SW3170403 - RE McBride Holdings, LLC

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A r r o r n e y s OF SERVICEflol,,../ R. Susanne Todd
IJ / Partner
January 5, 2018 WRITER'S E-MAEL ADDRESS.
[e-mail]
WRITER'S DIRECT DIAL:
704-999-2306
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program����` i!��
1612 Mail Service Center
Raleigh, North Carolina 27699-1612 JAN 19 2018
Re: McBride Place Energy Solar Farm MINRUND QUAL"Y
9TORMWAT9A PORM SIN
Dear Sir/Madam:
McBride Place Energy, LLC holds two permits, a general permit and an individual permit for the
same project.
Enclosed please find fully executed Permit Name/Ownership Change Form for permits issued in
connection with the McBride Place Energy, LLC solar farm project. Our intent in submitting the
enclosed is to change the Permittee's name from "Mr. Henry T. McBride, III; McBride Place
Energy, LLC" to "McBride Place Energy, LLC and to remove Henry Talmage McBride, III as
the person legally responsible for the permits and as the facility contact person. The new legally
responsible person and facility contact is Greg Patzer as identified on the enclosed form.
Also enclosed is an Assignment and Assumption of Membership Interests that reflects the
change in ownership of McBride Place Energy, LLC from MPE Holdings, LLC toRE McBride
Hold ngs LI✓Q ,
Thank you for your attention to this matter.
Sincerely,
JOHNSTON ALLISON & HORD, P.A.
R. Susanne Todd
cc: H. Talmage McBride, III
Brett Martino, Esq.
III ME RI$Affi805 vl 1065 East Morehead Street, Charlotte, NC 28204 I Tel. [phone] Fax [phone] I lahlaw com
LAW FIRMS WORLDWIDE

Division of Energy, N ineral & Land Resources FOR AGENCY USE ONLY
JAI Land Quality Section/5tormwater Permitting Date Received
Year nnentn Day
NCDENR National Pollutant Discharge Elimination System
PERMIT NAME/OWNERSHIP CHANGE FORM
I. Please enter the permit ntunber for which the change is requested.
vw
NPDES Permit (or) Certificate of Coverage
N G S OI N I ;G I _ 0 1 1 10 10 10 10
II. Permit status QELor to requested change.
a. Permit issued to (company name): Mr, Henry T. McBride,III McBride Place Energy,
Cabarrus County
b. Person legally responsible for permit: Henry T McBride, III
E p IVE D
First MI Last
Managing Member
2010
Title
JAN 12
2002 Lee Highway #16005
tEl`?�1�,6LANIO QUALi'i1��
t mV�H p' PE.P'MI Irr�t^
Permit Holder Mailing Address
Bristol VA 24209
City State Zip
[phone] ( )
Phone Fax
C. Facility name (discharge): McBride Place Energy, LLC Solar Farm
d. Facility address: 9375 Highway 601 South
Address
Midland NC 28107
City State Zip
e. Facility contact person: Henry Talmage McBride, Ill (571 ) 228 5105
First / MI /Last Phone
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of ® Change in ownership of the facility
❑ Name change of� rhe facility or own
If other please explain: McBride Place
b. Permit issued to (company name).
c. Person legally responsible for permit:
d. Facility name (discharge):
e. Facility address:
`r McBride Place Energy LLC
Greg Patzer /
First MI Last
Prosect Manager
Title
9200 E. Pima Center Parkway
Permit Holder Mailing Address
Scottsdale AZ 85258
City State Zip
[phone] [e-mail]
Phone E-mail Address
McBride Place Energy,LLC Solar Farm
9375 Highway 601 South
Address
Midland NC 28107
City State Zip
f. Facility contact person: Greg Patzer
First MI Last
[phone] [e-mail]
Phone E-mail Address
Revised Jan. 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the permit)
Permit contact: Same As III (C)
First Ml Last
Title
Mailing Address
City State Zip
Phone E-mail Address
V Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
® Yes
❑ No (please explain)
VI Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
.....................................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, Henry Talmage McBride III, attest that this application for a name/ownership change has been reviewed
and is accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be returned as incomplete.
//2 Zoa
Signa a Date
APPLICANT CERTIFICATION
I, attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
W. Permit contact information (if different from the person legally responsible for the permit)
Permit contact: Same As 3 (C)
First Ml Last
Title
Mailing Address
City State Zip
( )
Phone E-mail Address
V Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
® Yes
❑ No (please explain)
VI. Required Items: TRIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, H. Talmage Mcbride, Iii, attest that this application for a name/ownership change has been reviewed and
is accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application
package will be returned as incomplete.
Signature Date
APPLICANT CERTIFICATION
I, Helen Kane Shin, Vice President Of RE Mcbride Holdings LLC, attest that this application for a
name/o nership change has been reviewed and is accurate and complete to the best of my knowledge. I
underst nd tat if all required parts of this application are not completed and that if all required supporting
informa Toni not included, this application package will be returned as incomplete.
January 2, 2018
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan. 27, 2014

