Umbrella Agreement to Sell and Purchase Wind Turbines

EXHIBIT 10.30

Umbrella Agreement to Sell and Purchase Wind Turbines

This umbrella agreement (“Umbrella Agreement”), effective June 30, 2015 (“Effective Date”), memorializes that Gamesa Wind US, LLC (“Seller”) and Iberdrola Renewables, LLC (the “Owner”) agree for Seller to sell, and for Owner or its affiliates to purchase Wind Turbines in multiple transactions (each, a “Transaction”) for projects (the “Projects”) substantially in accordance with the terms and conditions of this Umbrella Agreement, including the terms in Seller’s Proposal GWUS 15-047, dated June 19, 2015 (“Proposal”) attached hereto as Exhibit 1. Seller and Owner each may be referred to in this Umbrella Agreement individually as a “Party”, and collectively as the “Parties”.

This Umbrella Agreement sets forth the basic terms of the proposed Transactions which shall be more fully reflected in definitive agreements (the “Supply Agreements” as they are defined in paragraph 3 of this Umbrella Agreement) to be negotiated by the Parties.

WHEREAS, Seller is engaged in the business of manufacturing and selling wind turbine generators, parts and components (the “Wind Turbines”), and providing erection supervision, commissioning, and operation and maintenance services (the “Work”) for such Wind Turbines (together, the Wind Turbines and Work constitute the “Supply Items”), and wishes to sell such Supply Items to Owner;

WHEREAS, Owner is engaged in the development and operation of renewable energy projects, which include wind-powered electrical generation facilities, and wishes to purchase the Supply Items from Seller for the Projects; and

WHEREAS, the Parties have entered into the Equipment Supply Agreement dated December 28, 2014 (as amended, the “ESA”), and wish to modify the ESA to the extent related to the Projects as described in this Umbrella Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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Seller:

Gamesa Wind US, LLC

1150 Northbrook Drive, Suite 150

Trevose, Pennsylvania 19053

Attention: Head of Sales

Telephone: (215)  ###-###-####

Facsimile: (215)  ###-###-####

Email: ***@***

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With a copy to:

Gamesa Technology Corporation, Inc.

1150 Northbrook Drive, Suite 150

Trevose, Pennsylvania 19053

Attention: General Counsel

Telephone; (215)  ###-###-####

Facsimile: (215)  ###-###-####

Email: ***@***

and any Notice required or permitted to be given by Seller to Owner hereunder shall be in writing and shall be addressed to:

Owner:

Iberdrola Renewables, LLC

1125 NW Couch Street, Suite 700

Portland, Oregon 97209

Attention: Contract Administration

Telephone: (503 ###-###-####

with a copy to:

Iberdrola Renewables, LLC

1125 NW Couch Street, Suite 700

Portland, Oregon 97209

Attention: General Counsel

Telephone: (503) 796-7127

[SIGNATURE PAGE FOLLOWS ON NEXT PAGE]

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IN WITNESS WHEREOF, the Parties intending to be legally bound, have caused this Umbrella Agreement to be executed by their duly authorized officers as of the date first written above.

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Exhibit 1

Proposal

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June 24, 2015 Proposal: GWUS 15-047R1

Iberdrola Renewables:

Ignacio Zamarrón Cassinello

REVISED PROPOSAL FOR THE SUPPLY OF 2016 / 2017 WIND TURBINES

For

[***]

Dear Nacho,

[***]

We trust these adjustments capture our intent to bring your projects to fruition with the lowest cost of energy.

Please let me know if you have any questions in regards to our proposal.

Sincerely,

Gonzalo Onzain

Vice President

Sales & Marketing

[***]

Annex 1

Project Schedule

[***]

DISCLAIMER:

The following conditions apply to this proposal and to any negotiations between your company and Gamesa Wind US LLC (“Gamesa”) regarding a potential transaction(s) involving Gamesa wind turbine generators and associated supply items and services (including operation and maintenance services of such items) (the “Supply Items and Services”):

No obligation for a potential transaction involving the Supply Items and the Services shall be deemed to exist unless until a Definitive Agreement involving the Supply Items and Services has been executed by both parties and the basis for the Definitive Agreement shall solely be the terms and conditions set forth in the Definitive Agreement. For purposes of this proposal, a “Definitive Agreement” means a final written agreement(s) relating to a transaction that is expressly binding and signed by the relevant parties.

This proposal does not equate to a binding offer for a transaction involving the Supply Items and Services and Gamesa shall not assume any legal obligation until a Definitive Agreement regarding a transaction Involving the Supply Items and Services is executed and delivered. This proposal, subsequent letters of intent, or any other preliminary agreements between the parties shall not be deemed a Definitive Agreement.

Either party shall be entitled to terminate, at its sole discretion, discussions or negotiations at any time, prior to the execution and delivery of the Definitive Agreement regarding a potential transaction involving the Supply items and Services and the parties shall not have the right to claim any compensation and/or damages.

Any Definitive Agreement with Gamesa regarding a transaction involving the Supply Items and Services, shall be subject to the approval by the Board of Directors and/or management of the Gamesa Group.

The Information contained in this proposal shall be deemed to be confidential and both parties agree to hold such information in strict confidence. Neither party shall disclose this information to any other person, except to those employees, agents, attorneys or representatives of that party with a need to view this information for the purpose of evaluating a potential transaction and negotiating a Definitive Agreement.

The parties agree that the information provided herein is solely for the purpose of exploring the potential for a Definitive Agreement regarding a transaction Involving the Supply Items and Services. This proposal, along with previous or future conversations between the parties related to a proposed transaction involving the Supply Items and Services, shall not be used against the other party in any circumstance, including other business ventures, industry activities, competitive projects or with customers, now or in the future.

Each party will assume its own costs, Including attorney fees, and expenses incurred in the discussions and negotiations, if any.                                         

Exhibit 2

Agreed Changes to TSA

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Exhibit 2

[***]

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