means that the customer of such project has received all necessary licenses, permits and local and national environmental clearances necessary to proceed; has completed all pre-construction design; and following financing approval by Vasari Capital will engage all required contractors and order Vasari Energy solar panels together with all necessary essential equipment and supplies so that physical construction of such project can commence on or before 90 days from loan approval.

Key Loan Terms

Minimum Project Size : $50 million Maximum Project Size : No limitDebt-to-equity Ratio : 70:30Currency : U.S. dollars or eurosDebt Service Coverage Ratio : >1.2xLoan Term : 10-20 years

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1. Site Loan. Land for the project must be either owned or under contract by the project company at the time of loan request submission.

2. Prior Experience. We consider the Project Sponsor’s capabilities and prior experience as it relates to carrying out (including designing, engineering and constructing) projects similar to the one being proposed, including the Sponsor’s track record of completing projects on time and on budget, and operational results.

3. Sponsor’s Capabilities. Vasari Capital reviews the Project Sponsor’s capabilities, financial strengths and investment both in the project to date and as anticipated during the operational phase of the project (e.g. continuing financial support). Detail the project’s strategic significance to the Project Sponsor.

4. All Permits. The project must have all building permits, operating licenses, interconnection/grid connection permits, and all other approvals and permits required to build and operate the solar project.

5. Offtake Contract. Projects will have either (x) a fully executed PPA with either a government controlled utility or a large private corporation, or (y) availability of a feed in tariff. Credit quality of offtaker must be acceptable to Vasari Capital prior to financial close.

6. EPC Agreement. Executed or draft EPC agreement preferably fixed price, date certain and turnkey with completion guarantees from creditworthy party or performance bonding.

7. Interconnection. Interconnection agreement with the transmission operator is required.

8. Sponsor Capital Contribution. Vasari Capital requires a meaningful cash investment by the Sponsor equal to not less than 5% of the project cost prior to financial close.

9. Commencement of Construction. For purposes of Vasari Capital Sponsor financing program, the term “commence construction” means that the Sponsor of such project has received all necessary licenses, permits and local and national environmental clearances necessary to proceed; has completed all pre-construction design; and following financing approval by Vasari Capital will engage all required contractors and order Vasari Energy solar panels together with all necessary essential equipment and supplies so that physical construction of such project can commence on or before 90 days from loan approval.

Minimum Project Size : $50 millionMaximum Project Size : No limitDebt-to-equity Ratio : 70:30Currency : U.S. dollars or eurosDebt Service Coverage Ratio : >1.2xLoan Term : 10-20 years

Eligible Projects

Vasari Capital finances wind energy and photovoltaic electric facility projects that meet the criteria set forth below (an “Eligible Project”):

Offtake Contract. Projects will have either (x) a PPA with a utility or a large private corporation, or (y) availability of a feed in tariff. Credit quality of offtaker must be acceptable to Vasari Capital prior to financial close.

Commencement of Construction. For purposes of Vasari Capital Sponsor financing program, the term “commence construction” means that the Sponsor of such project has received all necessary licenses, permits and local and national environmental clearances necessary to proceed; has completed all pre-construction design; and following financing approval by Vasari Capital will engage all required contractors together with all necessary essential equipment and supplies so that physical construction of such project can commence.

Minimum Project Size : $50 millionMaximum Project Size : No limitDebt-to-equity Ratio : 70:30Currency : U.S. dollars or euros Loan Term : 10-20 years

Key Loan Terms

Renewable Energy Project Financing

Application Submission Requirements

1. Documentation. Complete applications must meet all applicable requirements of Vasari Capital. Vasari Capital expects that the information and documentation requested will conform substantially in scope, quality and detail with that produced during the course of an arm’s length, commercially negotiated project agreement for commercial financing of this scale.

2. Communications. Vasari Capital may require that each written submission be followed with an oral presentation by the customer (e.g., by teleconference or face-to-face meeting) to discuss and clarify the submission and agree on next steps. Moreover, Vasari Capital may request additional information to clarify information submitted by customers. Such requests by Vasari Capital for additional information, documentation, or briefings do not signify that a project has been approved for financing.

