Statement of Qualifications

Statement of Qualifications Submitted on: December 6, 2012 By: Hecate Energy, LLC 115 Rosa L. Parks Blvd. Nashville, Tennessee 37203 USA Chris Bullinger President Phone: 1-480-239-5617 Fax: 1-312-284-4514 CBullinger@HecateEnergy.com Page 1

Overview of Hecate Energy A developer of solar power plants, natural gas fired power plants, and energy storage solutions, Hecate Energy is energized by a mission to develop, own, and operate power-generating facilities in the United States and select international markets. Hecate Energy was founded and is led by a team of industry veterans that has successfully worked together over the past 15 years. The Hecate Energy team has developed thousands of MW of solar and natural gas projects. Hecate Energy is currently developing over 80 MW of solar projects in the United States and is in early stages of developing over 400 MW in international markets. Within the past year, the management team has successfully led the effort to enter into a 400 MW PPA for solar PV energy with CPS Energy while providing an economic development package for San Antonio. Specifically, Hecate Energy s management team includes the former President, COO, and Senior Vice President of EPC and Operations from OCI Solar Power that assembled the winning consortium, formulated the strategy and approach for solar PV development, and provided economic development commitments to enter into the 400 MW solar power PPA with CPS Energy in San Antonio on July 23, 2012. The project will be implemented over four years with the first phase of the project is expected to begin construction in early 2013. Experience The Hecate Energy leadership team recently served as founders, executives (including President, COO, and Senior Vice President of EPC and Operations), and Board Members of OCI Solar Power, where they led strategy and negotiations to enter into a 400 MW solar PPA with CPS Energy of San Antonio, Texas. The solar project in San Antonio is currently the largest municipal solar plant development in the United States, and is the largest initiative of its kind in the world that combines economic development with clean energy development. The recent effort in San Antonio culminated a three-year business endeavor in which members of the Hecate Energy management team (all seasoned power plant executives) founded and grew a solar development company to one of the largest in the United States. Specifically, in mid-2009, the management team founded CornerStone Power Development, a solar power plant development company, which later became OCI Solar Power. In three years, from mid-2009 through July 23, 2012, the leadership team grew CornerStone Power Development/OCI Solar Power from 0 MW to a 700+ MW project company with over 400 MW under PPA and 3 MW in operation. (The first project to reach commercial operations was a 3 MW project on single-axis trackers in Vineland, New Jersey, with a PPA from Vineland Municipal Electric Utility and financing from Korean Export Import Bank.) According to GTM Research s Q3 2012 U.S. Solar Market Report, CornerStone Power Development/OCI Solar Power was the fourth-largest PV solar power plant developer in the United States based on MW under contract. Prior to focusing on solar development, the leadership team of Hecate Energy successfully invested in the U.S. transmission grid and also developed, owned, and operated natural gas power plants across the United States. Page 2

Select experience includes: Managing a $100 million fund that invested in Financial Transmission Rights (transmissionrelated financial instruments) in the United States Holding executive roles to oversee the operational, strategic and M&A activities of leading power companies Sithe Energies and K-Road Power ($4.8B and $3.0B market caps, respectively) Holding executive roles at DTE Energy and Peoples Energy Overseeing development of Mystic 8, Mystic 9, and Fore River (combined-cycle) power plants in the Boston area, totaling 2,400 MW of generation capacity Siting and developing tens of thousands of megawatts of power plants over the past 15 years Developing solar, natural gas, coal, hydro, wind, and biomass facilities ranging in size from 3 MW to 1,600 MW Leading valuation, acquisition, development, repowering, and daily dispatch optimization on more than 100,000 MW of power plants Structuring acquisitions and divestitures of generation plants totaling more than $10 billion in value Page 3

