THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION UNDER THE SECURITIES ACT OF 1933 AND COMPLIANCE WITH STATE SECURITIES LAWS.
SUBORDINATED CONVERTIBLE PROMISSORY NOTE
(Bridge Loan Note Sunnova)
$15,000,000.00 (plus any amounts owing in respect of PIK Interest as set forth on Schedule I)
Effective as of June 28, 2019
New York, New York
FOR VALUE RECEIVED, Sunnova Energy Corporation, a Delaware corporation (Maker), having a notice address of 20 E. Greenway Plaza, Suite 475, Houston, Texas 77046, hereby promises to pay pursuant to this promissory note (this Note) to Energy Capital Partners III, LP, Energy Capital Partners III-A, LP, Energy Capital Partners III-B, LP, Energy Capital Partners III-C, LP, Energy Capital Partners III-D, LP, Energy Capital Partners III (Sunnova Co-Invest), LP, QSIP LP, Elk Mountain, Ltd., Minion Trail, Ltd., FS Energy and Power Fund, MTP Energy Master Fund Ltd, Portcullis Partners, LP, The Board of Trustees of the Leland Stanford Junior University (DAPER II), Rebecca Rabinow Management Trust, 1811 Pesikoff Family Trust, Richard A. Rabinow, Fayez Sarofim and FSI No. 2 Corporation (collectively, the Holders and, each individually, a Holder), on the earlier of (i) the first date on which all of the 9.50% Senior Secured Convertible Notes due 2021, including any notes issued in payment of PIK interest thereon, (the 2021 Notes) issued pursuant to the Indenture, dated as of April 24, 2017 (as amended as of April 5, 2019 and, as further amended, amended and restated, supplemented or otherwise modified from time to time, the Indenture), by and between the Company and Wilmington Trust, National Association, as trustee (the 2021 Notes Trustee) and collateral trustee, have been repaid in full and are no longer outstanding unless this Note would otherwise be converted into Series C Preferred Stock on such date, and (ii) September 30, 2021 (such date being referred to as the Maturity Date), the principal amounts set forth on Schedule I hereto next to each such Holders name, together with any and all accrued and unpaid interest on such outstanding principal amounts; provided, that, notwithstanding the foregoing all amounts payable hereunder shall become immediately due and payable upon the institution of, or material development under, bankruptcy proceedings under the U.S. Bankruptcy Code or similar proceedings under state or federal law with respect to the Maker (subject to the Subordination Provisions (as defined below)).
Interest shall accrue from the effective date hereof until the entire balance is paid (or converted, as provided below) on the unpaid principal balance of this Note at the interest rate (Interest Rate) of twelve percent (12%) per annum. Interest shall be paid quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, until and including the Maturity Date, or if any such day is not a Business Day, on the next succeeding Business Day (each, an Interest Payment Date). Interest on the Notes shall accrue from the most recent Interest Payment Date or, if no interest has been paid, from the date of issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. At all times prior to the repayment of the 2021 Notes, interest shall be payable solely by increasing the then outstanding principal amount of this Note by the entire amount of the interest payment due on the applicable Interest
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.