3. Electronic Format and Submission of Applications. In order for an application to be considered submissions must be electronically received. The application must be submitted in electronic form in the following file formats: Microsoft Word, Excel, Power Point or Adobe PDF. Please do not encrypt, compress or zip files.

4. Project Evaluation by Vasari Capital. In evaluating submissions, Vasari Capital will undertake a review of the proposed project’s eligibility, its readiness to proceed and commence construction, the qualifications of the Customer and how the proposed funding plan complies with the objectives of Vasari Capital.

Overview of Application Process

The solar project loan and investment application process is organized into the following four (4) phases:

1. Application Form. Sponsors may submit applications in accordance with the application form located on the following webpage: [http://www.vasaricapital.com/submit-a-project/]

2. Project Evaluation by Vasari Capital. Vasari Capital will undertake a review of the proposed project’s eligibility, its readiness to proceed and commence construction, the qualifications of the Customer and how the proposed funding plan complies with the objectives of Vasari Capital.

3. Term Sheet/Conditional Commitment. At an appropriate point in the process after Vasari Capital has completed its review of the solar project application submission, Vasari Capital may provide the customer with a Term Sheet. If the customer agrees with and executes a final Term Sheet, the Term Sheet becomes a Conditional Commitment between Vasari Capital and the customer.

4. Loan Agreement and Closing. Closing of a transaction contemplated by a Conditional Commitment will be subject to the terms of the Conditional Commitment.

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1. Documentation. Complete applications must meet all applicable requirements of Vasari Capital. Vasari Capital expects that the information and documentation requested will conform substantially in scope, quality and detail with that produced during the course of an arm’s length, commercially negotiated project agreement for commercial financing of this scale.

2. Communications. Vasari Capital may require that each written submission be followed with an oral presentation by the Sponsor (e.g., by teleconference or face-to-face meeting) to discuss and clarify the submission and agree on next steps. Moreover, Vasari Capital may request additional information to clarify information submitted by the Sponsor. Such requests by Vasari Capital for additional information, documentation, or briefings do not signify that a project has been approved for financing.

3. Electronic Format and Submission of Applications. In order for an application to be considered, submissions must be electronically received. The application must be submitted in electronic form in the following file formats: Microsoft Word, Excel, Power Point or Adobe PDF. Please do not encrypt, compress or zip files.

4. Project Evaluation by Vasari Capital. In evaluating submissions, Vasari Capital will undertake a review of the proposed project’s eligibility, its readiness to proceed and commence construction, the qualifications of the Sponsor and how the proposed funding plan complies with the objectives of Vasari Capital.

1. Application Form. Sponsors may submit applications in accordance with the application form located on the following webpage: [http://www.vasaricapital.com/submit-a-project/]

2. Project Evaluation by Vasari Capital. Vasari Capital will undertake a review of the proposed project’s eligibility, its readiness to proceed and commence construction, the qualifications of the Sponsor and how the proposed funding plan complies with the objectives of Vasari Capital.

3. Term Sheet/Conditional Commitment. At an appropriate point in the process after Vasari Capital has completed its review of the solar project application submission, Vasari Capital may provide the Sponsor with a Term Sheet. If the Sponsor agrees with and executes a final Term Sheet, the Term Sheet becomes a Conditional Commitment between Vasari Capital and the Sponsor.

4. Loan Agreement and Closing. Closing of a transaction contemplated by a Conditional Commitment will be subject to the terms of the Conditional Commitment.

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The process will involve Vasari Capital’s detailed examination

of the project, including reviews of the Sponsor’s technical

information, business and financial plans, and proposed

organizational structure and staffing. Vasari Capital’s due

diligence will be conducted during this phase but cannot

conclude until all application materials have been received in

final form and have been properly evaluated.

1. Evaluate Financing Plan. This involves a thorough review of the sources and uses of funds as proposed by the Sponsor. Aspects of the review will involve:

(a) analysis of the adequacy, leverage and timing of the proposed sources of funding (with equity funded either in advance of, or concurrently with, debt during the construction period);

(b) review of the investment terms and rights of the Sponsors and degree of commitment; and

(c) assessment of the adequacy of proposed contingency and reserve funding.

