Heelstone Energy - Sun Powered Energy



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No officer, employee, agent, or other representative of Heelstone Energy Holdings, LLC or any of its subsidiaries, affiliates or related companies (individually and collectively, “Heelstone”) is authorized to obligate or cause Heelstone to make or enter into any binding agreement or commitment with respect to any investment, the payment of money, the transfer or conveyance of property, or the guaranty or assumption of any financial risk (individually and collectively, an “Obligation”) involving, or potentially involving, more than $10,000 in cash or value, unless such Obligation (A) is in writing and sets forth the definitive terms and conditions thereof, (B) has been expressly authorized by the Board of Managers or Board of Directors, as applicable, of Heelstone (“Board”) or the designated Investment Committee (“Investment Committee”) of such Board, and (C) has been executed and delivered by the President, Secretary or a Managing Director of Heelstone (each an “Authorized Officer”) or by an officer of Heelstone expressly authorized to execute and deliver such Obligation by such Board or Investment Committee.

Without limiting the forgoing, (A) no officer, employee, agent, or other representative Heelstone is authorized to make any oral agreement, promise, or commitment, regardless of the anticipated time period of payment or performance, on behalf of Heelstone with respect to any Obligation, and (B) no term sheet or summary of proposed terms nor any letter, memorandum or other document setting forth any proposed terms or conditions of any Obligation shall, for any purpose, be deemed to obligate Heelstone in any way unless it expressly states that it is intended to be a binding agreement with respect to such Obligation.

No person is authorized to act or to hold himself, herself, or itself out as acting as an agent or other representative of Heelstone unless such person is expressly authorized to act as the agent of Heelstone in such specific capacity and with such specific authority pursuant to a definitive power of attorney in writing and which has a stated definitive termination date, and such power of attorney is (A) expressly authorized by the Board of Heelstone, and (B) executed and delivered by an Authorized Officer.