EXHIBIT C

Asset Purchase Agreement

 EXECUTION COPY
ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (“Agreement”) is entered into as of April 14, 2022, by and
between Consolidated Edison Company of New York, Inc., a New York corporation with its
principal offices located at 4 Irving Place, New York NY 10003 (“Seller”) and New York Transco,
LLC, a New York limited liability company with its principal offices located at 1 Hudson City
Center, Hudson, NY 12534 (“Buyer”). Seller and Buyer are sometimes hereinafter referred to
individually as “Party” and collectively as “Parties”.

RECITALS:

WHEREAS, Seller owns and operates electric transmission facilities in the State of New
York;

WHEREAS, Buyer was formed by Affiliates of New York’s investor-owned transmission

owners, including Seller’s Affiliate, for the purpose of developing, constructing, owning, operating
and maintaining transmission facilities that upgrade and/or enhance, and are incremental to, certain
transmission facilities owned and operated by such investor-owned transmission owners;

WHEREAS, among the transmission projects Buyer intends to develop, construct, own
and operate include that project currently under development by Buyer known as the “New York
Energy Solution Project” (the “Project”), for which the New York State Public Service
Commission (the “NYPSC”) issued a Certificate of Environmental Compatibility and Public Need
authorizing the construction, operation, and maintenance of the Project pursuant to Article VII of
the New York Public Service Law and which was evaluated by the New York Independent System
Operator, Inc. (“NYISO”) pursuant to the NYISO’s Transmission Interconnection Procedures
located in Attachment P of the ISO OATT; and

WHEREAS, in connection with the implementation of the Project, at the Closing, Seller
desires to sell and Buyer desires to purchase the Purchased Assets (as hereinafter defined), in each
case on the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and agreements set forth
herein and of mutual release contained herein, and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound,
do hereby agree as follows.

ARTICLE I
DEFINITIONS

Section 1.01 Definitions. As used herein, the following terms have the following
meanings:

“AAA” means the American Arbitration Association.

“Affiliate” means, with respect to a Person, any other Person who, directly or indirectly,
controls, is controlled by, or is under common control with, such Person. The term “control”
means the possession, directly or indirectly, of the power to direct the management or policies of
a Person. For purposes of this Agreement, Buyer and Seller shall not be deemed Affiliates of each
other.
 “Applicable Regulatory Authority” means the NYPSC or the FERC or the NYISO.

“Business Day” means a day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required to be closed.

“CEII” means critical energy infrastructure information as defined under applicable FERC
rules and policies.

“CIP” means critical infrastructure protection information as defined under applicable

North American Electric Reliability Corporation standards and procedures.

“Confidential Information” means any and all information prepared or delivered to Buyer
by Seller or its Representatives in connection with the transactions contemplated hereby,
including, without limitation, information that (a) is marked or designated as “confidential” or
“proprietary,” (b) is disclosed orally or visually (provided that such information is identified as
proprietary or confidential at the time of such disclosure), (c) is known to Buyer, or should be
known to a reasonable Person given the facts and circumstances of the disclosure, to be
confidential or proprietary to Seller, or (d) has come into Buyer’s possession pursuant to this
Agreement or any other agreement to which Buyer is a party; except, in each case, to the extent
that such information can be shown to have been (i) in the public domain through no action of
Buyer or its Representatives, (ii) lawfully acquired by Buyer from other sources not known by
Buyer (after due inquiry) to be bound by any obligations of confidentiality, (iii) independently
developed by Buyer without reference to the Confidential Information and without a breach of this
Agreement, or (iv) approved for release by written authorization of Seller or the third party owner
of the information.

“Contract” means any written agreement, lease, license, commitment or arrangement,

including any sales orders or purchase orders.

“Easement Agreement” means that certain Easement Grant to be entered into by and
between Buyer and Seller concurrently with this Agreement.

“FERC” means the Federal Energy Regulatory Commission.

“Final NYPSC Approval Date” means either (1) the date on which the time to seek judicial
review of the NYPSC Approval expires; or (2) if a case seeking judicial review of the NYPSC
Approval shall timely be commenced, then the date on which an order, entered by a court of
competent jurisdiction, upholding the NYPSC Approval can no longer be appealed.

“Good Utility Practice” means any of the practices, methods and acts engaged in or
approved by a significant portion of the electric transmission industry during the relevant time
period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in
light of the facts known at the time the decision was made, could have been expected to accomplish
the desired result at a reasonable cost consistent with good business practices, reliability, safety
and expedition. Good Utility Practice is not intended to be limited to the optimum practice,
method, or act to the exclusion of all others, but rather to delineate acceptable practices, methods
or acts generally accepted in the region.

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 “Governmental Authority” means federal, state, local or other governmental or regulatory
authority, administrative agency, court, commission, department, board, or other governmental
subdivision, legislature, rulemaking board, tribunal, or other governmental or quasi-governmental
authority having jurisdiction over any of the Parties, the Purchased Assets, their respective
facilities, or the respective services they provide, and exercising or entitled to exercise any
administrative, executive, police or taxing authority or power; provided, however, that such term
does not include any public power authority or any Representative thereof.

“Law” means any U.S. federal, state, local or non-U.S. statute, law, ordinance, regulation,
rule, code, order, ordinance (including zoning), executive order or decrees, edicts or binding
interpretation by a Governmental Authority or other requirement or rule of law, including the
common law.

“Liabilities” means all debts, liabilities (including liabilities for Taxes), guarantees,
assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or un-
asserted, matured or un-matured, liquidated or unliquidated, accrued or un-accrued, known or
unknown, due or to become due, whenever and however arising (including whether arising out of
any contract or tort based on negligence, or strict liability) and whether or not the same would be
required by generally accepted accounting principles to be reflected in financial statements or
disclosed in the notes thereto.

“Lien” means any lien, pledge, security interest, hypothecation, option, encumbrance,
claim or charge of any kind.

“Losses” means all losses, damages, costs, expenses, liabilities, fines, penalties,
environmental investigation and remediation costs, obligations and claims of any kind (including
any action, claim, inquiry, proceeding or investigation brought by any Governmental Authority or
other Person and including reasonable attorneys’ fees).

“NYPSC Approval” means an order, issued by the NYPSC pursuant to Section 70 of the
New York Public Service Law, approving the transfers of the Purchased Assets hereunder and the
Project Land Rights under the Easement Agreement.

“Organizational Document” means, with respect to an entity, its certificate of

incorporation, articles of incorporation, by-laws, articles of organization, limited liability company
agreement, formation agreement, joint venture agreement or other similar organizational document
of such entity.

“Permits” means all permits, approvals, identification numbers, licenses or other

authorizations required by a Governmental Authority for the development, construction,
ownership, operation or maintenance of the Purchased Assets.

“Person” means any individual, corporation, company, partnership (limited or general),

limited liability company, joint venture, association, trust or other business entity.

“Project Land Rights” means those rights to be granted to Buyer by Seller, and those
obligations to be complied with by, Buyer pursuant to the terms and conditions of the Easement
Agreement.

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 “Protected Critical Infrastructure Information” means CEII and CIP.

“Regulatory Methodologies” means, for purposes of the Purchased Assets, the value
determined in accordance with FERC Uniform System of Accounts and generally accepted
accounting principles.

“Representatives” means, collectively, the members, managers, officers, directors,

employees, agents, consultants and advisors of Buyer or Seller, as applicable.

“Section 70 Filing Date” means the date on which Seller and Buyer, pursuant to Section
6.01 of this Agreement, make the filing with the NYPSC seeking approval under Section 70 of the
New York Public Service Law of the transfers of the Purchased Assets hereunder and the Project
Land Rights to Buyer under the Easement Agreement.

“Senior Executive” means the Chief Executive Officer (or similar position) of the relevant
Party, or such other executive officer designated by the relevant Party with the power and authority
to represent such Person.

“Transmission Lines” means Seller’s portion of the two (2) 345 kV overhead transmission
lines designated as Lines #91 and #92 (to be designated as Lines Y58 and Y59) located along an
approximately 0.8-mile stretch between Buyer’s Van Wagner substation and Seller’s Pleasant
Valley substation and consisting of Transmission Line Facilities.

“Transmission Line Facilities” means those items of equipment, including wire, line,
conduit, conductor, insulators and other ancillary equipment, that are part of the Transmission
Lines, including, the two (2) steel towers to which the Transmission Lines are attached (designated
as K389 and K390), as more specifically described in Schedule 2.01(a) hereto, but excluding any
real property rights (including any Project Land Rights) and Seller’s existing tower to which the
Transmission Lines are attached at Seller’s Pleasant Valley substation.

