Documents Checklist - Free Solar

Documents prepared by Polaron Solartech Corp.

Polaron Proposal
Cash Deals & Free Solar- Applicant-Declaration-Natural-Person
Free Solar- FINAL Solar Equipment Leasing Installation and Management Agreement
Free Solar- Free Solar Contract
LDC Inquiry Authorization Letter
Building Permit Authorization Letter

LDC Application Form (If the LDC is one of following)

Powerstream (Brampton Area - Form D)
Toronto Hydro
Hydro One Connection Form + EFT Form
Bluewater power
Erie Thames Power
Essex Powerlines
Kitchener Hydro
Milton Hydro
Waterloo North Hydro
St Thomas Energy
Niagara on the Lake Hydro
Canadian Niagara Power

Documents prepared by Customer

Hydro Bill (LDC, Name and Account Number should be included)

Copy of Photo ID
Two photos of Meter (Distant and close one of meter)
Deposit Cheque ( Prepayment Option Only)

120 Adelaide Street West, Suite 1600

Toronto, Ontario M5H 1T1
T 416-967-7474
F 416-967-1947
www.ieso.ca

microFIT PRESCRIBED FORM: Applicant Declaration (Natural Person)

OPARP/f-mFIT3-005Ar3

If you are an Applicant under the microFIT Program and your Application is being prepared or submitted by a representative, agent or other
party acting on your behalf, you must review the declarations set out below and include a signed copy of this Applicant Declaration with your
Application.
Where more than one Eligible Participant is listed as an Applicant, each Eligible Participant must submit a separate Applicant Declaration.
I,

, hereby declare that:

1.

I am the Applicant set out in the Application.

2.

I hereby authorize my representative,

to submit my Application and to act on my behalf with respect to the microFIT Program. I may revoke this authorization at any
time by providing written notice to the Independent Electricity System Operator (IESO).

3.

I have been provided with the username and password to access the My microFIT Home Page associated with my Application.
I acknowledge and agree that I am responsible for retaining and protecting my username and password.

4.

I have received and reviewed a copy of the Website Terms of Use available on the My microFIT Home Page associated
with my Application, and I agree to be bound by such Website Terms of Use.

5.

I have received, reviewed and understood Version 3.2 of the microFIT Rules and microFIT Contract.

6.

I have reviewed the contents of my Application and I declare that the information contained in or submitted with or as part
of my Application, including, without limitation, the declarations provided therein, is true, complete and accurate in all
respects.

7.

I am responsible for providing valid contact information for the purpose of correspondence related to the microFIT
Program, monitoring emails from the IESO and regularly checking my My microFIT Home Page for updates and notices.

8.

I understand and acknowledge that my representative may receive all notices and communications pertaining to my
participation in the microFIT Program, including, notices and communications relating to my Application and any
microFIT Contract.

9.

I acknowledge and agree that, other than my agreement to amend or assign a microFIT Contract, the IESO may consult and
discuss my Application and any microFIT Contract with my representative and may rely on the instructions, requests and
decisions of such representative. I further acknowledge and agree that such acts of my representative shall be binding on me
as to all matters pertaining to my Application and any microFIT Contract, other than and not including the power or authority
to amend or assign my microFIT Contract.

10.

I acknowledge and agree that I remain liable to the IESO for all representations, warranties, obligations, covenants
and liabilities under my Application and any microFIT Contract arising from my Application.

11.

I acknowledge the collection, use and disclosure/sharing of information as set out in Section 6.2 of the microFIT Rules, and
I consent to such collection, use and disclosure/sharing of information as described in Section 6.2 of the microFIT Rules.

All capitalized terms not herein defined shall have the meanings ascribed to them in the microFIT Rules, Version 3.2 Contract.
I make these declarations in support of my Application under the microFIT Program and for no other or improper purpose.
I have read and understood the declarations on the Applicant Declaration microFIT Prescribed Form.
Name
January 1, 2015

Signature
Date

Page 1 of 1

120 Adelaide Street West, Suite 1600

Toronto, Ontario M5H 1T1
T 416-967-7474
F 416-967-1947
www.ieso.ca

microFIT PRESCRIBED FORM: Applicant Declaration (Natural Person)

OPARP/f-mFIT3-005Ar3

If you are an Applicant under the microFIT Program and your Application is being prepared or submitted by a representative, agent
or other party acting on your behalf, you must review the declarations set out below and include a signed copy of this Applicant Declaration
with your Application.
Where more than one Eligible Participant is listed as an Applicant, each Eligible Participant must submit a separate Applicant Declaration.
I,

, hereby declare that:

1.

I am the Applicant set out in the Application.

2.

I hereby authorize my representative,

to submit my Application and to act on my behalf with respect to the microFIT Program. I may revoke this authorization at any
time by providing written notice to the Independent Electricity System Operator (IESO).

3.

I have been provided with the username and password to access the My microFIT Home Page associated with my Application.
I acknowledge and agree that I am responsible for retaining and protecting my username and password.

4.

I have received and reviewed a copy of the Website Terms of Use available on the My microFIT Home Page associated
with my Application, and I agree to be bound by such Website Terms of Use.

5.

I have received, reviewed and understood Version 3.2 of the microFIT Rules and microFIT Contract.

6.

I have reviewed the contents of my Application and I declare that the information contained in or submitted with or as part
of my Application, including, without limitation, the declarations provided therein, is true, complete and accurate in all
respects.

7.

I am responsible for providing valid contact information for the purpose of correspondence related to the microFIT
Program, monitoring emails from the IESO and regularly checking my My microFIT Home Page for updates and notices.

8.

I understand and acknowledge that my representative may receive all notices and communications pertaining to my
participation in the microFIT Program, including, notices and communications relating to my Application and any
microFIT Contract.

9.

I acknowledge and agree that, other than my agreement to amend or assign a microFIT Contract, the IESO may consult and
discuss my Application and any microFIT Contract with my representative and may rely on the instructions, requests and
decisions of such representative. I further acknowledge and agree that such acts of my representative shall be binding on me
as to all matters pertaining to my Application and any microFIT Contract, other than and not including the power or authority
to amend or assign my microFIT Contract.

10.

I acknowledge and agree that I remain liable to the IESO for all representations, warranties, obligations, covenants
and liabilities under my Application and any microFIT Contract arising from my Application.

11.

I acknowledge the collection, use and disclosure/sharing of information as set out in Section 6.2 of the microFIT Rules, and
I consent to such collection, use and disclosure/sharing of information as described in Section 6.2 of the microFIT Rules.

