ADDENDUM TO SOLAR SERVICE AND EASEMENT AGREEMENT

ADDENDUM (this Addendum) to Solar Service and Easement Agreement (the Service Agreement) is made as of November ____, 2013, by and between Brightergy, LLC, a Missouri limited liability company (Lessor) and the City of Webster Groves, Missouri, a Missouri municipality (Lessee and, with Lessor, the Parties). All terms not otherwise defined herein shall have the meaning ascribed in the Service Agreement. WHEREAS, this Addendum is entered into contemporaneously with the Service Agreement and is a material inducement to Lessees execution and delivery of the Service Agreement; and IN CONSIDERATION OF the premises, and intending to be legally bound hereby, the Parties agree as follows: 1. This Addendum amends and modifies the Service Agreement. If and to the extent any provision, or the application of any provision, of the Service Agreement conflicts or is inconsistent with this Addendum, this Addendum shall control in all respects and the Service Agreement shall be deemed amended and modified hereby. Section 1 of the Service Agreement is amended in the following respects: (a) in the definition of Commercial Operations Date deleting the following sentence: In the event the Solar System begins Commercial Operations on the first day of a calendar month such date shall be the Commercial Operations Date. Also, at the end of subparagraph (a), add the following, In the event that Lessor is unable to obtain approval of an application for the full $50,000 rebate offered by Ameren UE on or before December 30, 2013, then this Agreement and Lease shall be void nunc pro tunc without further action required by either party and shall be as if the Agreement were never made; in the definition of Due Date deleting the words and figures and 13.; in the definition of Initial Term adding to the end the words and figures , subject to earlier termination pursuant to Section 9 hereof.; and in the definition of Term substituting for the words and figures Section 4(f) the words and figures Section 4(d).

2.

(b) (c) (d) 3.

Section 2 of the Service Agreement is amended in the following respects: (a) adding to subsection (a), after conditions hereinafter set forth, the words for the Term;

46537416.2

(b)

in subsection (b)(i) substituting for the words first day the words first business day, and adding after the word regularly the words on the first business day of each month (the Due Date),; and adding to subsection (b)(ii), after the words and to pay, the word over, substituting for the words such payment the words the same, and at the end of the penultimate sentence substituting for the words such payment the words collected funds..

(c)

4.

Section 3 is amended by adding after the words over and across the Site the words solely for the purpose set forth in the Agreement, and by inserting before the words necessary for completion the word reasonably. Section 4 of the Service Agreement is amended in the following respects (a) adding to subsection (a) after the clause Lessor shall be the word solely and after the words installation of the Solar System the words , including making the same fully operational for the purpose contemplated by the Agreement; adding to subsection (a)(ii), before each incidence necessary contained therein, the words reasonably; of the word

5.

(b) (c) (d) 6. 7.

adding at the end of subsection (c) the words provided at Section 11.; and adding to subsection (k), before the word negligence, the word gross.

Section 8 of the Service Agreement is amended by adding before the word responsible the word solely. Section 9 of the Service Agreement is amended in the following respects: (a) (b) (c) (d) substituting for the words unless either Party the words provided the Lessee; substituting for the words to the other Party the words to Lessor; substituting for the words and figures (six 6) months the words and figures (three 3) months; and deleting the last two (2) sentences in their entirety and substituting the following: Unless otherwise expressly agreed to in writing by the Parties, upon renewal as provided herein, the terms and conditions of this Agreement shall remain the same except that Rent shall increase by 2% for each additional Renewal Term.

8.

Section 11 of the Service Agreement is amended in the following respects:

(a) (b)

in the third (3rd) sentence, after the clause shall remove any encumbrances placed, adding the words or suffered; and deleting the last two (2) sentences in their entirety and substituting the following: The Fair Market Value shall be the amount that Lessor and Lessee agree is the then saleable value of the Solar System in a transaction between a willing seller and a willing buyer taking into consideration however, the value of the used equipment, cost to a buyer to return roof to original condition, and cost to a buyer to remove the system. The Fair Market Value shall not be a negative number.

9.

Section 15 of the Service Agreement is amended in the following respects: (a) (b) (c) (d) deleting and Lessee in the first line; deleting the other Party in the second line and adding in lieu thereof, the word Lessee; deleting the words (each, in such case, an Indemnified Party) from the second and third lines; and deleting the Indemnifying Partys from the sixth line and adding in lieu thereof, the word Lessors.

10.

Section 16 of the Service Agreement is amended in the following respects: (a) (b) adding to the end of subsection (b)(i) the words and restoring the roof to its original condition;; adding to subsection (b)(ii): (i) before the words all remaining payments the words then present, and (ii) before the words subject to recapture the word then; and adding to subsection (b)(iii): (i) before the word expenses the word reasonable, and (ii) after the words attorneys fees the word costs.

(c) 11.

Section 21 of the Service Agreement is amended in the following respects: (a) deleting the entirety of the last sentence thereof and replacing it with the following: No such assignment shall be effective until written notice of such assignment is provided to Lessee and such assignment shall relieve Lessor from any present or future performance, liabilities, and obligations under this Agreement..

12.

This Addendum may be executed in one or more counterparts which need not be signed by each party hereto so long as each party signs a counterpart. All such counterparts shall be considered one and the same instrument, and shall be

deemed to be incorporated with and into the Service Agreement upon execution whether or not physically attached or affixed thereto.

IN WITNESS WHEREOF, Lessor and Lessee have executed this Addendum as of the day and year first above written. LESSOR: BRIGHTERGY, LLC.

By: _________________________________ Name: _______________________________ Title: ________________________________ LESSEE: THE CITY OF WEBSTER GROVES, MISSOURI

By: _________________________________ Name: _______________________________ Title: _______________________________