“Taxes” means all taxes, charges, fees, levies, penalties or other assessments imposed by
any federal, state, local, provincial or foreign taxing authority, including, income, gross receipts,
excise, personal property, sales, use, transfer, customs, duties, franchise, payroll, withholding,
social securities, receipts, license, stamp, occupation, employment, including any interest,
penalties or additions attributable thereto, and any payments to any state, local, provincial or
foreign taxing authorities in lieu of such taxes, charges, fees, levies or assessments.

ARTICLE II
PURCHASE AND SALE

Section 2.01 Purchase and Sale of Purchased Assets. On the terms and subject to the
conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver
to Buyer, free and clear of all Liens, and Buyer shall purchase, acquire, assume and accept from
Seller, all of Seller’s right, title and interest in and to the following assets, properties and rights in
and to the Purchased Assets. As used in this Agreement, “Purchased Assets” shall mean the
following:

(a) The Transmission Lines and the Transmission Line Facilities

identified on Schedule 2.01(a), (which, for clarity, excludes Seller’s existing tower to which the

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Transmission Lines are attached at Seller’s Pleasant Valley substation, all other existing towers
owned or leased by Seller and all Excluded Assets);

(b) All rights, title and interests of Seller to the Contracts exclusively
related to the Purchased Assets and not involving real property rights (including any Project Land
Rights), including those Contracts that are identified on Schedule 2.01(b);

(c) All Permits exclusively related to the Purchased Assets or commercial

operation of the Purchased Assets, including the Permits set forth on Schedule 2.01(c);

(d) All claims, causes of action, choose in action, rights of recovery and
rights under or with respect to the Purchased Assets and the Assumed Liabilities; and

(e) Any other assets, rights, Contracts and claims owned or held
immediately prior to the Closing by Seller that are exclusively related to the Purchased Assets and
that are not Excluded Assets.

Section 2.02 Excluded Assets. The Purchased Assets do not include, and Seller is hereby
not selling, conveying, assigning, transferring or delivering to Buyer, and Buyer is hereby not
purchasing, acquiring, assuming or accepting from Seller, any assets, properties or rights that are
not set forth in Section 2.01 above (including the corporate or similar records of Seller and any
property rights (including, Project Land Rights)).

Section 2.03 Assumed Liabilities. On the terms and subject to the conditions of this
Agreement, at the Closing, Buyer shall assume and become responsible for, and from and after the
Closing, Buyer shall pay, discharge or perform when due, as appropriate, all Liabilities of Seller
in respect of the Purchased Assets (collectively, the “Assumed Liabilities”), regardless of when or
where such Liabilities arose or arise, or whether the facts on which they are based occurred prior
to or subsequent to the Closing, or where or against whom such Liabilities are asserted or
determined or whether determined prior to or after the date of this Agreement, but in each case,
excluding the Excluded Liabilities (as defined in Section 2.04). Assumed Liabilities shall include
the following:

(a) all sales and transfer Taxes applicable to the sale of the Purchased Assets
hereunder;

(b) all Liabilities for Taxes applicable to the Purchased Assets with respect to
any period (or portion thereof) beginning after the Closing;

(c) all Liabilities arising under any Contract assigned to Buyer under Section
2.01(b) (collectively, “Assumed Contracts”);

(d) all Liabilities arising out of Buyer’s ownership and use of the Purchased
Assets; and

(e) all Liabilities relating to or arising out of Buyer’s future development,

construction, ownership, operation and maintenance of the Purchased Assets.

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 Section 2.04 Excluded Liabilities. Notwithstanding the foregoing, the Assumed
Liabilities shall not in any event include any of the following Liabilities (the “Excluded
Liabilities”):

(a) All Liabilities associated with any Excluded Asset;

(b) All Liabilities for Taxes applicable to the Purchased Assets with respect to
any period (or portion thereof) ending on or before the Closing; and

(c) All Liabilities that are expressly contemplated by this Agreement or any
Conveyance Document to be assumed or retained by Seller.

Section 2.05 Purchase Price. The consideration to be paid by Buyer to Seller for the
Purchased Assets (the “Purchase Price”) shall be (i) cash in an amount equal to the Net Regulatory
Book Value of the Purchased Assets as of the Closing Date (the “Cash Consideration”) and (ii) the
assumption of the Assumed Liabilities.

ARTICLE III
CLOSING

Section 3.01 Closing; Closing Date. On (i) April 3, 2023 following the satisfaction, or
waiver by the Party entitled to the benefit thereof, of the conditions precedent set forth in Section
7.01 and Section 7.02, or (ii) such other date as Seller and Buyer may mutually agree in writing
(provided that in either case, the other conditions to closing specified in Section 7.01 and Section
7.02 are then satisfied or have been waived), the transfer of the Purchased Assets and the
assumption of the Assumed Liabilities contemplated by this Agreement shall take place at a
closing (the “Closing”) held via escrow or at place as the Parties may agree in writing (the date on
which the Closing takes place being, the “Closing Date”).

Section 3.02 Deliveries at Closing.

(a) Seller Deliveries. At the Closing, Seller shall deliver to Buyer the
following:

(i) a Bill of Sale, substantially in the form of Exhibit A attached hereto

(the “Bill of Sale”), duly executed by Seller;

(ii) an Assignment and Assumption Agreement, substantially in the

form of Exhibit B attached hereto (the “Assignment and Assumption Agreement”), duly executed
by Seller (in the event of a failure by Licensee (as defined in Schedule 2.01(b)) to remove its
equipment and personalty from Seller’s premises as of the Closing Date);

(iii) such other good and sufficient instruments of transfer as Buyer

reasonably deems necessary and appropriate to vest in Buyer all right, title and interest in, to and
under the Purchased Assets and to effectuate the assumption by Buyer of the Assumed Liabilities
(together with the items referenced in clause (i), the “Conveyance Documents”);

(iv) copies of the Assumed Contracts identified on Schedule 2.01(b); and

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 (v) all such other documents, agreements, instruments, writing and
certificates as Buyer may reasonably request and as are necessary for Seller to satisfy its
obligations hereunder.

(b) Buyer Deliveries. At the Closing, Buyer shall deliver to Seller the
following:

(i) the Cash Consideration, by wire transfer of immediately available

funds, to the account designated by Seller to Buyer prior to the Closing Date;

(ii) the Bill of Sale, duly executed by Buyer;

(iii) the Assignment and Assumption Agreement, duly executed by

Buyer (in the event of a failure by Licensee to remove its equipment and personalty from Seller’s
premises as of the Closing Date); and

(iv) all such other documents, agreements, instruments, writings and

certificates as Seller may reasonably request and as are necessary for Buyer to satisfy its
obligations hereunder.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date,
unless otherwise specified, as follows:

Section 4.01 Organization and Good Standing. Seller is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of New York and is duly qualified
to do business and is in good standing in all jurisdictions in which the nature of its business or
properties makes such qualification necessary. Seller has the necessary corporate power and
authority to own its properties, to carry on its business as now being conducted.

Section 4.02 Authority. Seller has the right, power and authority to enter into this
Agreement and each Conveyance Document and to perform its obligations hereunder and
thereunder and, subject to the conditions set forth herein, to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement and each
Conveyance Document and the consummation of the transactions contemplated hereby and
thereby have been duly authorized by all necessary corporate action on the part of Seller. This
Agreement has been duly executed and delivered by Seller, and constitutes the legal, valid and
binding obligation of Seller, enforceable against Seller in accordance with its terms, except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or
other similar laws affecting creditors’ rights generally and by general equitable principles,
regardless of whether enforceability is sought in a proceeding in equity or at law (the “Bankruptcy
and Equity Exceptions”). Each Conveyance Document when executed and delivered by Seller
and the other Parties thereto, will constitute the legal, valid and binding obligation of Seller,
enforceable against Seller in accordance with their terms, subject to the Bankruptcy and Equity
Exceptions.

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 Section 4.03 Consents and Approvals; No Conflict.

(a) Except for any required filings with and approvals of applicable
Governmental Authorities as set forth on Schedule 4.03(a), no filing or registration with, and no
permit, authorization, consent, order or approval of, any Governmental Authority is necessary or
required in connection with the execution and delivery of this Agreement or any Conveyance
Document by Seller or the consummation by Seller of the transactions contemplated hereby or
thereby.