All capitalized terms not herein defined shall have the meanings ascribed to them in the microFIT Rules, Version 3.2 Contract. I make these
declarations in support of my Application under the microFIT Program and for no other or improper purpose.
I have read and understood the declarations on the Applicant Declaration microFIT Prescribed Form.
Name
January 1, 2015

Signature
Date

Page 1 of 1

Customer ID:

EPC By:

V. 2015.7

Leasing Agreement Coversheet

Polaron Solartech Corp. ("Polaron") is located at 155 Shields Ct, Markham, Ontario L3R 9T5. Polaron is the EPC and management company for this rooftop solar equipment leasing,
installation and management agreement (this "Agreement"). This Agreement is made between all owners of the property stated below (collectively, "the Client") and LH Solar Inc.,
operating as Zeus Appollo Solar (referred to as "the Company"), located at 155 Shields Ct, Markham, Ontario L3R 9T5 and includes the attached Terms and Conditions. When there
is more than one person named below, the same terms refer to all named persons and all obligations of the persons named below under this Agreement shall be joint and
several. Polaron will be the representative of the Company in signing this Agreement and the Company and the Client may be referred to in this Agreement as "Party", or
collectively as "Parties".

Client Information:
FIRST NAME OF CLIENT

LAST NAME OF CLIENT

DOB: DD/MM/YY

FIRST NAME OF CLIENTS SPOUSE

LAST NAME OF CLIENTS SPOUSE

DOB: DD/MM/YY

PROPERTY ADDRESS

CITY/TOWN

PROVINCE

TELEPHONE NUMBER

EMAIL

POSTAL CODE

LDC INFO

LOCAL DISTRIBUTION COMPANY

LOCAL DISTRIBUTION COMPANY ACCOUNT NUMBER

LOCAL DISTRIBUTION COMPANY (LDC) ACCOUNT NAME (PRINT NAME AND MUST BE EXACTLY THE SAME SHOWS ON YOUR HYDRO BILL)

SYSTEM DETAILS
All installation and maintenance costs of the Solar Equipment will be covered by Company in accordance with the attached Terms and Conditions. The system size shall be
confirmed at the time of the installation of the Solar Equipment.

SYSTEM SIZE
ESTIMATED ANNUAL KILOWATT HOURS OF DIRECT SUN EXPOSURE
THERE ARE THREE PAYMENT OPTIONS AVAILABLE FOR THIS AGREEMENT. DETAILS FOR THE THREE OPTIONS ARE LISTED IN TERMS AND CONDITIONS.

PAYMENT OPTIONS
OPTION A: FREE SOLAR

CLIENT INITIALS: [

][

Under this option, the Client will make no payments to the Company and (subject to the attached Terms and Conditions) the Client will receive a one-time rebate in the amount
set out below (Box 1) (the "Rebate") and an option to select either: (A1) an annual equipment incentive paid yearly in the amount set out below for the entire term of this
Agreement (Box 2); or (A2) a lump sum payment equipment incentive in the amount set out below (Box 3) paid once at Year 10 & again at Year 20 of the term of this Agreement.
The Rebate is determined by the system size and the estimated annual kilowatt hours of direct sun exposure the Solar Equipment will receive. At the time of execution of this
Agreement, the Company will provide the estimated Rebate amount (Box 1), which will be finalized upon final inspection and confirmed below (Box 4). The Client understands
that the equipment incentives (Box 2 or Box 3, as applicable) are a fixed amount as set out below and the Rebate may be changed to any amount within the stated range to be
determined upon final inspection.
What you get: Rebate + $100 annual or $1,000 at Year 10 & Year 20 equipment incentive + entire solar panel system at the of the contract

Box 1

$
Estimated Rebate (CAD)

Box 2

Annual Equipment Incentive (CAD)

Box 3

Lump Sum Equipment Incentive (Year 10 &20)

By initialing above for Option A, both the client and Company agree to the terms listed above.

Box 4

$
Confirmed Rebate (CAD)

OPTION B: PREPAYMENT OPTION

CLIENT INITIALS: [

][

Under this option, the Client will make a one-time prepayment to the Company in the amount set out below (Box 5) at the time of the execution of this Agreement. Subject to
the attached Terms and Conditions, the Client will receive an equipment incentive paid yearly in the amount set out below (Box 6) for the entire term of this Agreement. The
one-time prepayment amount is determined by the prepayment option the Client chooses prior to the execution of this Agreement. The equipment incentive is calculated
based on the number of kilowatt hours of direct sun exposure the Solar Equipment will receive. At the time of execution of the Agreement, the Company will provide an
estimated equipment incentive amount which will be finalized upon installation of the Solar Equipment and confirmed below (Box 7). The Client understands that the estimated
equipment incentive amount may be changed to any amount within the stated range to be determined upon final inspection.

Box 5

Box 6

$
Pre-Payment (CAD)

Box 7

Estimated Annual Equipment Incentive (CAD)

Confirmed Annual Equipment Incentive (CAD)

By initialing above for Option B, both the client and Company agree to the terms listed above.

OPTION C: REVENUE SHARING OPTION

CLIENT INITIALS: [

][

Under this option, the Client will make no payments to the Company and (subject to the attached Terms and Conditions) the Client will receive an annual equipment incentive
at a fix percentage in the amount set out below (Box 8) of net revenue the Company received from LDC. The net revenue is determined by the annual sum of total paychecks
received from LDC minus the LDC fees on delivery.

Box 8:

12%
Percentage of revenue sharing (%)
By initialing above for Option C, both the client and Company agree to the terms listed above.

AGREEMENT
By signing this agreement, the Client(s) agree to participate in one of the options selected above, which are offered by Polaron (collectively, the "Free Solar Program"). The
Client(s) agree to participate in the microFIT program for the property stated above and listed in this Agreement. The Client(s) agree and understand that:
a.
b.
c.
d.
e.
f.

This Agreement is entered for the purpose of participating in the Free Solar Program managed by Polaron for a solar rooftop installation in compliance with the
microFIT program and the Client(s) hereby agree to participate in the Free Solar Program;
This Agreement does not guarantee the eligibility of the participation in the Free Solar Program;
Unless otherwise specifically stated, all amounts set out in this Agreement are estimates and are subject to change. The actual payments will be finalized and
provided to the Client(s) upon final inspection of the property;
All communication will be made to the contact information provided above;
The Client(s) has the ability to switch between Options A, B and C set out above; and
The Client(s) understands that they can cancel without notice within 10 days "cooling period" as per the Consumer Protection Act.

THIS AGREEMENT HAS BEEN MADE ON THIS

IN THE CITY OF

DAY OF

_, 20
, ONTARIO.

