exhibit 10. 1 contribution, conveyance, assignment and assumption agreement this contribution, conveyance, assignment and assumption agreement, dated as of [ ● ], 2015 ( this “ agreement ” ), is entered into by and among first solar 8point3 holdings, llc, a delaware limited liability company ( “ fs holdings member ” ), maryland solar holdings, inc., a delaware corporation ( “ md solar holdings ” ), sunpower yc holdings, llc, a delaware limited liability company ( “ sp holdings member ” ), 8point3 energy partners lp, a delaware limited partnership ( the “ partnership ” ), and 8point3 operating company, llc, a delaware limited liability company ( “ operating company ” and together with fs holdings member and md solar holdings, each a “ party ” and collectively, the “ parties ” ). recitals whereas, first solar, inc., a delaware corporation ( “ first solar ” ), indirectly owns 100 % of the outstanding limited liability company interests of fs holdings member ; whereas, fs holdings member directly owns ( a ) 100 % of the limited liability company interests in fsam lost hills blackwell holdings, llc, a delaware limited liability company ( “ lost hills holdings ” ), ( b ) 100 % of the limited liability company interests in fsam ns holdings, llc, a delaware limited liability company ( “ north star holdings ” ) and ( c ) 100 % of the limited liability company interests in fsam sg2 holdings, llc, a delaware limited liability company ( “ sg2 holdings ” ) ; whereas, md solar holdings directly owns 100 % of the limited liability company interests in maryland solar llc, a delaware limited liability company ( “ maryland solar, ” and such interests, together with the interests in lost hills holdings, north star holdings and sg2 holdings, the “ fs contributed interests ” ) ; whereas, sunpower corporation, a delaware corporation ( “ sunpower ” ), indirectly owns 100 % of the outstanding limited liability company interests of sp holdings member ; whereas, sunpower indirectly owns 100 % of the outstanding limited liability company interests of the operating company ; whereas, sp holdings member indirectly owns ( a ) 100 % of the limited liability company interests in solar star california xiii, llc, a delaware limited liability company ( the “ quinto projectco ” ), ( b ) 100 % of the limited liability company interests in solar star california xxx, llc, a delaware limited liability company ( the “ macy ’