(b) Subject to making the filings and receipt of the approvals referenced in
Section 4.03(a), neither the execution, delivery and performance of this Agreement and each
Conveyance Document, nor the consummation of the transactions contemplated hereby and
thereby will violate, breach or conflict with (or, in the case of clause (iii) below, give rise to a
material default or right of cancellation, termination, acceleration or increased cost under or to
impose any Lien under), (i) the Organizational Documents of Seller, (ii) any Law applicable to
Seller or its assets or business, or (iii) any material agreement or instrument binding upon Seller
or any of its assets, except, in the case of clauses (ii) and (iii) above, for such violations, breaches,
conflicts, defaults, rights, increased costs, or Liens that, individually or in the aggregate, are not
reasonably expected to have a material adverse effect on, or prevent or materially delay, the
consummation of the transactions contemplated hereby.

Section 4.04 Litigation. There are no actions, disputes, claims, suits, complaints,
mediations, arbitrations, investigations or other proceedings pending before any Governmental
Authority or, to the knowledge of Seller, threatened against or affecting Seller that relates to any
Purchased Asset that would, if adversely determined, have a material adverse effect on the
Purchased Assets or on Seller’s ability to perform its obligations hereunder or under any
Conveyance Document, or on the validity or enforceability of this Agreement or any Conveyance
Document.

Section 4.05 Purchased Assets.

(a) Subject to receipt of the approvals referenced in Section 4.03(a),

immediately after the Closing, Buyer will have good and valid title to, or a valid right to use, the
Purchased Assets, free and clear of all Liens.

(b) As of the Closing Date, except for those rights granted by this Agreement
or any Conveyance Document, no Person has any rights to acquire or lease all or any portion of
any Purchased Asset owned or otherwise held by Seller as of such date, or obtain any interest
therein, and no Person has any outstanding options, rights of first refusal or first offer, or rights
of reversion, or any other similar rights with respect to any Purchased Asset.

(c) Prior to and from the date of this Agreement through the Closing Date,
Seller has conducted, operated and used the Purchased Assets in accordance with Good Utility
Practice, except for where the failure to do so would not reasonably be expected to have a material
adverse effect on the Purchased Assets.

Section 4.06 Net Book Value. The closing statement delivered by Seller to Buyer
immediately prior to the Closing has been prepared in good faith by Seller, was derived from
Seller’s financial books and records, and presents fairly, in all material respects, the net regulatory
book value, calculated and determined in accordance with the Regulatory Methodologies (“Net
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Regulatory Book Value”), of each Purchased Asset or category of Purchased Assets (other than
Project Land Rights) transferred to Buyer as of the Closing.

Section 4.07 Assumed Contracts.(a) On or prior to the Closing Date, Seller shall
have provided to Buyer true and correct copies of all Assumed Contracts as of such date. As of
the date of this Agreement and the Closing Date, each Assumed Contract is a legal, valid and
binding obligation of, and enforceable against Seller and, to the knowledge of Seller, each other
party thereto, subject to the Bankruptcy and Equity Exceptions, and has been fully performed in
accordance with its terms, except for such failures to be legal, valid and binding that would not
reasonably be expected, individually or in the aggregate, to have a material adverse effect on the
rights, claims and warranties under the Assumed Contract to be assigned to and assumed by Buyer.

(b) Except as set forth in Schedule 4.07(b), as of the date of this Agreement and
the Closing Date, Seller is not, and, to the knowledge of Seller, no other party to any Assumed
Contract is, in violation, breach or default (nor has any event occurred which, with the notice or
the passage of time, or both, would constitute such a breach or default) under any Assumed
Contract, except in each case where such violation, breach, default or event of default would not
reasonably be expected to have, individually or in the aggregate, a material adverse effect on the
rights, claims and warranties under such Assumed Contract to be assigned to and assumed by
Buyer.

Section 4.08 Compliance With Laws. Except as would not reasonably be expected to
have a material adverse effect on the Purchased Assets, the conduct, operation and use of the
Purchased Assets by Seller have been in compliance with all applicable Laws.

ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date as
follows:

Section 5.01 Organization and Good Standing. Buyer is duly organized, validly existing
and in good standing under the laws of the State of New York and is duly qualified to do business
and is in good standing in all jurisdictions in which the nature of its business or properties makes
such qualification necessary. Buyer has the necessary limited liability company power and
authority to own its properties, to carry on its business as now being conducted and as proposed to
be conducted.

Section 5.02 Authority. Buyer has the right, power and authority to enter into this
Agreement and each Conveyance Document to which it is party and to perform its obligations
hereunder and thereunder and, subject to the conditions set forth herein, to consummate the
transactions contemplated hereby and thereby. The execution and delivery of this Agreement and
each Conveyance Document to which it is party and the consummation of the transactions
contemplated hereby and thereby have been duly authorized by all necessary limited liability
company action on the part of Buyer. This Agreement has been duly executed and delivered by
Buyer, and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer
in accordance with its terms, subject to the Bankruptcy and Equity Exceptions. Each Conveyance
Document to which it is party, when executed and delivered by Buyer and the other Parties thereto,
will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with their terms, subject to the Bankruptcy and Equity Exceptions.
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 Section 5.03 Consents and Approvals; No Conflict.

(a) Except for any required filings with and approvals of applicable
Governmental Authorities as set forth on Schedule 4.03(a), no filing or registration with, and no
permit, authorization, consent, order or approval of, any Governmental Authority is necessary or
required in connection with the execution and delivery of this Agreement or any Conveyance
Document by Buyer or the consummation by Buyer of the transactions contemplated hereby or
thereby.

(b) Subject to making the filings and receipt of the approvals referenced in
Section 4.03(a), neither the execution, delivery and performance of this Agreement and each
Conveyance Document, nor the consummation of the transactions contemplated hereby and
thereby, will violate, breach or conflict with (or, in the case of clause (iii) below, give rise to a
material default or right of cancellation, termination, acceleration or increased cost under or
impose any Lien upon), (i) the Organizational Documents of Buyer, (ii) any Law applicable to
Buyer or any Affiliate of Buyer or any of its or their respective assets or business or (iii) any
material agreement or instrument applicable to or binding upon Buyer or any of its assets, except,
in the case of clauses (ii) and (iii) above, for such violations, breaches, defaults, rights, increased
costs, or Liens that, individually or in the aggregate, are not reasonably expected to have a material
adverse effect on, or prevent or materially delay, the consummation of the transactions
contemplated hereby.

Section 5.04 Litigation. There are no actions, disputes, claims, suits, complaints,
mediations, arbitrations, investigations or other proceedings pending before any Governmental
Authority or, to the knowledge of Buyer, threatened against or affecting Buyer that would, if
adversely determined, have a material adverse effect on the Purchased Assets or on Buyer’s ability
to perform its obligations hereunder or under any Conveyance Document to which it is party, or
on the validity or enforceability of this Agreement or any Conveyance Document to which it is
party.

Section 5.05 Disclaimer. EXCEPT FOR SELLER’S REPRESENTATIONS AND

WARRANTIES AS EXPRESSLY SET FORTH IN ARTICLE IV, BUYER ACKNOWLEDGES
THAT ALL OF THE PURCHASED ASSETS ARE BEING SOLD TO BUYER “AS IS”,
“WHERE IS” AND “WITH ALL FAULTS” AND THAT SELLER IS NOT MAKING ANY
OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS
OR IMPLIED, INCLUDING WITH RESPECT TO THE MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE OR NONINFRINGEMENT OF, OR TITLE TO, THE
PURCHASED ASSETS, OR ANY WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE OR TRADE PRACTICE. BUYER IS A SOPHISTICATED PARTY AND
HAS CONDUCTED ITS OWN DUE DILIGENCE INVESTIGATION OF THE PURCHASED
ASSETS AND THE ASSUMED LIABILITIES.

ARTICLE VI
COVENANTS

Section 6.01 NYPSC Approval. It is specifically agreed and acknowledged by the

Parties that the Closing is subject to Seller and Buyer receiving the NYPSC Approval and the Final
NYPSC Approval Date occurring. Seller and Buyer shall use commercially reasonable efforts to
prepare for, and file with, the NYPSC a duly completed joint petition (the “Joint Petition”) as soon
as reasonably possible following the date hereof. From the date of this Agreement until the date
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of the Closing (the “NYPSC Approval Period”), Seller and Buyer shall use commercially
reasonable and diligent efforts to pursue, in good faith, obtaining the NYPSC Approval and shall
reasonably cooperate and consult with each other in connection therewith, and shall promptly
furnish to the NYPSC such materials as are lawfully required by the NYPSC in connection with
the Joint Petition. Throughout the NYPSC Approval Period, Seller and Buyer shall keep each
other apprised of the status of the Joint Petition and shall furnish to the other Party hereof, promptly
upon receiving or giving, as applicable, the same copies of all notices and other materials furnished
to such Party by the NYPSC or from such Party to the NYPSC with respect to the Joint Petition or
the subject matter hereof.