2. Assess Financial Viability. Based on the financing plans of the Sponsor and projections for future financial performance, Vasari Capital will assess the financial viability of the project with specific emphasis on the project company’s expected ability to repay a loan. An important consideration in the financial viability assessment will be an evaluation of the assumptions underlying projected revenues and expenses and the likelihood that assumed technical performance will be achieved. Vasari will determine the credit quality of the off take contract counterparty and if credit enhancement is necessary and available.

Project Review

The process will involve Vasari Capital’s detailed examination of the project, including reviews of the customer’s technical information, business and financial plans, and proposed organizational structure and staffing. Vasari Capital’s due diligence will be conducted during this phase but cannot conclude until all application materials have been received in final form and have been properly evaluated.

1. Evaluate Financing Plan. This involves a thorough review of the sources and uses of funds as proposed by the Sponsor. Aspects of the review will involve: (a) analysis of the adequacy, leverage and timing of the proposed sources of funding (with equity funded either in advance of, or concurrently with, debt during the construction period); (b) review of the investment terms and rights of the Sponsors and degree of commitment; and (c) assessment of the adequacy of proposed contingency and reserve funding.

2. Assess Financial Viability. Based on the financing plans of the Sponsor and projections for future financial performance, Vasari Capital will assess the financial viability of the project with specific emphasis on the project company’s expected ability to repay a loan. An important consideration in the financial viability assessment will be an evaluation of the assumptions underlying projected revenues and expenses and the likelihood that assumed technical performance will be achieved. Vasari will determine the credit quality of the off take contract counterparty and if credit enhancement is necessary and available.

3. Determine Technical Efficacy. This evaluation will commence with a thorough review of the project’s engineering report, including consideration of factors such as environmental impact, environmental and energy goals and infrastructure requirements of the local government. Vasari Capital may utilize its internal technical resources as well as independent third-party advice in reviewing the project’s technical efficacy. Determination of the technical merit of the project will be influenced by the quality of the engineering report, including the professional credentials of the consultant, scope of the undertaking, and strength of the opinions provided. In addition to the technical merits in terms of the engineering and construction plan, there will be an assessment of the ability of the project to enhance regional reliability goals, as well as to facilitate the meeting of environmental (including climate change) and energy goals of the state and federal governments.

4. Review Project Legal Structure. Vasari Capital will review the project’s legal structure. This will involve analysis of draft and final legal agreements in relation to project company, among other project participants, including equity owners, financing sources, engineering and construction contractors, operation and maintenance contractors, equipment suppliers, host communities, and any other counterparties of interest. Additionally, a legal review will include an analysis of the intellectual property rights of participants in the project to ensure that the project can use all of the proposed technology to be employed in the project.

5. Evaluate Project Risks. As part of its review, Vasari Capital will identify, assess and estimate the impact of risks associated with the project. Based on the outcome of the technical, financial and legal reviews, the analysis will determine the types and magnitude of the risks associated with the project, proper risk allocation among the parties, and the extent to which risks have been mitigated.

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3. Determine Technical Efficacy. This evaluation will commence with a thorough review of the project’s engineering

report, including consideration of factors such as environmental impact, environmental and energy goals and

infrastructure requirements of the local government. Vasari Capital may utilize its internal technical resources as well

as independent third-party advice in reviewing the project’s technical efficacy. Determination of the technical merit

of the project will be influenced by the quality of the engineering report, including the professional credentials of the

consultant, scope of the undertaking, and strength of the opinions provided. In addition to the technical merits in

terms of the engineering and construction plan, there will be an assessment of the ability of the project to enhance

regional reliability goals, as well as to facilitate the meeting of environmental (including climate change) and energy

goals of the state and federal governments.

