Pursuant to the indenture governing the 10% Convertible Promissory Notes due 2021, Bloom Energy is required to use 50% of the net proceeds from this offering to offer to redeem the 10% Convertible Promissory Notes due 2021. Because holders can convert the 10% Convertible Promissory Notes due 2021 prior to the redemption date or can decline to have such notes redeemed in connection with such redemption offer, Bloom Energy may not use the entire amount of approximately $96.6 million to redeem the 10% Convertible Promissory Notes due 2021, in which case Bloom Energy will use any additional proceeds for other business purposes as noted above. In addition, Bloom Energy intends to allocate an amount equal to the net proceeds to refinance or finance, in whole or in part, new or on-going renewable projects that meet the "Eligibility Criteria" (as defined in the offering disclosure in respect of the notes).