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Table of Contents
<br />case of a solar photovoltaic installation that ceases operations, the offtake agreement terms generally require that we remove the assets, including fixing or reimbursing the site
<br />owner for any damages caused by the assets or the removal of such assets. Alternatively, we may agree to sell the assets to the site owner, but the terms and conditions,
<br />including price, that we would receive in any sale, and the sale price may not be sufficient to replace the revenue previously generated by the small-scale renewable energy
<br />plant.
<br />Operation of energy assets involves significant risks and hazards customary to the energy industry and may be further impacted by the effects of climate change. We may
<br />not have adequate insurance to cover these risks and hazards, or other risks beyond our control.
<br />Hazards such as fire, explosion, structural collapse and machinery failure are inherent risks in our operations. These and other hazards can cause significant personal injury or
<br />loss of life, severe damage to and destruction of property, plant and equipment and contamination of, or damage to, the environment. The occurrence of any one of these events
<br />may result in curtailment of our operations or liability to third parties for damages, environmental cleanup costs, personal injury, property damage and fines and/or penalties,
<br />any of which could be substantial. Strategic targets, such as energy -related facilities, may also be at greater risk of hostile cyber intrusions or other security attacks, including
<br />those targeting information systems as well as electronic control systems. Such events could severely disrupt business operations and result in loss of service to customers, as
<br />well as create significant expense to repair security breaches or system damage.
<br />Furthermore, certain of our facilities, projects and suppliers are located in or operate operations in locations that are susceptible to natural disasters. The frequency of weather -
<br />related natural disasters may be increasing due to climate change. The occurrence of a natural disaster, such as tornados, earthquakes, droughts, floods, wildfires or localized
<br />extended outages of critical utilities or transportation systems, or any critical resource shortages, affecting us could cause a significant interruption in our business or damage or
<br />destroy our facilities. While we maintain insurance to protect against these and other risks, some of these events may be excluded from insurance coverage or our coverage may
<br />not be sufficient against all hazards or liabilities to which we may be subject. Insurance may also not continue to be available at all or at rates or on terms similar to those
<br />presently available. Any losses not covered by insurance could have a material adverse effect on our business, financial condition, results of operations and cash flows.
<br />We plan to expand our business in part through future acquisitions and joint ventures, but we may not be able to identify or complete suitable acquisitions.
<br />Historically, acquisitions have been a significant part of our growth strategy. We plan to continue to use acquisitions of companies or assets and co -investments with third
<br />parties using joint ventures to expand our project skill -sets and capabilities, expand our geographic markets, add experienced management, increase our product and service
<br />offerings and add to our energy producing asset portfolio. However, we may be unable to implement this growth strategy if we cannot identify suitable acquisition or joint
<br />venture candidates or partners, reach agreement with targets on acceptable terms or arrange required financing for acquisitions or joint ventures on acceptable terms. In addition,
<br />the time and effort involved in identifying acquisition or joint venture candidates and consummate transactions may divert the attention and efforts of members of our
<br />management from the operations of our company.
<br />We may be required to write-off or impair capitalized costs or intangible assets in the future, or we may incur restructuring costs or other charges, each of which could
<br />harm our earnings.
<br />In accordance with generally accepted accounting principles in the United States, we capitalize certain expenditures and advances relating to our new acquisitions, pending
<br />acquisitions, project development costs, interest costs related to project financing and certain energy assets. In addition, we have considerable unamortized assets. From time to
<br />time in future periods, we may be required to incur a charge against earnings in an amount equal to any unamortized capitalized expenditures and advances, net of any portion
<br />thereof that we estimate will be recoverable, through sale or otherwise, relating to: (i) any operation or other asset that is being sold, permanently shut down, impaired or has not
<br />generated or is not expected to generate sufficient cash flow; (ii) any pending acquisition that is not consummated; (iii) any project that is not expected to be successfully
<br />completed; and (iv) any goodwill or other intangible assets that are determined to be impaired.
<br />In response to such charges and costs and other market factors, we may be required to implement restructuring plans in an effort to reduce the size and cost of our operations
<br />and to better match our resources with our market opportunities. As a result of such actions, we would expect to incur restructuring expenses and accounting charges which may
<br />be material. Several factors could cause a restructuring to adversely affect our business, financial condition, and results of operations. These include potential disruption of our
<br />operations, the development of our small-scale renewable energy projects and other aspects of our business. Employee morale and productivity could also suffer and result in
<br />unintended employee attrition. Any restructuring would require substantial management time and attention and may divert management from other important work. Moreover,
<br />we could encounter delays in executing any restructuring plans, which could cause further disruption and additional unanticipated expense.
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