Section 6.02 Governmental and Other Consents and Approvals.

(a) Upon the terms and subject to the conditions of this Agreement, each of the
Parties shall cooperate with the other and use commercially reasonable efforts to take, or cause to
be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective, as soon as practicable after the date of this Agreement, the
transactions contemplated by this Agreement and the Conveyance Documents. Without limiting
the generality of the forgoing, upon the terms and subject to the conditions of this Agreement,
from the date of this Agreement until the date of the Closing, each of the Parties shall use
commercially reasonable efforts to: (i) promptly prepare and file all necessary documentation to
effectuate all necessary filings, applications, notices, petitions and other documents, and otherwise
to seek and obtain (and take all such other actions as may be required or requested by any
Governmental Authority to seek and obtain, including promptly complying with any reasonable
information or document requests from any Governmental Authority) all authorizations, consents,
approvals and orders of, or exemptions or non-oppositions by, any Governmental Authority
required to be obtained or made by Seller or Buyer in connection with this Agreement or the
Conveyance Documents or the taking of any action contemplated hereby or thereby; (ii) avoid the
entry of, or to effect the dissolution of, any decree, order, judgment, injunction, temporary
restraining order or other order in any suit or proceeding (each, an “Order”) that would otherwise
have the effect of preventing or materially delaying the consummation of the transactions
contemplated by this Agreement; and (iii) defend any lawsuits or other legal or regulatory
proceedings, whether judicial or administrative, challenging this Agreement, the Conveyance
Documents or the transactions contemplated hereby or thereby, whether brought by a
Governmental Authority or any third party. The Parties shall provide to any Governmental
Authority notice of any actions under this Agreement that are required by applicable Law. In
connection with the foregoing, Buyer shall have the right to review and approve in advance all
characterizations of the information relating to Buyer or the transactions contemplated by this
Agreement, on the one hand, and Seller shall have the right to review and approve in advance all
characterizations of the information relating to Seller or the transactions contemplated by this
Agreement, on the other hand, which appear in any filing made with any Governmental Authority
in connection with the transactions contemplated by this Agreement (such approvals not to be
unreasonably withheld, delayed or conditioned), in each case in a manner that protects attorney-
client or attorney-work-product privilege. The Parties shall consult with one another with respect
to the obtaining of all such approvals of Governmental Authorities and shall keep each other
informed of the status thereof. The Parties will coordinate and cooperate fully with each other in
exchanging such information and providing such assistance as each may reasonably request of the
other in connection with the foregoing. Notwithstanding the foregoing, no Party shall be required
to take any action (or not take any action) pursuant to this Section 6.02(a) that would cause any
conditions to Closing of such Party in Article VII not to be satisfied.
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 (b) The Parties agree to cooperate and use commercially reasonable efforts to
obtain any other consent and approval that may be required in connection with the transactions
contemplated hereby; provided, however, that Seller shall not be required to compensate any third
party in any material amount, commence or participate in litigation or offer or grant any material
accommodation (financial or otherwise) to any third party to obtain any such consent or approval
unless Buyer agrees to an adjustment in the Purchase Price hereunder in an amount equal to, or
otherwise compensate Seller for, the costs incurred by Seller in connection therewith.

Section 6.03 Confidentiality.

(a) Until the Closing (or, if for any reason the sale and purchase of the
Purchased Assets contemplated hereunder is not consummated, until the date that is three (3) years
after the date on which this Agreement is terminated (or, in the case of Protected Critical
Infrastructure Information, indefinitely)), Buyer shall hold, and shall cause its Representatives to
hold, in strict confidence, and not to disclose or release or use, for any purpose other than as
expressly permitted pursuant to this Agreement, any and all Confidential Information, without the
prior written consent of Seller; provided that Buyer may disclose, or may permit disclosure of,
Confidential Information (other than Protected Critical Infrastructure Information) (i) to those of
its auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors
who have a need to know such information for auditing, financial statement preparation and other
non-commercial purposes, (ii) if required or compelled to disclose any such Confidential
Information by judicial or administrative process or by other requirements of Law or stock
exchange rule, (iii) to the extent necessary in connection with required or routine reporting to its
potential or current members, partners and lenders or other financial or capital sources, (iv) to the
extent necessary in connection with any proposed merger, sale of assets, business combination,
financing, or other similar transaction in which Buyer may become a party; provided that in each
such case (other than the case of clause (ii) above), the recipients of such information are bound
by professional obligation or written agreement to hold such information confidential at least to
the same extent as Buyer is obligated under this Section 6.03, and provided, further, that Buyer
shall in all events remain liable for any failure by such recipients to comply with such obligation.

(b) Notwithstanding the foregoing, in the event that any demand or request for
disclosure of Confidential Information is made pursuant to Section 6.03(a), Buyer shall promptly
notify Seller of the existence of such request or demand and shall, if not prohibited by applicable
Law and reasonably practicable, provide Seller with thirty (30) days to seek an appropriate
protective order or other remedy, which the Parties will use commercially reasonable efforts to
cooperate in obtaining. In the event that such appropriate protective order or other remedy is not
obtained, Buyer shall or shall cause its Representatives to furnish, or cause to be furnished, only
that portion of the Confidential Information that is legally required to be disclosed and shall take
commercially reasonable steps to ensure that confidential treatment is accorded such information.
With respect to regulatory requests received in the ordinary course, Buyer shall use at least the
same degree of care (which in no event shall be less than reasonable care) in connection with
demands or requests for the disclosure of Seller’s Confidential Information as it uses to protect its
own similar Confidential Information in connection with similar regulatory requests.

Section 6.04. Casualty; Condemnation.

(a) If any Purchased Asset is damaged by fire or other casualty at or prior to

the Closing for such Purchased Asset (a “Casualty Event”), this Agreement shall remain in full

12
force and effect and Buyer shall be required to purchase such Purchased Asset in accordance with
this Agreement with no credit against the Purchase Price and Seller shall have no liability
whatsoever on account thereof; provided, however, on the Closing Date, Seller shall transfer
and/or assign to Buyer any and all monies and claims received by and/or accrued to Seller on
account of such Casualty Event, less such sums, if any, as shall have been actually and reasonably
expended by Seller in connection with the repair or restoration of such Casualty Event or the
prosecution of such claim.

(b) In the event that any Purchased Asset is subject to condemnation or taking
by eminent domain in any Action settled, consented to or finally adjudicated prior to the Closing
Date, such Purchased Asset shall not be conveyed to Buyer at the Closing (and the Purchase Price
shall be adjusted accordingly), and Seller shall be entitled to any compensation, payment or other
relief in connection therewith; provided that an underlying Action shall be considered finally
adjudicated when an order determining any compensation, payments or other relief to be paid with
respect to such Action has been issued by a court of competent jurisdiction and has become non-
appealable.

Section 6.05. Further Action. Prior to the Closing, and subject to the terms and conditions
of this Agreement, each Party (a) shall execute and deliver, or cause to be executed and delivered,
such documents and other papers and shall take, or cause to be taken, such further actions as may
reasonably be required to carry out the provisions of this Agreement and each Conveyance
Document and give effect to the transactions contemplated hereby and thereby, and (b) shall refrain
from taking any actions that would reasonably be expected to impair, delay or impede the
transaction contemplated by this Agreement.

ARTICLE VII
CONDITIONS TO CLOSING

Section 7.01 Conditions to Seller’s Obligation to Close. The obligation of Seller to

consummate the transactions contemplated at the Closing shall be subject to the fulfillment or
waiver by Seller, in its sole discretion, at or prior to the Closing, of each of the following
conditions:

(a) Representations and Warranties; Covenants. The representations and

warranties of Buyer contained in this Agreement shall be true and correct in all material respects
on the Closing Date with the same effect as if made on such Closing Date.

(b) Covenants. Buyer shall have performed and complied in all material
respects with its covenants and agreements required by this Agreement to be performed or
complied with by Buyer at or prior to the Closing.