CLIENT Signature:

(PRINT NAME)

CLIENT Signature:

(PRINT NAME)

ENERGY CONSULTANT Signature:

POLARON SOLARTECH CORP. AUTHORIZING SIGNATURE:
Page 2 of2

V. 2015.7
TERMS AND CONDITIONS FOR ROOFTOP SOLAR EQUIPMENT
LEASING, INSTALLATION AND MANAGEMENT AGREEMENT
THIS AGREEMENT INCLUDES CERTAIN STATUTORY PROVISIONS PURSUANT TO THE CONSUMER PROTECTION ACT, 2002. PLEASE SEE
SCHEDULE III FOR A FULL DESCRIPTION.
FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as of the execution date of the
Agreement (the "Effective Date") as follows:
1.
OBJECT: This Agreement is entered into for the purposes of leasing,
installing, operating and maintaining in compliance with the Micro Feed-In Tariff
program rules (available at http://microfit.powerauthority.on.ca) ("MFIT") a solar
photovoltaic electricity generating system and all of its components, including,
without limitations, solar panels, mounting substrates or supports, wiring and
connections, power inverters, service equipment, electricity metering equipment
and interconnections (collectively, the "Solar Equipment"). Subject to the terms
and conditions hereof, Owner hereby agrees to (a) lease the Solar Equipment from
Company and (b) retain the services of Company, during the Term, to, inter alia,
obtain and manage the Micro FIT contract ("MFIT Contract") to be entered into
by Owner and the Ontario Power Authority or its agents ("OPA") in respect of the
Property and the connection agreement to be entered by Owner with the LDC (the
"Connection Agreement") and supply and install the Solar Equipment on the
rooftop of the house located on the Property (the "Rooftop").
2.
ACCESS RIGHTS: Owner hereby also grants to Company, during
the Term, a non-exclusive right-of-way over the Property (including the Rooftop),
to the extent required by Company for the purposes of accessing, installing,
maintaining and inspecting the Solar Equipment (the "Access Rights"). Owner
hereby consents to the installation of the Solar Equipment on the Rooftop by
Company, its employees and contractors, including, without limitation the
interconnections with the LDC. Company and its employees, agents or contractors
shall have the right to access the Property at all times and without notice for a
visual inspection of the Solar Equipment and Property without access to the roof,
provided that: (a) if access to the roof is required for the installation, inspection or
maintenance of the Solar Equipment, Company shall have the right to access the
Rooftop between 7:00 am and 8:00 pm every day upon at least twelve (12) hours
prior telephone notice; and (b) if access to the Property is required to conduct
electrical work, Company shall have the right to access the Property upon at least
twenty-four (24) hours prior telephone notice or written notice delivered in person
or by email. Company shall have the right to access the Property on twenty-four
(24) hours a day, seven (7) days a week for emergency purposes, as reasonably
determined by Company at its sole discretion. Company shall make a good faith
attempt to notify Owner in advance if that is reasonably practicable in the
circumstances. Within twenty-four (24) hours after such an emergency access,
Company shall provide Owner with an explanation of the nature of the emergency.
All such emergency work shall be diligently conducted, as reasonable in the
circumstances.

thereafter whenever the funds become available until the end of the Term, Owner
shall pay to Company equipment leasing fees equal to 100% of the revenue
received by Owner under the MFIT Contract. To that end, Owner hereby
expressly permits and allows Company to withdraw all funds received from the
LDC in the Generator Account during the Term and agrees that it shall not make
any withdrawals from the Generator Account during the Term.
OPTION C (REVENUE SHARING): Subject to the terms and conditions hereof,
commencing as of the Connection Date and thereafter whenever the funds become
available until the end of the Term, Owner shall pay Company equipment leasing
fees equal to 100% of the revenue received by Owner under the MFIT Contract
(the "Option C Revenue"). To that end, Owner hereby expressly permits and
allows Company to withdraw 100% of all funds received from the LDC in the
Generator Account during the Term and agrees that it shall not make any
withdraws from the Generator Account during the Term.
Owner confirms that it has chosen the option indicated on the cover sheet of this
Agreement and noted below:
OPTION: #
5.

INITIALS: [X

] [X

EQUIPMENT INCENTIVES:

OPTION A (FREE SOLAR): Subject to the terms and conditions of this

Agreement, Company hereby agrees to pay Owner a one-time rebate in the amount
set out on the cover sheet of this Agreement, ten percent (10%) of which shall be
payable to Owner on the day that the Solar Equipment is installed and ninety
percent (90%) of which shall be payable to Owner on the Connection Date.
In addition to the rebate, the Owner is entitled to choose either one of the
following equipment incentives:
SUBOPTION A1: Company shall pay to Owner an additional incentive of an
annual amount equal to One Hundred ($100) Dollars commencing on the second
(2nd) occurrence of December 15th following the Connection Date and thereafter
on each anniversary of such date during the Term (for certainty there will be
nineteen (19) payments in total).
OR

3.
TERM: This Agreement shall be effective as of the Effective Date
until the expiry of the term of the MFIT Contract unless terminated earlier in SUBOPTION A2: Company shall pay to Owner two (2) additional lump sum
accordance with the provisions of this Agreement. This Agreement shall not be incentives, each in an amount equal to One Thousand ($1,000) Dollars, payable on
the tenth (10th) and twentieth (20th) occurrence of December 15th following the
automatically renewed at the expiration of the Term.
Connection Date. In the event that the ownership of the Property is transferred
before the tenth (10th) occurrence of December 15th following the Connection Date
4.
EQUIPMENT LEASING FEES:
and provided that the provisions of Section 16 of this Agreement are complied
OPTION A (FREE SOLAR): Subject to the terms and conditions hereof, with, the first One Thousand ($1,000) Dollars incentive payment will be paid by
commencing as of the Connection Date and thereafter whenever the funds become Company to the newly assigned lawful owner of the property, as an assignment
available until the end of the Term, Owner shall pay Company equipment leasing fee, on the date that the title of the Property is transferred to the new owner, but for
th
th
fees equal to 100% of the revenue received by Owner under the MFIT Contract. certainty will not be paid again on the tenth (10 ) occurrence of December 15 .
th
th
To that end, Owner hereby expressly permits and allows Company to withdraw all On the twentieth (20 ) occurrence of December 15 following the Connection
funds received from the LDC in the Generator Account during the Term and Date, the then current lawful owner of the Property shall receive the second
agrees that it shall not make any withdrawals from the Generator Account during additional One Thousand ($1,000) Dollars incentive. In the event that the
th
the Term. For the purposes of this Agreement, "Connection Date" means the later ownership of the Property is transferred again before the twentieth (20 )
th
occurrence
of
December
15
following
the
Connection
Date
and
provided
that
the
of (i) the date the Solar Equipment is installed on the Rooftop, is physically
connected to the local distribution company's electricity distribution system provisions of Section 16 of this Agreement are again complied with, the second
("Distribution System"), is fully functional for the purposes hereof with suitable One Thousand ($1,000) Dollars incentive payment will be paid by Company to the
metering configurations appropriate for the calculation of the generation payments secondly assigned lawful owner of the Property, as an assignment fee, on the date
under the MFIT Contract and has received all requisite approvals of the Ontario the title of the Property is transferred to the new owner, but for certainty will not
th
th
Electrical Safety, Authority; and (ii) the date the OPA issues an Application be paid again on the twentieth (20 ) occurrence of December 15 or in connection
with any other transfer of the Property.
Approval Notice to Owner in respect of the Solar Equipment.
OPTION B (PREPAYMENT OPTION): Subject to the terms and conditions
hereof, at the time of the execution of this Agreement by Owner, Owner shall pay OPTION B (PREPAYMENT OPTION): Subject to the terms and conditions of
Company a payment in the amount set out on the cover sheet of this Agreement this Agreement, Company hereby agrees to pay Owner an equipment incentive in
(the "Pre-paid Fees"), $1,500 of which shall be payable to Company on the day an annual amount equal to the amount set out on the cover sheet of this Agreement
st
th
that this Agreement is signed and the remaining amount of which shall be payable commencing on the first (1 ) occurrence of December 15 following the
to Company on the date that the Solar Equipment is installed. In addition to the Connection Date and thereafter on each anniversary of such date during the Term.
Pre-paid Fees, commencing as of the Connection Date (as defined above) and

