Assignor hereby sells, assigns, transfers, grants, delivers and conveys to Assignee (i) all of Assignor’s rights, title, and interest in and to the Assets, free and clear of all liens and encumbrances except for (A) the first priority security interest granted to AIP Asset management Inc. (the “Secured Party”) in the “Pledged Collateral” as that term is defined in that certain Security Agreement entered into by the parties thereto on April 24, 2017 in connection with and as a condition to the execution of that certain Note Purchase Agreement by and between the Assignor and the Secured Party dated April 20, 2017, and (B) the second priority lien on the accounts receivable of the Assignee and the Assignor, as the case may be, relating to the solar engineering, procurement and construction business of SolBright transferred to the Assignee by way of this Agreement, and (ii) all of its obligations under the Assumed Liabilities. Assignee hereby accepts such assignment of, and all right, title and interest in, the Assets and assumes the Assumed Liabilities as of the date hereof.