The table below presents further relevant information about the extensive experience of Hecate Energy s management: Company/Project Name States Fuel Type MW Scope Owner Operator Hecate Energy U.S. and International Solar, Natural Gas, Storage TBD OCI Solar Power U.S. Solar 700+ CornerStone Power Development Northeast U.S. and Canada Solar 130 CPS Energy San Antonio Texas Solar 400 Delsea Drive New Jersey Solar 3 330 Fund and 330 Investment Management Eastern U.S. Financial Transmission Rights 100,000s K-Road Power Eastern U.S. Natural Gas 300 BostonGen Massachusetts Natural Gas 3,000 DTE Energy Peoples Energy Sithe Energies Mystic 8 and 9 and Fore River Michigan Oregon, New Mexico U.S. and International Coal, Natural Gas, Nuclear, Other 10,000 Natural Gas 1,330 Coal, Natural Gas, Hydro, Oil 12,000 Massachusetts Natural Gas 2,400 Founders and executive team of company developing solar and natural gas power plants and storage solutions. Executive team and owners that grew OCI Solar Power from 130 MW of solar to 700+ MW. Oversaw development, financing, construcion, operations and management of company and solar power projects ranging from 3 MW to 400 MW. Founders and executive team that grew this business to a 130 MW solar pipeline portfolio and sold a majority to OCI Enterprises to form OCI Solar Power. Executive team that orchestrated, bid, negotiated and signed a 400 MW PPA with CPS Energy. The project included an economic development and jobs package to bring manufacturing to San Antonio. Developed, financed, owned and operated a 3 MW single axis tracker solar PV facility in New Raised and managed this $100 million fund that invested in financial transmission rights in the eastern U.S. Purchased, owned, operated and financed natural gas and cogeneration plants including the Brooklyn Navy Yard plant. Purchased, owned, operated and financed this 3,600 MW portfolio of natural gas and gas/oil Managed and optimized the operations and strategic investment of over 10,000 MW of power plants at this Detroit Edison affilate. Developed two gas-fired power projects--a combined cycle and a simple cycle--which were sold prior to construction totaling 1,330 MW. The simple cycle plant is now operational. Grew independent power producer from 300 MW to 12,000 MW through the development and acquisition of natural gas, oil, coal and hydro plants. Developed, designed and negotiated EPC contracts for successful construction of 2,400 MW natural gas combined cycle power plants. Board Member Executive Page 4

Current Projects Hecate Energy is a power plant development company led by industry veterans. The team has an extensive background in power plant development, and the company is currently developing over 80 MW of solar projects in the United States and is in early stages of developing over 400 MW in international markets. Highlights of current U.S. projects: Hecate Energy expects to begin construction on its 3 MW East Providence, Rhode Island project in early 2013. The project is being built on a landfill that is being closed and capped. Final capping is currently progress. The project has entered into a PPA with National Grid one of the largest electric utilities in the northeastern United States. Hecate Energy has entered into a financing arrangement for this project with an investment fund that manages over $25 billion. Hecate Energy has three solar PV projects under development in Monson, Massachusetts. The first project of 3 MW is expected to begin construction in mid-2013, while the other two projects (which total approximately 9 MW) are expected to begin construction later that same year. The projects will sell their electricity through a combination of a long-term PPA or net metering contracts with a municipality and through the merchant electricity market. In addition, the projects will generate Solar Renewable Energy Certificates that will be sold to utilities in the Commonwealth of Massachusetts. Project Experience - Examples Successfully oversaw development of Mystic 8 & 9 and Fore River combined cycle power plants, totaling 2,400 MW. Effort included all aspects of development, including permitting, contract negotiation, transmission interconnect, and financing. All three facilities are now operational. 1,600 MW Mystic 8&9 plants Massachusetts, USA For Avista, led due diligence and valuation efforts for the acquisition and completion of development of the Coyote Springs 2 plant a 280 MW combined cycle natural gas facility. The facility is now operational. 280 MW Coyote Springs 2 plant Oregon, USA Page 5