-2OPTION C (REVENUE SHARING): Subject to the terms and conditions of this

Agreement, Company hereby acknowledges that Owner is entitled to retain twelve
(12%) per cent of the Option C Revenue as an equipment incentive commencing
on the first (1st) occurrence of December 15th following the Connection Date and
thereafter on each anniversary of such date during the Term. Company also
acknowledges that Owner is entitled to the ownership of the equipment, as well as
100% of the revenue, commencing on the twenty-first (21st) occurrence of the
Connection Date.
Owner acknowledges that it shall receive the equipment incentive in the amount
set out on the cover sheet of this Agreement, if any, and noted below:
OPTION:#

INITIALS: [X

] [X

6.
REPRESENTATIONS AND WARRANTIES OF OWNER: Owner
represents and warrants the following: (a) it has the right, power and authority to
enter into and perform its obligations under this Agreement and has taken all
requisite action to approve the execution, delivery and performance of this
Agreement, and this Agreement constitutes a legal, valid and binding obligation of
Owner; (b) it is the registered owner of the Property and the sole beneficial owner
of the area upon which the Rooftop is situated and is entitled to grant the rights
under this Agreement to Company; and (c) it does not have and has not previously
applied for a MFIT Contract.
7.
REPRESENTATIONS AND WARRANTIES OF COMPANY:
Company represents and warrants the following: (a) it has the right, power and
authority to enter into and perform its obligations under this Agreement and has
taken all requisite action to approve execution, delivery and performance of this
Agreement, and this Agreement constitutes a legal, valid and binding obligation of
Company; (b) the activities of Company as contemplated hereby are conducted, to
its knowledge, in compliance with applicable laws; and (c) the installation of the
Solar Equipment on the Rooftop shall be made diligently in compliance with
applicable building code and electrical safety standards.
8.
RESPONSIBILITIES OF COMPANY: During the Term and
subject to the terms and conditions hereof, Company shall provide the following
goods and services necessary to design, install and operate the Solar Equipment:
(a) Company will review the Property to confirm roof loading requirements and
capabilities and will complete a resource analysis to determine estimated annual
output and provide a final system layout and electrical design, including singleline diagrams, racking design, ballast requirements and electrical interconnections
and final location; (b) Company will assist Owner in obtaining the MFIT Contract,
the Connection Agreement and any required permits; (c) Company will comply
with all permits and licenses required by applicable governmental authorities in
connection with the delivery and installation of the Solar Equipment; (d) Company
will procure, construct and install the Solar Equipment and will configure and test
the Solar Equipment and facilitate its electrification and connection to the
electrical grid; and (e) Company will manage the operation and maintenance of the
Solar Equipment during the Term by conducting annual inspections of, and
maintaining and cleaning as necessary, the Solar Equipment.
9.
CONDITIONS AND EXCLUSIONS: The following conditions,
exceptions and exclusions shall apply to Company's obligations under Section 8
above: (a) Company shall carry out an independent analysis and testing of the
structural integrity of the Rooftop at its own costs; (b) Company's design for the
Solar Equipment assumes that the AC interconnection will be done at 240v (AC)
into the Property's existing electrical system at the existing meter; (c) this
Agreement shall not include any provisions for utility system upgrades, such as
LDC requirements beyond standard installation processes, or for revenue grade
meter or costs of connection to the electrical grid; (d) Company shall not be
responsible for the structural integrity or improvement of the Rooftop and/or the
existing roof structure/surface; and (e) Company is not the manufacturer of the
Solar Equipment and is not making any warranty or guarantee in respect of the
condition or performance of the Solar Equipment but Company shall process any
manufacturing related warranty claims by dealing with the manufacturer of the
Solar Equipment during the Term. The equipment leasing fees indicated herein
assume that the Rooftop can support the additional, non-uniform weight load of
the Solar Equipment. Owner shall be responsible for preparing the Rooftop and
other applicable portions of the Property required for the Solar Equipment, subject
to further comments, recommendations and approvals by Company. Any
additional structural work required shall be Owner's responsibility. In addition to
any other rights afforded to Company under this Agreement, if the Solar
Equipment is disconnected from the Distribution System for any reason, Company
may terminate this Agreement by providing written notice thereof to Owner.