4. Review Project Legal Structure. Vasari Capital will review the project’s legal structure. This will involve analysis of draft and final legal agreements in relation to project company, among other project participants, including equity

owners, financing sources, engineering and construction contractors, operation and maintenance contractors,

equipment suppliers, host communities, and any other counterparties of interest. Additionally, a legal review will

include an analysis of the intellectual property rights of participants in the project to ensure that the project can use

all of the proposed technology to be employed in the project.

5. Evaluate Project Risks. As part of its review, Vasari Capital will identify, assess and estimate the impact of risks

associated with the project. Based on the outcome of the technical, financial and legal reviews, the analysis will

determine the types and magnitude of the risks associated with the project, proper risk allocation among the parties,

and the extent to which risks have been mitigated.

6. Perform Financial Model Review and Stress-Testing. Modeling is a critical tool in assessing the project’s expected financial performance and ability to service debt. Vasari Capital will verify the Sponsor’s calculations. The modeling must quantify the impacts of risks by stress-testing the model to understand how changes in model assumptions can affect the project’s capacity to make full and timely repayments of the loan. This will be accomplished through the utilization of the corporate or project financial model submitted to Vasari Capital and through a financial model developed by Vasari Capital.

7. Assess Strengths and Weakness of Project Sponsors. This step of the process will examine the Project Sponsors’ investment to date and capability to implement the project as proposed from both financial and managerial perspectives. Specific considerations include, but are not limited to: (a) the Project Sponsors’ track record in project development; (b) the Project Sponsors’ financial strength and resources; (c) the strategic value of the project to the Project Sponsors; and (d) the experience and expertise of the management team, particularly as it relates to operation of the proposed project.

8. Analyze Proposed Collateral. The value of the collateral will be examined in detail, particularly under default scenarios. This evaluation will be based on, among other things, the nature of the collateral pledged, appraiser reports submitted by the customer, and expected cash availability under a default scenario.

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6. Perform Financial Model Review and Stress-Testing. Modeling is a critical tool in assessing the project’s expected

financial performance and ability to service debt. Vasari Capital will verify the Sponsor’s calculations. The modeling

must quantify the impacts of risks by stress-testing the model to understand how changes in model assumptions

can affect the project’s capacity to make full and timely repayments of the loan. This will be accomplished through

the utilization of the corporate or project financial model submitted to Vasari Capital and through a financial model

developed by Vasari Capital.

7. Assess Strengths and Weakness of Project Sponsors. This step of

the process will examine the Project Sponsors’ investment to date and

capability to implement the project as proposed from both financial and

managerial perspectives.

Specific considerations include, but are not limited to:

(a) the Project Sponsors’ track record in project development;

(b) the Project Sponsors’ financial strength and resources;

(c) the strategic value of the project to the Project Sponsors; and

(d) the experience and expertise of the management team,

particularly as it relates to operation of the proposed project.

8. Analyze Proposed Collateral. The value of the collateral will be examined in detail, particularly under default scenarios.

This evaluation will be based on, among other things, the nature of the collateral pledged, appraiser reports submitted

by the Sponsor, and expected cash availability under a default scenario.

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About Vasari Capital

Vasari Capital is a global investor and advisor committed to financing energy projects for a substantial and diversified client base that includes corporations, institutions, municipalities, and governments. Vasari Capital finances private sector investments, mobilizes capital in the international financial markets, and provides technical assistance and advice to governments and businesses worldwide. In particular, Vasari Capital helps clients execute large, complex transactions for which Vasari Capital provides “one-stop” project financing and cross-border structuring expertise.

www.vasaricapital.com

Vasari Capital is a global investor and advisor committed to financing energy projects for a substantial and diversified

client base that includes corporations, institutions, municipalities, and governments. Vasari Capital finances private

sector investments, mobilizes capital in the international financial markets, and provides technical assistance and advice

to governments and businesses worldwide. In particular, Vasari Capital helps clients execute large, complex transactions

for which Vasari Capital provides “one-stop” project financing and cross-border structuring expertise.

Contact:Michael MegaritPartnermichael@vasaricapital.com(949) 258-9345www.vasaricapital.com

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Tel: +1-949-529-5933 Email: info@vasaricapital.com