(c) NYPSC Approval. Seller shall have received the NYPSC Approval and the
Final NYPSC Approval Date shall have occurred.

(d) Other Required Approvals. (i) All consents, approvals and permits listed
on Schedule 7.01(d) shall have been obtained or received and (ii) all other consents, approvals and
permits of a Governmental Authority (other than those identified in Schedule 7.01(d)) required to
be obtained prior to the Closing to transfer the Purchased Assets shall have been obtained unless,
in the case of this clause (ii), the failure to receive any such consents, approvals and permits would

13
not reasonably be expected to, individually or in the aggregate, have a material adverse effect on
the consummation of the transactions contemplated hereby.

(e) No Governmental Order. (i) No Order entered by or with any Governmental

Authority of competent jurisdiction that prohibits or materially restrains the consummation of the
transactions contemplated hereby shall have been issued and remain in effect and (ii) no Law shall
have been enacted or entered by any Governmental Authority that prohibits or makes illegal the
consummation of the transactions contemplated hereby.

(f) Closing Deliverables. Buyer shall have received the certificates, documents
and other items to be delivered to Buyer pursuant to Section 3.02(a).

Section 7.02 Conditions to Buyer’s Obligation to Close. The obligation of Buyer to

consummate the transactions contemplated at the Closing shall be subject to the fulfillment or
waiver by Buyer, in its sole discretion, at or prior to the Closing, of each of the following
conditions:

(a) Representations and Warranties; Covenants. The representations and

warranties of Seller contained in this Agreement shall be true and correct in all material respects
on the Closing Date with the same effect as if made on the Closing Date (except for any
representation or warranty made as of a specific date, which shall be so true and correct in all
material respects only as of such specific date).

(b) Covenants. Seller shall have performed and complied in all material
respects with its covenants and agreements required by this Agreement to be performed or
complied with by Seller at or prior to the Closing.

(c) NYPSC Approval. Buyer shall have received the NYPSC Approval and the
Final NYPSC Approval Date shall have occurred.

(d) Other Required Approvals. (i) All consents, approvals and permits listed
on Schedule 7.02(d) shall have been obtained or received and (ii) all other consents, approvals and
permits of a Governmental Authority (other than those identified in Schedule 7.02(d)) required to
be obtained prior to the Closing to transfer the Purchased Assets shall have been obtained unless,
in the case of this clause (ii), the failure to receive any such consents, approvals and permits would
not reasonably be expected to, individually or in the aggregate, have a material adverse effect on
the consummation of the transactions contemplated hereby.

(e) No Governmental Order. (i) No Order entered by or with any Governmental

Authority of competent jurisdiction that prohibits or materially restrains the consummation of the
transactions contemplated hereby shall have been issued and remain in effect and (ii) no Law shall
have been enacted or entered by any Governmental Authority that prohibits or makes illegal the
consummation of the transactions contemplated hereby.

(f) Closing Deliverables. Seller shall have received the certificates, documents
and other items to be delivered to Seller pursuant to Section 3.02(b).

Section 7.03 Frustration of Closing Conditions. Neither Buyer, on the one hand, nor
Seller, on the other hand, may rely on the failure of any condition set forth in this Article VII to
be satisfied if such failure was caused by, or was the result of, its breach of this Agreement.
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 ARTICLE VIII
INDEMNIFICATION

Section 8.01 Indemnification; Survival.The representations and warranties of Seller and

Buyer contained in or made pursuant to this Agreement or in any certificate furnished pursuant to
this Agreement and all claims and cause of actions with respect thereto shall survive until the
Survival Termination Date; provided that the representations, warranties and covenants and all
claims and causes of actions with respect thereto contained in Sections 4.01, 4.02, 5.01 and 5.02,
shall survive indefinitely to the maximum extent permitted by applicable Law. Other than as set
forth in the previous sentence, the covenants and agreements made pursuant to this Agreement or
in any certificate furnished pursuant to this Agreement that contemplate actions to be taken or
restrict certain actions from being taken at or prior to the Closing shall be performed or complied
with in their entirety at or prior to the Closing, and all claims and causes of action made with
respect thereto shall survive until the Survival Termination Date. The covenants and agreements
made pursuant to this Agreement or in any certificate furnished pursuant to this Agreement that
contemplate actions to be taken or restrict certain actions from being taken, in whole or in part,
after the Closing are to be performed or complied with in whole or in part following the Closing
and shall survive for the period provided in such covenants and agreement, if any, or until
performed in accordance with their respective terms, and all claims and causes of actions with
respect thereto shall survive for eighteen (18) months after such date. For purposes of this
Agreement, the “Survival Termination Date” shall mean the date that is eighteen (18) months after
the Closing Date. Notwithstanding the foregoing, if a claim notice meeting the requirements of
Section 8.01(d) with respect to indemnification under this Article VIII shall have been given
pursuant to Section 10.01 within the survival period, the representations, warranties, covenants
and agreements that are the subject of such indemnification claim shall survive with respect to
such claim notice until it is finally and fully resolved. The Parties expressly agree that the
provisions of this Section 8.01 shall operate as a contractual statute of limitations.

(b) Seller Indemnification. From and after the Closing, subject to the further
provisions of this Article VIII, Seller shall indemnify, defend and hold harmless Buyer and its
officers, managers, members, employees, agents and representatives (collectively, “Buyer
Indemnified Parties”) from and against any Loss actually incurred or suffered by Buyer
Indemnified Parties to the extent arising out of or related to (i) the breach of any representation
or warranty made by Seller in this Agreement or in any Conveyance Document at the Closing
Date; (ii) the breach or failure by Seller to perform, or cause to be performed, any covenant or
obligation to be performed by it hereunder, or (iii) any Excluded Liability.

(c) Buyer Indemnification. From and after the Closing, subject to the further
provisions of this Article VIII, Buyer shall indemnify, defend, and hold harmless Seller and its
officers, directors, trustees, equity holders, employees, agents and representatives (collectively,
“Seller Indemnified Parties”) from and against any Loss actually incurred or suffered by Seller
Indemnified Parties to the extent arising out of or related to: (i) the breach of any representation
or warranty made by Buyer in this Agreement or in any Conveyance Document at the Closing
Date, (ii) the breach or failure by Buyer to perform, or cause to be performed, any of covenant or
obligation to be performed by it hereunder, or (iii) any Assumed Liability.

(d) Notification of Claim. A Person that may be entitled to indemnification

hereunder (the “Indemnified Party”) shall promptly notify the Party or Parties liable for such

15
indemnification (the “Indemnifying Party”) in writing of any pending or threatened claim or
demand that the Indemnified Party has determined has given or would reasonably be expected to
give rise to a right of indemnification hereunder (including a pending or threatened claim or
demand asserted by a third party against the Indemnified Party, such claim being a “Third Party
Claim”), describing in reasonable detail the facts and circumstances with respect to the subject
matter of such claim or demand; provided, however, that the failure to provide such notice shall
not release the Indemnifying Party from its obligations under this Article VIII except to the extent
that the Indemnifying Party is actually prejudiced by such failure.

Section 8.02 Indemnification Procedures.

(a) Third Party Claim. Upon receipt of notice of a claim for indemnity from an
Indemnified Party pursuant to Section 8.01(d), the Indemnifying Party shall have the right to
assume the defense and control any Third Party Claim, but shall allow the Indemnified Party a
reasonable opportunity to participate in the defense of such Third Party Claim with its own counsel
and at its own expense; provided that if (i) the Indemnifying Party and the Indemnified Party are
both named parties to the proceedings and, in the reasonable opinion of counsel to the Indemnified
Party, representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them, or (ii) in the reasonable opinion of counsel to the
Indemnified Party, such Third Party Claim involves the potential imposition of criminal liability
on the Indemnified Party, then, in each such case, the applicable Indemnified Parties shall be
entitled to participate in any such defense with one separate counsel at the reasonable expense of
the Indemnifying Party. The Indemnifying Party shall select counsel of recognized standing and
competence after consultation with the Indemnified Party and shall take all reasonably necessary
steps in the defense or settlement of such Third Party Claim. The Indemnifying Party shall be
authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party
Claim, without the consent of any Indemnified Party, provided that the Indemnifying Party shall
(A) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently
with the effectiveness of such settlement, (B) not encumber any of the material assets of any
Indemnified Party or agree to any restriction or condition that would apply to or materially
adversely affect any Indemnified Party or the conduct of any Indemnified Party’s business, (C)
obtain, as a condition of any settlement or other resolution, a complete release of any Indemnified
Party potentially affected by such Third Party Claim, and (D) ensure that the settlement does not
include any admission of wrongdoing or misconduct.