10.
RESPONSIBILITIES OF OWNER: During the Term, Owner shall:
(a) not withdraw or transfer any amounts from the Generator Account, suspend or
close the Generator Account or allow a lien or security interest to be registered
against the Generator Account or the Solar Equipment; (b) not move, clean, paint,
cover, walk on, touch, modify, disconnect, remove, wash, nor initiate, conduct nor
allow or consent to any other activities whatsoever that may damage, impair or
otherwise adversely affect the Solar Equipment, its installation, operation or
maintenance or the Access Rights without the prior written consent of Company;
(c) notify Company of any defect, damage or malfunction of the Solar Equipment
that Owner becomes aware of, but Owner shall not have a duty to inspect the Solar
Equipment; (d) not allow any third party to touch or access the Solar Equipment or
to work on the roof within one (1) meter of the Solar Equipment of the Property
without Company's prior written consent which consent may be based upon
Company supervising such work at the reasonable cost of Owner; (e) notify
Company in advance and ensure that Company is present on the Property, if
required by Company, if: (i) Owner or any other third party requires or intends to
access or traverse over the Property within one (1) meter of the Solar Equipment;
or (ii) electrical or other work needs to be done on the main electrical entrance of
the Property, its connection to the electricity distribution system or its electricity
metering system; (f) not cover, paint, spray, wash nor cause or permit any other
interference with the Solar Equipment's performance in any way whatsoever,
including without limitation by limiting the exposure to sunlight available to the
Solar Equipment in any manner whatsoever, as such access exists as of the
Effective Date; (g) not construct or erect nor permit to be constructed or erected on
the Property any buildings, improvements or other structures or things nor shall it
expand or alter or permit to be expanded or altered the existing building, building
systems, antennas, signage, improvements or any other structures or things
whatsoever or grow or permit to be grown any trees or plants, that may impede, or
adversely impact Company's operation of the Solar Equipment, or cause a decrease
in the output or efficiency of the Solar Equipment or adversely impact its ability to
generate electricity from the Solar Equipment including, without limitation,
blocking or in any way reducing of sunlight for any solar panels; (h) not to grant
any leases, licenses, covenants, restrictions, conditions, easements, rights of way,
tenancies, rights of occupation or other rights or otherwise suffer or permit any
person during the Term to use any portion of the Property for any use or purpose
that could directly or indirectly interfere with or adversely impact the Solar
Equipment or cause a decrease in the output or efficiency of the Solar Equipment
or otherwise interfere with Company's use of the Solar Equipment; (i) not
disconnect, suspend or interfere with the communication network established
between the Solar Equipment and Company's communication center and permit
Company to connect a monitoring system to Owner's router and make use of one
related power outlet to permit Company to use Owner's Internet in connection with
Company's monitoring of the Solar Equipment; and (j) prior to entering into any
lease, sublease, mortgage, charge and any renewal of the foregoing, or any
encumbrance, or other agreement granting rights to a third party for any part of the
Property, give notice of this Agreement to the prospective lessee, mortgagee,
charge, encumbrance, or third party, as applicable, and obtain from such party a
covenant to abide by the terms and restrictions set out in this Agreement, in a form
satisfactory to Company, acting reasonably.
11.
DISCONNECTION, REMOVAL OR REPLACEMENT OF THE
SOLAR EQUIPMENT: (a) If Company, acting reasonably, requires that the
Solar Equipment be temporarily disconnected from the Distribution System,
repaired or removed from the Rooftop during the Term for any reason whatsoever,
Company shall be responsible for all associated costs of repair, removal and
reinstallation unless (i) Owner is in breach of this Agreement or (ii) such work is
required because of damages caused to the Property through no fault of Company.
(b) Company shall repair at its own cost, as the case may be, any material
damages caused by Company to the Property during installation, disconnection,
removal or replacement of the Solar Equipment. (c) If the repair, disconnection or
removal of the Solar Equipment is required because of damages caused to the
Property through no fault of Company, the costs of repair, removal and
reinstallation of the Solar Equipment shall be borne by Owner. Owner shall also
pay to Company an amount equal to the Daily Adjustment Amount (as defined
below) for each day during which the Solar Equipment shall remain, disconnected
from the Distribution System because of damages caused to the Property through
no fault of Company. (d) If Owner requires the temporary disconnection or
removes the Solar Equipment for any reason whatsoever, including because of
work on the Property unrelated to the Solar Equipment, Owner shall (i) give
Company fifteen (15) Business Days notice of its intent to disconnect or remove
the Solar Equipment with reasonable explanation of the circumstances concerning
such disconnection or removal; (ii) ensure that the Solar Equipment be
disconnected, removed and replaced only by Company; (iii) pay all the costs of
removal, reinstallation and damage to the Solar Equipment, including replacement
costs thereof; and (iv) pay to Company, in addition to other amounts set forth in
this Section 11, an amount equal to the Daily Adjustment Amount for each day

-3during which the Solar Equipment is not connected to the Distribution System due to
this temporary disconnection or removal and if temporary disconnection or
removal is longer than five (5) Business Days Owner acknowledges and agrees
that any incentives due to Owner under this Agreement shall abate for the period of
disconnection. If the Solar Equipment is not reconnected to the Distribution
System within sixty (60) days of its disconnection through no fault of Company
pursuant to this paragraph (d) or paragraph (b) above, Company shall have the
right to (i) terminate this Agreement without notice or (ii) subject to the MFIT
Contract, require that the Solar Equipment be installed at an alternate location on
the Property that provides the same sun exposure, the alternate location being
subject to the mutual approval of Company and Owner, acting reasonably, and the
parties shall enter into an amending agreement amending the terms of this
Agreement to reflect the change in location of the Solar Equipment. Owner shall
not unreasonably withhold, delay or condition such approval, and once such
approval is secured, the obligations of the Parties shall remain as set forth in this
Agreement. Owner shall be responsible for all associated cost of reinstallation on
the alternate location. For the purposes hereof, "Business Day" means any day
other than Saturday, Sunday and statutory holidays in the Province of Ontario. (e)
While otherwise complying with subsection (d) above, Owner, at its sole cost,
shall have the right to replace the roof of the Property one time during the Term
and shall not be required to pay the amounts set out under subsections (d)(iii) and
(iv) above, provided that Owner utilizes the services of roofing contractors
prequalified by Company for such roof replacement and provided such roof
replacement will be completed in accordance with industry standards and will be
performed under 5 days or less.

written notice to Company of Owner's election to purchase the Solar Equipment on

the date set out in such notice (the "Early Transfer Date"). On the Early Transfer
Date Company shall deliver to Owner a general conveyance of the Solar
Equipment and an acknowledgement of the termination of this Agreement and
Owner shall pay to Company its reasonable costs and the Early Purchase Price
calculated as follows: For Option A (Free Solar) use the following formula: ($3.8
* W * P) * (1 + HST); For Option B (Investment Option) use the following
formula: ($3.5*W Pre-paid Fees)*P*(1+ HST); For Option C (Revenue
Sharing) use the following formula: ($3.5*W *P)*(1+ HST), where W is the
aggregate nameplate capacity of the Solar Equipment in watts (DC), P is the
percentage from the table below and HST is the Harmonized Sales Tax in effect on
the date hereof.
Year 1
100%
Year 6
79%
Year 11
56%
Year 16
30%