Performed early stage development and site identification for CME Energy s 704 MW Fremont combined cycle plant. The project was subsequently sold to Calpine and is now owned and operated by FirstEnergy. 750 MW Fremont, Ohio Led the evaluation effort for repowering the Seward generating station in Pennsylvania. The project required de-commissioning an 80- year old pulverized coal unit and constructing two baseload 290 MW circulating fluidized bed units that burn waste coal. Seward and the development plan were sold to Reliant. 152 MW Valencia plant Belen, New Mexico Led the development of the Delsea Drive solar PV power plant in Vineland, New Jersey. The project entered into a long-term PPA with Vineland Municipal Electric Utility. Built on single axis trackers, the project is one of the largest of its kind in the northeastern United States. 3 MW Delsea Vineland, New Jersey Developing two projects totaling 8 MW on a landfill that is being closed. The first project has entered into a PPA with National Grid for 15 years. Definitive Documentation for financing is being drafted and is expected to close by end of 2012. 8 MW solar PV East Providence, Rhode Island Page 6

Leadership Team Biographies David Tohir Chairman As Chairman, David brings over 30 years of experience to Hecate Energy. He has successfully overseen the operational, strategic and M&A activities of leading power companies, including Sithe Energies and K-Road Power ($4.8B and $3.0B market caps, respectively). He possesses extensive experience completing transactions, including the $700-million acquisition of BECO s generating assets, the $1.7 billion acquisition of GPU s generating-assets, and subsequent $2.1 billion sale of the portfolio within one year, as well as the successful acquisition and subsequent merger/sale of the BostonGen generation power plant portfolio. David formulates unique financing structures for transactions while maintaining strong relationships with numerous equity funds and commercial and investment banks. Prior to entering the power industry, he worked as a Senior Vice President at a leading investment banking firm. David holds a BS in Electrical Engineering, a BS in Economics and an MS in Management from MIT. Chris Bullinger President Chris offers nearly 20 years of expertise developing power plants. Beginning his career specializing in site selection for natural gas power plants, he has worked in every aspect of power plant development. Most recently, Chris served as President and Board Member of OCI Solar Power. Previously, he held positions as President of CornerStone Power Development, President of 330 Investment Management, and Managing Director at Peoples Energy. Highlights from Chris career include managing the development and sale of a 130 MW solar PV pipeline and acting as lead advisor for Sithe Energies $700 million acquisition of BECO s power plant fleet and $1.7 billion acquisition of GPU s generating assets. He is certified as both a CPA and CFA. He received his BSBA from Washington University in St. Louis and his MBA from Rice University. Nick Bullinger COO Nick holds 20 years of experience working in strategy and operations for energy and high-tech companies. Most recently, Nick served as COO and Board Member of OCI Solar Power where he was a lead negotiator of the 400 MW solar PV PPA awarded by CPS Energy. Nick also led the team responsible for developing a pipeline of over 300 MW of solar PV projects in the United States, the first project reaching operations in early 2012. Nick has also successfully led teams in the energy, telecommunications, and manufacturing industries during the final stages of development for achieving commercial operations. Highlights of Nick s recent experience include entering into solar PPAs with National Grid and Vineland Municipal Electric Utility, entering into exclusive development rights for a solar project with the City of East Providence, Rhode Island, and executing operations for a 3 MW solar PV facility on single-axis trackers in New Jersey. Nick graduated magna cum laude with a BSBA from Washington University in St. Louis with Honors in Management and a concentration in Marketing. Page 7

Fazli Qadir CTO & Executive Vice President Engineering, Procurement & Construction Fazli brings over twenty years of utility and energy industry experience as Executive Vice President of Engineering, Procurement & Construction of Hecate Energy. He is widely respected in the industry for optimizing financial results through technology and design. Most recently, he served as Senior Vice President of EPC & Operations at OCI Solar Power. There he led the solar engineering and design of a pipeline with over 400 MW of solar PV projects. Fazli was also the technology architect for the solar design and the economic development consortium that resulted in the winning proposal for CPS Energy s 400 MW solar PV PPA. In addition, during the past two years, he oversaw the design and construction of the 3 MW Delsea Drive solar PV project in Vineland, New Jersey. During his career, Fazli has held numerous leadership positions, including heading the Market Intelligence group at DTE Energy where he developed complex stochastic financial models and electricity and gas forward-pricing models. He holds an MBA from Duke University and a BS in Civil Engineering from the Illinois Institute of Technology. Page 8