(b) Non-Third Party Claims. In the event any Indemnifying Party receives a
notice of a claim for indemnity from an Indemnified Party pursuant to Section 8.01(d) that does
not involve a Third Party Claim, the Indemnifying Party shall notify the Indemnified Party within
thirty (30) days following its receipt of such notice if the Indemnifying Party disputes its liability
to the Indemnified Party under this Article VIII. If the Indemnifying Party does not so notify the
Indemnified Party, then the claims specified by the Indemnified Party in such notice shall be
conclusively deemed to be a liability of the Indemnifying Party under this Article VIII, and the
Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or,
in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated,
on such later date when the amount of such claim (or such portion of such claim) becomes finally
determined. If the Indemnifying Party has timely disputed its liability with respect to such claim
as provided above, then the Indemnifying Party and the Indemnified Party shall resolve such
dispute in accordance with Section 10.07.

16
 Section 8.03 Net Recovery. With respect to each indemnification obligation contained
herein or in any Conveyance Document, all Losses shall be net of any third-party insurance
proceeds that have been recovered by the Indemnified Party in connection with the facts giving
rise to the right of indemnification.

Section 8.04 No Consequential Damages. In no event shall a Party be liable for any
consequential, special, indirect, incidental or punitive damages, lost profits or revenue, loss of the
use of equipment, cost of capital, cost of temporary equipment or services, or similar items arising
out of or related to this Agreement, whether based in whole or in part in contract, in tort, including
negligence, strict liability, or any other theory of liability, except, in each case, any such damages
actually paid to any un-Affiliated claimant in respect of a Third Party Claim paid in accordance
with this Agreement.

Section 8.05 Maximum Liability. Notwithstanding anything else in this Agreement to

the contrary, the maximum liability of Seller to Buyer under this Agreement shall be the amount
of the Purchase Price paid to and received by Seller under this Agreement.

Section 8.06 Exclusive Remedy. Subject to the next sentence, and except as provided in
Section 10.11 and in the event of fraud in connection with this Agreement, following the Closing,
the indemnification provisions of this Article VIII shall be the sole and exclusive remedies of the
Parties for any Losses or otherwise that each may suffer or incur or become subject to, as a result
of, or in connection with any breach of any representation or warranty in this Agreement by the
other Party or any failure by the other Party to perform or comply with any covenant or agreement
herein. Notwithstanding anything herein to the contrary, no breach of any representation or
warranty or any covenant or agreement contained in this Agreement shall give rise to any right on
the part of either Party hereto to rescind this Agreement or any of the transactions contemplated
hereby.

ARTICLE IX
TERMINATION

Section 9.01 Termination. This Agreement may be terminated, and the transactions
contemplated hereby abandoned, at any time prior to the Closing as follows:

(a) by mutual written consent of Seller and Buyer;

(b) by Buyer, if there shall be a breach or violation of any representation or

warranty or covenant or agreement contained in this Agreement that would result in a failure of a
condition set forth in Section 7.02 and which breach has not been cured (to the extent necessary to
avoid a failure of such condition) prior to the date that is thirty (30) days from the date that Seller
is notified in writing by Buyer of such breach; provided that Buyer shall not have a right to
terminate this Agreement under this Section 9.01(b) if Buyer has breached or violated any of its
representations, warranties or agreements contained in this Agreement and such breach or violation
would have resulted in a failure of a condition set forth in Section 7.01;

(c) by Seller, if there shall be a breach or violation of any representation or

warranty or covenant or agreement contained in this Agreement that would result in a failure of a
condition set forth in Section 7.01 and which breach has not been cured (to the extent necessary to
avoid a failure of such condition) prior to the date that is thirty (30) days from the date that Buyer
is notified in writing by Seller of such breach; provided that Seller shall not have a right to
17
terminate this Agreement under this Section 9.01(c) if Seller has breached or violated any of its
representations, warranties or agreements contained in this Agreement and such breach or violation
would have resulted in a failure of a condition set forth in Section 7.02; and

(d) by Buyer or Seller, if a Governmental Authority of competent jurisdiction

shall have enacted, enforced or entered any Law, or a final non-appealable Order of any
Governmental Authority of competent jurisdiction shall be in effect, that materially prohibits or
restrains the consummation of the transactions contemplated by this Agreement.

Without limiting the foregoing, in the event the NYPSC (i) declines to approve the transfer
of the Purchased Assets hereunder and/or the Project Land Rights under the Easement Agreement
pursuant to Section 70 of the New York Public Service Law within one (1) year from the Section
70 Filing Date; or (ii) approves either such transfer with one or more conditions that are not
acceptable to either Party, in its sole discretion (the “Affected Party”), or to both Parties; or (iii)
rejects either such transfer within one (1) year from the Section 70 Filing Date, then this Agreement
shall terminate automatically and both Parties shall be released from all duties and obligations
created herein, except for any obligations that, pursuant to the express provisions hereof, survive
the termination or cancellation of this Agreement; provided, however, that any termination
pursuant to clause (ii) shall require written notification by the Affected Party to the other Party
within ten (10) Business Days of its receipt of such conditions.

Section 9.02 Notice of Termination. Any Party desiring to terminate this Agreement
pursuant to Section 9.01 shall give written notice of such termination to the other Party pursuant
to Section 10.01.Section 9.03 Effect of Termination. In the event this Agreement is terminated
pursuant to Section 9.01 prior to the Closing, this Agreement shall forthwith become void and
there shall be no liability on the part of any Party, except that the provisions of Section 6.03, Article
VIII, this Section 9.03 and Article X shall survive termination; provided, however, that nothing
herein shall relieve either Seller or Buyer from liability for any willful breach of, or willful failure
to perform its obligations under, this Agreement.

Section 9.04 Extension; Waiver. At any time prior to the Closing, either Seller or Buyer
may (a) extend the time for performance of any of the obligations or other acts of the other Party,
(b) waive any inaccuracies in the representations and warranties contained in this Agreement or in
any document delivered pursuant hereto or (c) waive compliance with any of the agreements or
conditions contained herein (but such waiver of compliance with such agreements or conditions
shall not operate as a waiver of, or estoppels with respect to, any subsequent or other failure). Any
such extension or waiver shall be valid only if set forth in an instrument in writing signed by the
Party granting such extension or waiver.

ARTICLE X
MISCELLANEOUS

Section 10.01 Notices. Any notice, request, instruction or other communication to be

given to a Party pursuant to this Agreement shall be in writing signed by or on behalf of the Party
giving it and may be served by hand delivery, courier, email, facsimile (with confirmation of
transmission) or by prepaid recorded airmail delivery to the address of the Party to receive it set
forth below (or to such other address as such Party shall have specified by a notice given to the
other in accordance with this Section 10.01). Any notice shall be deemed to have been duly served:
(a) when delivered, if sent by hand delivery or courier; (b) at the time of transmission, if sent by

18
email or facsimile; and (c) upon receipt, if sent by prepaid recorded airmail delivery or regulated
airmail post on receipt; provided that any notice received on a day that is not a Business Day, or
after 5:00 p.m. (New York City time) on a Business Day, shall be deemed to be received on the
next following Business Day. Each Party to whom a communication is sent hereunder has the
obligation to accept delivery of such communication. Such communications, to be valid, must be
addressed as set forth below:

If to Seller, to:

Consolidated Edison Company of New York, Inc.

4 Irving Place
New York, New York 10003
Attn: Walter Alvarado, Vice President
Email: [email protected]

With a copy to:

Consolidated Edison Company of New York, Inc.

4 Irving Place
New York, New York 10003
Attn: Michelle Hyland, Associate General Counsel, Commercial Transactions
Email: [email protected]

If to Buyer, to:

New York Transco LLC

One City Centre, Suite 300
Hudson, New York 12435
Attn: Victor Mullin, President
Email: [email protected]

With a copy to:

Kathleen Carrigan
General Counsel, New York Transco LLC
One City Centre, Suite 300
Hudson, New York 12435
Email: [email protected]

Section 10.02 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced under any Law, all other conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated by this Agreement is not affected in any manner
materially adverse to any Party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated by this Agreement be consummated
as originally contemplated to the greatest extent possible.
19
 Section 10.03 Entire Agreement. This Agreement and the Conveyance Documents
constitute the entire agreement of the Parties with respect to the subject matter hereof and
supersede all prior agreements, undertakings and understandings, both written and oral, with
respect to such subject matter.