Year 2
96%
Year 7
75%
Year 12
51%
Year 17
24%

Year 3
92%
Year 8
71%
Year 13
46%
Year 18
18%

Year 4
88%
Year 9
66%
Year 14
41%
Year 19
12%

Year 5
84%
Year 10
61%
Year 15
36%
Year 20
6%

For example, the Early Purchase Price for a 10 kW system in fifth (5th) year of the
Term under Option A (Free Solar) and assuming HST is 13% would be ($3.8 *
10,000 * 84%) x. 1.13 = $36,069.60) and the Early Purchase Price for Option B
(Prepayment Option) under the same scenario would be reduced by the amount of
12.
DAILY ADJUSTMENT AMOUNTS: Owner acknowledges and Pre-paid Fees in accordance with the Option B (Prepayment Option) formula.
agrees that, during the Term, it shall, as the case may be: (a) for each day that, as a
GRANT OF SECURITY INTEREST AND TRANSFER OF
result of a material breach by Owner of Section 10(b), (d) (f) or (g) through no 16.
fault of Company, the metered electricity output of the Solar Equipment in OWNERSHIP OF THE PROPERTY: Owner hereby grants Company a first
kilowatt-hours (KWh) is equal to 50% or less of the daily average metered ranking security interest in the Solar Equipment and the Generator Account as
electricity output of the Solar Equipment in KWh for the most recent period from collateral security for the amounts owing by Owner under this Agreement.
May to August in any calendar year during the term or if such period has not yet Company shall be entitled to register its security interests against Owner under the
occurred the daily average metered electricity output in KWh of five other Solar Personal Property Security Act and Owner hereby consents to such registrations.
Equipments of similar size owned by Company and located in Ontario ("Daily Company shall also be entitled to register a notice of this Agreement on Owner's
Average"), pay to Company the Daily Adjustment Amount; (b) for each day title to the Property and Owner hereby consents to such registration. Unless
during which the Solar Equipment is not connected to the Distribution System due to prohibited by law, Owner waives any rights to receive a copy of such registrations
temporary disconnection or removal pursuant to Section 11(c) or Section 11(d), pay and appoints Company as Owner's lawful attorney for doing and agrees to execute
to Company the Daily Adjustment Amount. "Daily Adjustment Amount" shall any further documentation Company reasonably requires to give effect to said
mean $0.384 multiplied by the total metered electricity output of the Solar registrations. Additionally, Owner shall, if the Property is transferred, assigned or
Equipment in KWh for the preceding 365 days, or however long the Solar otherwise disposed of during the Term of this Agreement: (a) give Company
Equipment has been functional if less than 365 days, divided by 365 days, or as the written notice no later than five (5) business days following the acceptance by
case may be by such lower number of days during which the Solar Equipment has Owner of an offer to purchase the Property identifying the transferee and the
proposed date of transfer, or receipt by Owner of any notice by any creditor or
been functional, and multiplied by 1.5.
competent authority to seize or otherwise sell the Property; (b) obtain an
acknowledgement of this Agreement by the transferee in the form of the
13.
OWNERSHIP OF THE SOLAR EQUIPMENT:
Owner
acknowledges and agrees that, during the Term: (a) notwithstanding that the Solar acknowledgement agreement attached hereto as Schedule II; (c) do all things
Equipment is physically affixed to the Property, it is deemed not to be a fixture of necessary to enable such transferee to succeed to Owner's interest in this
Agreement, including facilitating the transferee's signature on all such directions
the Property and Owner has no ownership interest in the Solar Equipment; (b)
and assignments of the MFIT Contract, the Connection Agreement and the
Owner has no right in or to and shall not hold itself out as having the right to and
shall not sell, lease, assign, mortgage, pledge or otherwise alienate or encumber Generator Account; and (d) provide the transferee with a copy of this Agreement
the Solar Equipment; and (c) title to the Solar Equipment and all improvements upon legal transfer of the ownership of the Property.
placed on the Property by Company shall be held and owned by Company. Further
INSURANCE: Company shall, during the Term, maintain, at its
Owner acknowledges and agrees that Company may at its sole discretion allow a 17.
security interest be placed over the Solar Equipment and/or pledge its rights to expense, standard insurance coverage with respect to general commercial liability
covering Company and its employees, representatives, agents or contractors for
the Generator Account without Owner's consent.
bodily injury or death of any person or damage to the Property, with a minimum
14.
PRIOR ENCUMBRANCES: If, as at the Effective Date, the Property coverage of $2,000,000. Owner shall maintain insurance on the Property
is subject to any lease, sublease, mortgage, charge, encumbrance, or other sufficient to insure the Property, including insurance against any physical loss or
agreement granting rights to a third party for any part of the Property, then, damage to the Solar Equipment and will obtain and maintain public liability and
concurrently with the delivery of this Agreement, Owner shall obtain from such third party property insurance. If available at a reasonable cost through the
party a covenant to abide by the terms and restrictions set out in this Agreement, in a Owner's insurer or the Company insurer (and for certainty such reasonable amount
shall be less than Forty ($40) annually), the Owner shall obtain an endorsement
form satisfactory to Company, acting reasonably.
naming the Company as an additional insured which shall insure the full
15.
TRANSFER OF OWNERSHIP OF THE SOLAR EQUIPMENT: replacement value of the Solar Equipment (which at minimum shall cover the
Upon expiration of the Term, provided Owner is not in breach of this Agreement, Early Purchase Price as set out in Section 15 hereof, acknowledging that the Early
Purchase Price shall vary annually). Provided that Owner is able to obtain an
the ownership of the Solar Equipment shall be deemed to transfer to Owner, free
endorsement specifically insuring the Solar Equipment as set out in this Section,
and clear from any lien or monetary encumbrance, in exchange for purchase price
consideration in the amount of One Dollar ($1.00) payable at the time of the Company agrees to reimburse Owner for increased insurance premiums of up to
transfer. Company shall take such actions as may be required to evidence the Forty ($40) Dollars annually provided Company receives from Owner proof of
transfer to Owner of fee title ownership of the Solar Equipment and all such insurance policy and evidence of increased insurance premiums. Any
improvements placed by Company on the Property. Owner shall have the right to applicable insurance reimbursement shall be paid to Owner once annually at the
purchase the Solar Equipment at any time during the Term, and to terminate this time of payment of equipment incentives in accordance with Section 5 above,
Agreement, upon payment of the "Early Purchase Price" as hereinafter set out, provided that satisfactory evidence of insurance is provided by Owner to Company
plus reasonable costs (including legal costs) of Company in connection therewith. before December 1st of each applicable year.
To exercise its right to purchase the Solar Equipment, Owner shall provide 30 days

