Assignment Agreement by and among Adani Solar USA, Inc., Oakwood Construction Services, Inc. and iSun Utility, LLC, dated April 6, 2021

WHEREAS, ASU is majority-owned, fifty-one percent (51%), by Adani Green Energy Ltd., an Indian entity (“AGEL”), and minority-owned, forty-nine percent (49%), by Adani Global PTE, a Singapore entity (“AGPTE”), and AGEL and AGPTE, the stockholders of ASU are collectively referred to as  (“ADANI”);

WEREAS; ASU operates the United States solar development line of business for ADANI;

WHEREAS, OAKWOOD is a wholly-owned subsidiary of ASU and OAKWOOD is the engineering, procurement, and construction self-performing affiliate of ASU;

WHEREAS, OAKWOOD, in association with its operations, created and developed Intellectual Property, (“IP”) as defined in Section 2 below, including, but not limited to items expressly listed in Section 2 below;

WHEREAS, ASU, as the sole stockholder of OAKWOOD contributed all of its solar business-related IP to OAKWOOD which owns all of the solar business-related IP of ASU.

WHEREAS ASU and OAKWOOD now desire to cease operating their respective lines of business, consisting of development of solar photovoltaic power generation projects and construction of such projects, and together, as (“ASSIGNOR”), desire to enter into this Agreement to assign, transfer and convey all of its right, title and interest in the OAKWOOD IP; and

WHEREAS ISUN (“ASSIGNEE”) desires to enter into this Agreement and acquire the entire right, title and interest in the OAKWOOD IP.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, subject to the terms and conditions of this Agreement, the parties agree as follows:

3.           Further Assurances. If, following the date of this Agreement, any further assignments, conveyances or assurances in law are necessary or desirable to vest, perfect or confirm of record the title to any of the IP pursuant to the terms hereof, or otherwise to carry out the provisions of this Agreement, including, without limitation, the assignment documents required for filing with any governmental or regulatory office or filing and such foreign filings, each of the parties shall execute and deliver any and all proper assignments, powers of attorney and assurances in law, and do all things necessary or proper to vest, perfect or confirm title to such property or rights as set forth in this Agreement and otherwise to carry out the provisions of this Agreement.

4.           IP License to Assignor. Non-Solicit  Effective upon the payment of the OAKWOOD IP PAYMENT #1 and the conveyance, transfer and assignment of the IP to Assignee, the Assignee grants to ASU and OAKWOOD a non-exclusive, royalty-free, non-transferrable and non-sublicensable license in the U.S. (subject to Assignor fulfilling all its obligations pursuant to this Agreement) to use the IP related to prior work, operating history and project references and solely limited to the extent necessary to: (i) service existing commercial obligations under those certain engineering, procurement and construction agreements stated in EXHIBIT B, attached hereto, and (ii) permit ASU and OAKWOOD to perform ADANI majority-owned or -controlled, related-party, affiliate (non-third-party) solar development and engineering, procurement, and construction services in the U.S. For the sake of clarity, the parties acknowledge and agree that nothing in this Agreement precludes or prevents ASU and OAKWOOD from performing ADANI majority-owned or -controlled, related-party, affiliate solar development and engineering, procurement, and construction services in the U.S. Assignor agrees not to solicit for employment by it or its affiliates any current or future employees of Assignee or its affiliates.

5.           No Waiver. No failure of a party hereto to exercise, and no delay by a party hereto in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver by a party hereto of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by the applicable party and specifically referring to each such right or remedy being waived.

6.           Applicable Law; Consent to Jurisdiction. This Agreement, the rights and obligations of the parties hereto and any claims and disputes relating thereto shall be subject to and governed by the laws of the State of New York, without regard to conflicts of laws principles. Each of the parties consent to personal and subject matter jurisdiction with respect to any dispute under this Agreement and any agreements contemplated by this Agreement in the United States District Court for the Southern District of New York located in New York, New York.

7.           Assignment; Successors in Interest.    No party hereto may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, and any such assignment or transfer without such written consent shall be null, void and of no effect, provided that in connection with a sale of substantially all assets, a change of control, or an assignment by operation of law, ISUN may freely assign or transfer this Agreement, and/or any of ASU’s or OAKWOOD’s rights under this Agreement, without consent. The covenants, agreements, terms and provisions of this Agreement shall be binding upon and inure to the benefit of each party hereto and, to the extent expressly permitted by this Agreement, their respective successors and permitted assigns.

8.           Notices. All notices, requests, consents, and other communications to be given and delivered under or by reason of this Agreement shall be in writing, forwarded to the parties at the addresses set forth below and shall be deemed for purposes of this Agreement to have been delivered: (a) on the date of actual receipt if delivered personally to the recipient; (b) three (3) days after mailing by first class mail, postage prepaid; (c) one (1) day after the date of transmission by email, electronic facsimile transmission; or (d) two (2) days after deposit with a reputable overnight courier service.

9.           Severability.    Any provision of this Agreement which is deemed invalid, illegal or unenforceable in any respect in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without in any way affecting the validity, legality or enforceability of the remaining provisions of this Agreement, and any such invalidity, illegality or unenforceability in any jurisdiction shall not invalidate or in any way affect the validity, legality or enforceability of such provisions in any other jurisdiction.

10.          Headings. The headings in this Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

11.          Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are given in addition to any other rights and remedies any of the parties hereto may have by law, statute, ordinance or otherwise; provided, however the parties acknowledge that any breach of this Agreement by Assignor may result in material and irreparable injury to the Assignee for which there is no adequate remedy at law and it may not be possible to measure damages for such injuries precisely. In the event of a breach of this Agreement, the Assignee shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Assignor from further violations. All such rights and remedies are intended to be cumulative and the exercise of any one right or remedy by any party hereto shall not preclude or waive such party’s right to exercise any or all other rights or remedies.

12.         Entire Agreement. This Agreement and the MIPA and the documents delivered in connection therewith contain the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matter.

13.         Execution in Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be considered an original and all of which, taken together, shall constitute one and the same agreement. Facsimile or electronic copies of signed counterparts shall have the same effect as original signatures.