Section 10.04 Assignment. This Agreement may not be assigned without the prior written
consent of Seller and Buyer. This Agreement shall be binding upon, shall inure to the benefit of,
and shall be enforceable by, the Parties and their permitted successors and assigns. Any merger,
conversion or consolidation of a Party by operation of law shall not constitute an assignment under
this Agreement.

Section 10.05 No Third-Party Beneficiaries. Except as provided in Article VIII with

respect to Seller Indemnified Parties and Buyer Indemnified Parties, this Agreement is for the sole
benefit of the Parties and their permitted successors and assigns and nothing herein or in any
Conveyance Document, express or implied, is intended to or shall confer upon any other Person
any legal or equitable right, benefit or remedy of any nature whatsoever.

Section 10.06 Amendment. No provision of this Agreement may be amended,

supplemented or modified except by a written instrument signed by all Parties.

Section 10.07 Dispute Resolution Process. Except with respect to any request for
equitable relief (including interim relief) by either Party on or prior to the Closing Date, any
dispute, controversy or claim arising out of or relating to this Agreement or any Conveyance
Document (a “Dispute”) shall be resolved in accordance with the procedures set forth in Exhibit
C attached hereto. Until completion of such procedures, no Party may take any action to force a
resolution of a Dispute by any judicial or similar process, except to the extent necessary to (i) avoid
expiration of a claim or (ii) obtain interim relief, including injunctive relief, to preserve the status
quo or prevent irreparable harm.

Section 10.08 Governing Law. This Agreement and the rights of the Parties shall be
governed by and construed in accordance with the laws of the State of New York without giving
effect to any choice of Law of conflict of Law rules or provisions (whether of the State of New
York or of any other jurisdiction) that would cause the application of Laws of any jurisdiction
other than the State of New York.

Section 10.09 Submission to Jurisdiction, Service of Process. Each Party irrevocably and
unconditionally (a) consents to submission to the exclusive jurisdiction of the courts of the State
of New York located in New York County and of the federal courts of the United States of America
located in the State of New York, County of New York (the “New York Courts”), for any action,
claim, complaint, investigation, petition, suit or other proceeding, whether in contract or tort, in
law or equity arising out of or relating to this Agreement (“Action”), (b) agrees not to commence
any Action except in such New York Courts and in accordance with the provisions of this
Agreement, (c) agrees that service of any process, summons, notice, or document by U.S.
registered mail or as otherwise provided in this Agreement shall be effective service of process for
any Action brought in any such New York Court, (d) waives any objection to the laying of venue
of any Action in the New York Courts and (e) agrees not to plead or claim in any such court that
any such Action brought in any New York Court has been brought in an inconvenient forum.

Section 10.10 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES THE RIGHT
TO TRIAL BY JURY IN ANY ACTION.
20
 Section 10.11 Specific Performance. The Parties agree that the failure of any Party to
perform its agreements hereunder, including its failure to take all actions as are necessary on its
part to consummate the transactions contemplated hereby, will cause irreparable injury to the other
Party, for which damages, even if available, will not be an adequate remedy. Accordingly, each
Party consents to the issuance of injunctive relief by any court of competent jurisdiction to compel
performance of such Party’s obligations and to the granting by any such court of the remedy of
specific performance of its obligations hereunder, in addition to any other rights or remedies
available hereunder or at law or in equity.

Section 10.12 Headings; Construction. The descriptive headings of the various Articles
and Sections of this Agreement have been inserted for convenience of reference only and are of
no significance in the interpretation or construction of this Agreement. For purposes of this
Agreement, except as otherwise expressly provided herein or the context otherwise requires, (i)
the terms “hereof”, “herein”, “hereunder”, “hereby”, “herewith” and words of similar import shall,
unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular
provision; (ii) the words “include”, “includes” and “including” shall be deemed to be modified by
the words “without limitation”, unless otherwise specified; (iii) references to any applicable Law
means such applicable Law as lawfully amended, modified, codified, replaced re-enacted and in
effect from time to time; (iv) words in the singular or plural also include the plural or singular,
respectively; and (v) references in this Agreement to any Article, Section, paragraph, Schedule,
Exhibit or Appendix means the Article, Section, paragraph, Schedule, Exhibit or Appendix to this
Agreement, unless otherwise specified.

Section 10.13 Counterparts. This Agreement and the Conveyance Documents may be
executed in one or more counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Agreement and any Conveyance Document by
facsimile or by electronic .pdf shall be as effective as delivery of a manually executed counterpart
of any such agreement.

[Signature Page Follows]

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 Schedule 2.01(a)

Transmission Lines and Transmission Line Facilities

As part of the Purchased Assets sold under the Agreement, Seller hereby sells to Buyer a
segment of Seller’s Transmission Lines 91 and 92 extending from Seller’s Pleasant Valley
substation to Buyer’s new Van Wagner substation. Purchased Assets sold to Buyer under this
Agreement shall also include the Transmission Line Facilities that consist of (i) two (2) overhead
transmission lattice steel structures identified as K389 and K390, which are located in the town of
Pleasant Valley in Dutchess County, within the Hudson Valley of New York, and (ii) those items
of equipment, including connectors, line conductors, shield wires, jumper loops, insulators,
counterpoise cables and other ancillary equipment that are part of the aforementioned
Transmission Lines.

The Transmission Line Facilities are detailed as follows:

1) Tower K389 (approx. Latitude, Longitude Coordinates – 41.740039, -73.837084);

2) Tower K390 (approx. Latitude, Longitude Coordinates – 41.742473, -73.841528);
3) 2-795 ACSR conductors from towers: K389 to K390, K389 to TTN3 and K389 to TTN4;
4) Partial conductor spans for Transmission Lines 91 and 92west of tower K390 to adjacent
tower owned and located on Niagara Mohawk ROW (approx. demarcation point starting
coordinate at Northwesterly corner N58°14’42”W running east along S16°26’51”W to
point S58°14’42”E);
5) Shield wires (2) consisting of a 9/16” 7#5AL conductors from tower K390 to tower K389;
and
6) Partial shield wires spans for Transmission Lines 91 and 92 west of tower K390 to adjacent
tower owned and located on Niagara Mohawk ROW.

As part of the Purchased Assets sold under the Agreement, on or prior to the Closing Date
Seller will provide Buyer with (i) drawings (including structure grounding drawings), plans,
designs and other documents that are exclusively related to the Purchased Assets and available to
Seller on or prior to the Closing Date; and (ii) inspection/ maintenance records that are exclusively
related to the Purchased Assets or the commercial operation of the Purchased Assets and available
to Seller on or prior to the Closing Date.

Note: The dead-end structures identified as TTN3 and TTN4 are located within the property of the
Seller’s Pleasant Valley substation and are owned by Seller. These structures are Excluded Assets.
Without limiting the foregoing, Seller retains all ownership rights in and to all disconnect switches,
ground switches and auxiliary equipment within the Pleasant Valley substation.

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 Schedule 2.01(b)

Assumed Contracts

Site License Agreement (“License Agreement”), dated June 12, 2001, by and between
Seller and Independent Wireless One Leased Realty Corporation (“Licensee”) for space on
Seller’s transmission tower K-389.

Buyer hereby acknowledges that Seller has terminated the License Agreement pursuant to
that certain letter dated October 29, 2021 from Seller to Licensee.

In the event that as of the Closing Date Licensee fails to remove, at its sole cost and
expense, its equipment and personalty from Seller’s premises per the terms and conditions
of the License Agreement, on the terms and subject to the conditions of this Agreement, at
the Closing, Seller shall assign to Buyer all rights, title and interests of Seller to the License
Agreement and Buyer shall assume and become responsible for, and from and after the
Closing, Buyer shall pay, discharge or perform when due, as appropriate, all Liabilities of
Seller in respect of the License Agreement.

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 Schedule 2.01(d)

Permits

None.

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 Schedule 4.03(a)

Consents and Approvals

The transfers of the Purchased Assets hereunder and the Project Land Rights under the
Easement Agreement are subject to the approval of the NYPSC under Section 70 of the
New York State Public Service Law.

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 Schedule 4.07(b)

None (as of the date of this Agreement).

In the event that as of the Closing Date Licensee fails to remove, at its sole cost and
expense, its equipment and personalty from Seller’s premises per the terms and conditions
of the License Agreement and consequently Licensee is in violation of said License
Agreement, such violation would not reasonably be expected to have a material adverse
effect on the rights, claims and warranties under such Assumed Contract to be assigned to
and assumed by Buyer in accordance with this Agreement.