-418.
INDEMNIFICATION: Company and Owner (each, in such case, an
"Indemnifying Party") shall indemnify, defend and hold harmless the other Party
(each, in such case, an "Indemnified Party") from and against any and all
damages, losses, liabilities, third party claims, suits, expenses and costs, including
reasonable legal fees, including, but not limited to, those arising, directly or
indirectly, out of property damages and personal and bodily injury to the extent
caused by the Indemnifying Party's (a) material breach of any obligation,
representation or warranty contained herein; and/or (b) gross negligence or willful
misconduct. Unless the loss or damage has been caused by Company or any of its
representatives, Owner shall be liable for any loss or damage to the Solar
Equipment from any cause whatsoever, whether or not insured.
19.
LIMITATION OF LIABILITY: In the event of a breach of any
provision of this Agreement for which an express remedy or measure or damages
are provided for, the rights of the non-defaulting party and the liability of the
defaulting party shall be limited as set forth in this Agreement, as the sole and
exclusive, full, agreed-upon, liquidated damages, and all other damages or
remedies are hereby waived. If no remedy or measure of damages is expressly
provided, or if such remedy is not exclusive, the non-defaulting party shall have
the right to exercise all rights and remedies available to it at law or in equity,
provided, however, that the liability of the defaulting party shall be limited to
direct, actual damages only and all other damages and remedies are hereby
waived. Except as otherwise provided for in this Agreement, in no event shall
either party be liable to the other party for consequential, incidental, punitive or
exemplary damages, lost profits or business interruption damages, by statute, in
tort, contract or otherwise. In addition, to the extent permitted by applicable law,
in no event shall Company be liable for any damages in excess of the proceeds
received by Company under its $2,000,000 general liability insurance in respect of
any damages. In no event shall Company be liable for any claim by Owner for any
loss or limitation of warranty on the roof of the Property or any part thereof
resulting directly or indirectly from the fastening or attachment of the Solar
Equipment or any related equipment to the roof except as a result of Company's
negligence.
20.
DISCLAIMER: Company makes no representations or warranties
whatsoever other than those expressly contained herein, and in particular makes no
representations or warranties (a) during the Term as to the tax implications of
receiving payments pursuant to this Agreement or the effect the installation of the
Solar Equipment may have on the esthetic or economic value of the Property, and
(b) after the Term as to the value of the Solar Equipment, its performance and its
profitability, or the possibility or cost of modifying the Solar Equipment in any
particular way, including to provide electricity to the Property directly rather than
to the electricity distribution system. Upon expiry of the Term or in accordance
with Section 15 with respect to an Early Transfer Date, the Solar Equipment will
be transferred to Owner on an "as is" and "where is" basis, without any warranties
whatsoever, and Company hereby expressly disclaims any and all warranties
concerning the Solar Equipment, whether express, implied or statutory, including,
without limitation, any warranty of quality, merchantability, fitness for a particular
purpose, or non-infringement, or any warranty that may arise from course of
dealing, course of performance, or usage of trade. Notwithstanding the foregoing,
upon a transfer of Solar Equipment in accordance with this Agreement, Company
shall assign to Owner any manufacturer's warranties that may still be in effect in
respect of the Solar Equipment. Owner has had an opportunity to consult with
appropriate professional advisers in connection with this Agreement, including any
matters mentioned in this Section 20.

rules applicable to the solar equipment or the business of Company are amended
or enacted by authorities of a competent jurisdiction such that it is no longer
possible or commercially reasonable for Company to proceed with the installation,
operation and/or maintenance of Solar Equipment on the Property; or (B)
notwithstanding the contractual provisions provided in the MFIT Contract entered
into in respect of the Property, the price for electricity payable pursuant to such
MFIT Contract is unexpectedly and unilaterally reduced during the Term by the
OPA without the parties' consent; (ii) without notice, at Company's sole discretion,
if Owner is in breach of any representation or warranty set forth herein or fails to
perform any material obligation set forth herein and such breach or failure is not
cured within twenty (20) days after notice from Company, provided, however, that
the cure period shall be extended according to Section 21(a) if Owner is prevented
from taking curative action solely by Force Majeure and if Owner had begun
curative action and was proceeding diligently, using commercially reasonable
efforts, to complete such curative action; and (iii) prior to the installation of the
Solar Equipment, upon notice, if, in the sole discretion of Company, Owner does
not receive a MFIT Contract, the Solar Equipment cannot be connected to the local
distribution system or the arrangements hereunder are otherwise not commercially
viable for Company. (c) Removal. In the event of a termination pursuant to
Section 21(b), if the installation of the Solar Equipment was not completed by
Company at the time of such termination, Company shall remove the Solar
Equipment from the Rooftop and repair, as the case may be, any material damages
caused by Company to the Rooftop at its own costs. (d) Liquidated Damages. In
the event of a termination pursuant to Section 11(d) or Section 21(b)(ii) above,
Owner shall pay to Company, as liquidated damages, an amount equal to the Daily
Adjustment Amount multiplied by the number of days remaining to the Term. In
the event of a termination of this Agreement prior to the Connection Date the
following provisions shall apply: (i) subject to any rights Owner may have in
accordance with Schedule III hereto, if this Agreement is terminated due to default
of Owner after the ten (10) days cancellation period and prior to the OPA
approval, Owner shall pay to Company, as liquidated damages, Two Thousand
($2,000) Dollars; and (ii) if this Agreement is terminated due to default of Owner
anytime during the period after the OPA approval and prior to the delivery of Solar
Equipment, Owner shall pay to Company as liquidated damages, Five Thousand
($5,000) Dollars; and (iii) if this Agreement is terminated due to default of Owner
after the delivery of Solar Equipment, Owner shall be required to purchase the
Solar Equipment at the Early Purchase Price for Year 1 and any Pre-paid Fees
shall be credited in favour of Owner.
22.
DAMAGE TO BUILDING: If the Property suffers substantial
damage so that the Solar Equipment is no longer operable by reason of such
damage, loss of power or lack of access or so that the electricity generated by the
Solar Equipment cannot be delivered to the designated connection point then all
equipment leasing fees and any applicable Solar Equipment incentives shall abate
until the Property is restored. If the Property cannot be restored or electricity
cannot be delivered to the designated connection point within one hundred and
twenty (120) days after the date the damage occurred then at the option of
Company this Agreement may be deemed to be terminated as of the date such
damage occurred.

23.
EXPROPRIATION: If the whole or any part of the Property is taken
by expropriation during the Term, then (a) if the expropriation does not prevent or
materially affect the use and operation of the Solar Equipment as determined by
Company, acting reasonably, this Agreement shall continue in effect as to that
portion of the Property as remains unaffected; or (b) if the expropriation prevents
or materially impairs the operation of the Solar Equipment as determined by
Company, acting reasonably, Company will have the right to terminate this
21.
TERMINATION AND OTHER REMEDIES: (a) Force Majeure.
Agreement effective the date of the expropriation and the parties shall be entitled
No Party will be deemed to be in default of this Agreement to the extent that the to share in the expropriation award on the basis of the value of their respective
performance of its obligations or attempts to cure any breach are delayed or interests and rights.
prevented by reason of any act of God, war, fire, theft, vandalism, natural disaster,
acts of terrorism, accident, act of government, any action by any governmental 24.
GENERAL: (a) Set-Off. Company shall be entitled at any time,
authority which prevents or prohibits the Parties from carrying out their respective without notice, to deduct, set-off, consolidate and to apply any amounts due by
obligations under this Agreement provided such cause was beyond the reasonable Owner to Company hereunder (including any Daily Adjustment Amounts) against
control of such Party and any other cause beyond the reasonable control of such any amounts owed by Company to Owner hereunder, whether or not due and
Party ("Force Majeure"), if the Party affected gives prompt notice of any such payable and whether or not Company has made demand therefor. (b) Assignment.
event to the other Party. The Parties shall use reasonable efforts to eliminate or Company may, in its sole discretion, assign in whole or in part its rights or benefits
minimize the effect of such events upon performance of their respective duties under this Agreement. Owner may only assign all of its right, title and interest in
under this Agreement. In the event of such a Force Majeure event, the time for this Agreement to a purchaser of the fee simple in the Property at the time thereof
performance or cure will be extended for the period equal to the duration of such and otherwise in accordance with the terms hereof. This Agreement shall be
Force Majeure event but not in excess of twelve (12) months. Following the binding upon and shall ensure to the benefit of the successors and permitted assigns
thirteenth (13) anniversary of the Connection Date, either party may terminate this of the Parties hereof. (c) Notice. Any notice, payment or other communication
Agreement without liability upon notice to the other party if a situation of Force required or permitted under this Agreement shall be in writing, shall be delivered
Majeure continues for a period in excess of 12 months. (b) Termination by personally, including delivery by courier, or by certified mail, return receipt
Company or Adjustments to Generation Payments. Company may terminate requested, postage prepaid, or by facsimile, or by electronic mail and shall be
this Agreement: (i) upon ten (10) business days notice, at Company's sole deemed given and received upon actual delivery or, if mailed by certified mail,
discretion, if (A) the MFIT program rules or other applicable laws, regulations or three (3) days after deposit in the mail, or upon transmission by facsimile with