Execution Version
ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS
This ASSIGNMENT AND ASSUMPTION OF MEMBERSHIP INTERESTS (this
"Assignment"), effective as of December 29, 2017 (the "Effective Date"), is entered into by and
between MPE Holdings LLC, a Virginia limited liability company ("Assignor"), and RE
McBride Holdings LLC, a Delaware limited liability company ("Assignee").
RECITALS
A. Assignor and Assignee entered into that certain Purchase and Sale Agreement, dated
as of December 29, 2017 (the ".Purchase Agreement"), pursuant to which, among other things,
Assignor has agreed to transfer, sell, assign and convey to Assignee 100% of the membership/
ownership interests (the "Membership Interests") in McBride Place Energy, LLC, a Virginia
limited liability company (the "Limited Liability Company");
B. Assignor, as the owner of the Membership Interests, desires to transfer, sell, assign
and convey to Assignee all of Assignor's right, title and interest in and to the Membership Interests
and Assignee desires to purchase, accept and assume the Membership Interests and to become the
sole member of the Limited Liability Company on the terms and subject to the conditions set forth
in the Purchase Agreement; and
C. To effect such sale and purchase of the Membership Interests pursuant to the
Purchase Agreement, the parties are executing and delivering this Assignment as required by the
terms of the Purchase Agreement.
NOW THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor and Assignee hereby act and agree as
follows:
AGREEMENTS
1. Definitions and Interpretation. Any capitalized term not otherwise defined herein
shall have the meaning ascribed to such term in the Purchase Agreement. To the extent any of the
provisions of this Assignment are duplicative of or conflict with the Purchase Agreement, the
Purchase Agreement shall control.
2. Transfer of Interests. Subject to the Purchase Agreement, and notwithstanding any
provision in the LLC Agreement (as defined below) to the contrary, Assignor hereby transfers,
assigns, conveys and delivers unto Assignee, effective as of the Effective Date, (a) all of Assignor's
right, title and interest in and to the Membership Interests, free and clear of all Liens other than
Permitted Encumbrances, to have and hold said Membership Interests, together with all rights and
appurtenances thereto, and (b) all of Assignor's rights, obligations and liabilities under the
Operating Agreement of the Limited Liability Company, dated as of April 3, 2013 (the "LLC
Agreement").
3. Assumption of Assignee. Effective as of the Effective Date, Assignee hereby
accepts the assignment, transfer, conveyance and delivery of the Membership Interests, and
OHSUSA 767902578.1

assumes (a) all of Assignor's right, title and interest in and to the Membership Interests, free and
clear of all Liens other than Permitted Encumbrances, to have and hold said Membership
Interests and (b) all rights, obligations and liabilities of the Assignor under the LLC Agreement.
4. Withdrawal of Assignor. Notwithstanding any provision in the LLC Agreement to
the contrary, as of the Effective Date, (a) Assignor shall be deemed to have automatically
withdrawn as a member of the Limited Liability Company and cease to be a member thereof and
shall have no further rights, obligations or liabilities as a member under the LLC Agreement and
(b) Assignee shall automatically be admitted as a member of the Limited Liability Company and
succeed to all rights, obligations and liabilities of Assignor thereunder. The withdrawal of
Assignor and the admission of Assignee shall be deemed to occur simultaneously.
5. Continuation of the Limited Liabilily Company. The parties hereto agree that the
LLC Agreement shall continue in full force and effect, subject to Assignee's ability to amend or
restate the LLC Agreement following the Effective Date (as allowed by the Purchase
Agreement), and the assignment of the Membership Interests and the withdrawal of Assignor as a
member of the Limited Liability Company shall not dissolve, or require the dissolution of, the
Limited Liability Company.
6. Terms of the Purchase Agreement. Both parties acknowledge and agree that the
representations, warranties, covenants, agreements, indemnities and survival periods contained in
the Purchase Agreement are not superseded hereby but remain in full force and effect to the full
extent provided therein.
7. Counterparts. This Assignment may be executed and delivered (including by
facsimile or electronically mailed .pdf transmission) in one or more counterparts, all of which shall
be considered one and the same agreement. Signatures of the parties transmitted by facsimile or
electronic mail shall be deemed to be their original signatures for all purposes.
8. Further Assurances. The parties hereto agree to take all such further actions and
execute, acknowledge and deliver all such further documents that are necessary or useful in
carrying out the purposes of this Assignment. Without limiting the foregoing, (a) Assignor agrees
to execute, acknowledge and deliver to Assignee all such other additional instruments, notices
and other documents and to do all such other and further acts and things as may be reasonably
necessary to more fully and effectively assign, transfer and deliver to Assignee the Membership
Interests in accordance with the Purchase Agreement and (b) Assignee agrees to execute,
acknowledge and deliver to Assignor all such other additional instruments, notices and other
documents and to do all such other and further acts and things as may be reasonably necessary to
more fully and effectively accept and assume the Membership Interests.
9. Governing Law; Choice of Forum; Waiver of Jural. THIS ASSIGNMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THE PARTIES IRREVOCABLY SUBMIT TO THE NON-
EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT IN NEW YORK
WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS ASSIGNMENT.
9. Successors and Assigns. This Assignment shall be binding upon and inure to the
OHSUSA 767902578.1

benefit of Assignor and Assignee and their respective successors and permitted assigns.
[Signature page follows]
OHSUSA 767902578 1

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of
the date first above written.
ASSIGNOR:
MPE Holdings LLC,
a Virginia limited liability company
By: -T
Name: y, 7_'
Title:
!�'-�-t� �l
Assignment and Assumption of Membership Interests

ASSIGNEE:
RE McBride Holdings LLC;
a Del ware limited liability company
By:
Name: Helen KangP
Title: Vice President I
Assignment and Assumption of Membership Interests