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 Schedule 7.01(d)

Other Required Approvals

None.

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 Schedule 7.02(d)

Other Required Approvals

None.

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 Exhibit A

FORM OF BILL OF SALE

THIS BILL OF SALE (“Bill of Sale”) is hereby executed and delivered as of ____ ___,
20[__] by CONSOLIDATED EDISON COMPANY OF NEW YORK, INC., a New York
corporation, having its principal office at 4 Irving Place, New York, NY 10003 (“Seller”) in favor
of NEW YORK TRANSCO, LLC (“Buyer”), a New York limited liability company, having its
principal office at 1 Hudson City Center, Hudson, NY 12534.

WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as of April 14,
2022, by and between Seller and Buyer (the “Purchase Agreement”), Seller agreed to sell and
transfer, and Buyer agreed to purchase and accept, the Purchased Assets (as defined in the Purchase
Agreement), in each case on the terms and subject to the conditions set forth therein; and

WHEREAS, Seller now desires to transfer to Buyer, and Buyer desires to accept transfer
of, the Purchased Assets.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained

in said Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

1. The foregoing recitals are hereby incorporated in this Bill of Sale.

2. The transfer of the Purchased Assets from Seller to Buyer is subject to the terms
and conditions of the Purchase Agreement, which terms and conditions shall survive the delivery
of this Bill of Sale.

3. As of the date hereof, Seller hereby transfers to Buyer all of its rights, title, interests
and obligations in and to the Purchased Assets, and Buyer hereby accepts such transfer and
assumes and shall perform all obligations and liabilities of Seller with respect to the Purchased
Assets.

This Bill of Sale shall be governed by and construed in accordance with the laws of the
State of New York without regard to the principles of conflicts of laws thereunder.
[Signature Page Follows]

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 IN WITNESS WHEREOF, Seller and Buyer have executed this Bill of Sale on the day
and year first above written.

SELLER:

CONSOLIDATED EDISON COMPANY OF NEW YORK,

INC.

______________________________________________
By: ___________________________________________
Name: _________________________________________
Title:__________________________________________

BUYER:

NEW YORK TRANSCO, LLC

_______________________________________________
By: ____________________________________________
Name: _________________________________________
Title:___________________________________________

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 Exhibit B

FORM ASSIGNMENT AND ASSUMPTION OF CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (“Assignment”) is entered

into as of ____ ___, 20[__] by and between CONSOLIDATED EDISON COMPANY OF NEW
YORK, INC., a New York corporation, having its principal office at 4 Irving Place, New York,
NY 10003 (“Assignor”) and NEW YORK TRANSCO, LLC, a New York limited liability
company, having its principal office at 1 Hudson City Center, Hudson, NY 12534 (“Assignee”).

1. Reference to Agreement. Reference is made to that certain Asset Purchase

Agreement dated as of April 14, 2022 (“Asset Purchase Agreement”), by and between Assignor
and Assignee, pursuant to which Assignor has agreed to assign, transfer and convey to Assignee,
and Assignee has agreed to assume, accept and take from Assignor, those certain Contracts, as set
forth on Exhibit A, attached hereto and made a part hereof. Capitalized terms used herein and not
otherwise defined herein shall have the meanings set forth in the Asset Purchase Agreement.

2. Assignment. For good and valuable consideration received by Assignor, the receipt
and sufficiency of which are hereby acknowledged, Assignor hereby grants, transfers, assigns and
delivers to Assignee all of the rights, title and interests of Assignor in and to each of the Contracts.

3. Assumption. Assignee hereby acknowledges receipt of each of the Contracts and

accepts the assignment of each of the Contracts. Assignee hereby assumes, and agrees to be bound
by, all of the covenants, agreements and obligations of Assignor under each of the Contracts, on
and after the Closing Date.

4. Binding Effect. This Assignment shall inure to the benefit of, and be binding upon,
each of the parties hereto and their respective successors and assigns.

5. Governing Law. This Assignment shall be governed by and construed in

accordance with the laws of the State of New York without regard to the principles of conflicts of
laws thereunder.

6. Counterparts. This Assignment may be executed in counterparts and by each party

hereto on a separate counterpart, all of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Assignment by facsimile or email transmission
shall be effective as delivery of a manually executed counterpart of this Assignment. In the case
of any electronic delivery by a party, such party shall thereafter deliver an originally executed
signature page to the other parties benefited hereby, but the failure of any such delivery shall not
affect the validity or binding effect of this Assignment, the parties expressly waiving any such
defense.
[Signature Page Follows]

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 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment on the
day and year first above written.

ASSIGNOR:

CONSOLIDATED EDISON COMPANY OF NEW YORK,

INC.

_______________________________________________
By:____________________________________________
Name:__________________________________________
Its:_____________________________________________

ASSIGNEE:

NEW YORK TRANSCO, LLC

_______________________________________________
By:____________________________________________
Name:__________________________________________
Its:_____________________________________________

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 EXHIBIT A

SCHEDULE OF CONTRACTS

Site License Agreement (“License Agreement”), dated June 12, 2001, by and between Assignor
and Independent Wireless One Leased Realty Corporation for space on Assignor’s transmission
tower K-389.

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 Exhibit C

Dispute Resolution Process

Section 1.1 Negotiation; Mediation.

(a) The Parties to any dispute, controversy or claim arising out of or relating to
this Agreement or the breach, termination or validity hereof or the transactions contemplated
hereby (a “Dispute”) shall seek to resolve such Dispute by negotiations among the Senior
Executives of each relevant Party. Such Senior Executives shall negotiate for a reasonable period
of time to settle such Dispute after receipt by a Party of written notice of such Dispute (“Dispute
Notice”); provided that (i) such reasonable period shall not, unless otherwise agreed by the relevant
Parties in writing, exceed twenty (20) days from the time of receipt of the Dispute Notice and (ii)
the relevant employees from the applicable Parties (or their Affiliates) with knowledge and interest
in the Dispute shall first have tried to resolve the differences between or among the Parties before
Senior Executives shall be required to engage in negotiations in accordance with this Section
1.1(a). If a Senior Executive or interested Party intends to be accompanied by outside legal counsel
at any meeting regarding a Dispute, such Party shall give the other Parties to such Dispute at least
two (2) Business Days’ written notice thereof, and in such event each other Party to the Dispute
shall be entitled to be accompanied by outside legal counsel at any such meeting. Within ten (10)
days of receipt of the Dispute Notice, the receiving Party or Parties shall submit to the other Party
or Parties a written response. The Dispute Notice and the response shall each include a statement
of the Party’s position, a general summary of the arguments supporting that position, the name and
title of the Senior Executive who will represent the Party and any other Person(s) who will attend
settlement meetings.

(b) In the event of any Dispute with respect to which a Dispute Notice has been
delivered in accordance with this Section 1.1, and if mediation proceedings are initiated pursuant
to Section 1.2, within sixty (60) days following receipt of the Dispute Notice (i) the relevant Parties
shall not assert the defenses of statute of limitations and laches with respect to the period beginning
after the date of receipt of the Dispute Notice and (ii) any contractual time period or deadline under
this Agreement to which such Dispute relates occurring after the Dispute Notice is received shall
not be deemed to have passed until such Dispute has been resolved. Nothing said or disclosed,
nor any document produced, in the course of any negotiations, conferences and discussions in
connection with efforts to settle a Dispute that is not otherwise independently discoverable shall
be offered or received as evidence or used for impeachment or for any other purpose in any suit,
but shall be considered as to have been disclosed for settlement purposes.

Section 1.2 Non-binding Mediation.

(c) If any Dispute has not been resolved for any reason after fifteen (15) days
have elapsed from the receipt by a Party of a Dispute Notice, such Dispute may, on the written
request (a “Mediation Request”) of a Party thereof, be referred to non-binding mediation pursuant
to the Commercial Mediation Rules (the “Rules”) of the AAA then in effect. The Parties shall
attempt to agree on a mediator for a period of fifteen (15) days following a Party’s receipt of a
Mediation Request. If the Parties fail timely to agree on a mediator, any Party may request that
the AAA appoint a mediator.

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 (d) If a Dispute is not resolved for any reason within sixty (60) days of receipt
of the Mediation Request, any Party thereto may bring suit on the Dispute in accordance with
Section 10.09 of the Agreement.

36