-5confirmed answerback or upon transmission by email upon confirmed delivery to

the intended recipient, addressed as follows: (i) if to Owner, at the municipal
address of the Property, or the following email:
and
(ii) if to Company, at the address provided above, to the attention of President.
(d) Appointment. Owner hereby appoints Company its sole agent with full
power and authority to obtain an MFIT Contract with the OPA and a Connection
Agreement with the local distribution company and to manage the MFIT Contract
and connection agreement and any additional agreements or modifications related
thereto for and on behalf of Owner. This appointment shall survive, and shall not
terminate upon, death, incapacity, insolvency or bankruptcy of Owner, and it
extends to bind the heirs, executors, administrators, successors and assigns of
Owner. Owner hereby waives any and all defences that may be available to
contest, negate or disaffirm the actions of Company taken in good faith as agent of
Owner as described herein. (e) Direction. Owner acknowledges that it will enter
into the Connection Agreement with the local distribution company ("LDC") that
it will settle with pursuant to the terms of the MFIT Contract in respect of
electricity delivered to designated connection point by the Solar Equipment.
Owner shall direct the LDC to deposit all amounts payable to it under the MFIT
Contract to an account (the "Generator Account") in the name of Owner by
executing an delivering to LDC the form of direction set out in Schedule I (the
"Direction"). Owner acknowledges that the Generator Account shall be a joint
account of Owner and Company. If for any reason the LDC pays any revenue that
should be paid to the Generator Account directly to Owner, Owner shall receive
such funds in trust and shall deposit such funds to the Generator Account within
two (2) Business Days of receipt thereof. Owner shall immediately notify
Company of such payment and shall instruct the LDC to pay all amounts owing
pursuant to the MFIT Contract exclusively to the Generator Account. (f)
Company Remedies. If Owner rescinds the Direction, breaches its obligations set
out in Section 10 or amends or rescinds or terminates the MFIT Contract or the
Connection Agreement without the prior written approval of Company, or fails to
obtain from any subsequent purchaser of the Property a replacement Direction
prior to selling the Property, any such action or failure shall be a default under the
Agreement which entitles Company to exercise any and all remedies available to
it, including, without limitation, (i) commencing an action for recovery of all
damages suffered by Company as a result of the default, including recovery of all
revenues Company would have received in relation to the MFIT Contract for the
balance of the entire 20 year term with interest accruing at 15%; (ii) seeking an
injunction or order for specific performance; (iii) enforcing payment by Owner, as
liquidated damages and not as a penalty, of a sum equal to the Daily Adjustment
Amount plus accrued interest of 15% for the balance of the Term, which
represents a reasonable estimate of the losses Company may reasonably be
anticipated to suffer as a result of such default; (iv) immediately entering onto the
Property for the purposes of removing the Solar Equipment; (v) setting off against
any amount due or to become due to Owner under the Agreement all liquidated
damages payable hereunder and any other amounts due from Owner to Company;
and (vi) pursuing any other remedy available under the Agreement or now or
hereafter existing at law or in equity or otherwise. (g) Lien Upon Default by
Owner. Owner acknowledges that upon the occurrence of any default by it,
Company will be granted an immediate lien over all of the assets of Owner to
secure payment to Company of any damages or any other amount owing to it by
Owner. Owner consents to the registration by Company of a financing statement
or any other instrument against Owner in favour of Company in respect of any
such lien. (h) Severability. Should any clause, obligation or undertaking set out
in this Agreement, or the enforceability thereof against any person whomsoever or
event whatsoever, be to any extent ruled null or unenforceable by a court of
competent jurisdiction, the rest of this Agreement or the enforceability of its
clauses, obligations or undertakings by or against persons or events other than
those that were ruled null and unenforceable shall in no way be affected by this
nullity or unenforceability, and each clause, obligation or undertaking in this
Agreement shall remain separate, valid and enforceable to the fullest extent

permitted by law. (i) Waiver. No waiver of any breach (whether actual or

anticipated) of any of the terms, conditions, representations or warranties
contained herein shall take effect or be binding unless the waiver is expressed in
writing and any waiver so given shall extend only to the particular breach so
waived and shall not limit or affect any rights with respect to any other or future
breach. (j) Confidentiality. Owner hereby acknowledges the confidential nature
of the information contained herein and, as the case may be, of such other
information disclosed by Company to Owner and identified as being confidential
and that such information relates to Company's competitive environment, and
undertakes during the Term and for two years thereafter to refrain from disclosing
said information or any information, details, specifications or matters relating to
the Solar Equipment or Company's business model to third parties, except to
mortgage creditor, potential buyers, banks, professional real estate appraisers,
auditors and accountants or other consultants having a reasonable need to know
the said information. Owner acknowledges that disclosure of any confidential
information regarding Company or the Solar Equipment in contravention of this
Section may cause significant harm to Company and that remedies at law may be
inadequate to protect against a breach of this Section. Accordingly, Owner agrees
that Company shall be entitled, in addition to any other relief available to it, to the
granting of injunctive relief without proof of actual damages or the requirement to
establish the inadequacy of any of the other remedies available to it. Owner
covenants not to assert any defence in proceedings regarding the granting of an
injunction or specific performance based on the availability to Company of any
other remedy. The provisions of this paragraph (j) shall survive the termination of
this Agreement. (k) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the Province of Ontario, without regard
to the province's conflict of law provisions, and each of the parties hereto
irrevocably agrees to submit to the exclusive jurisdiction of the courts of such
province for and in connection with any proceedings relating to this Agreement. (l)
Schedules and Entire Agreement. This Agreement together with the schedules
attached to it contains the entire understanding between the parties relative to the
subject matter hereof, and supersedes all prior and collateral communications,
understandings and agreements. No modification to any provision hereof shall be
binding unless in writing and signed by authorized representatives of both parties.
If any provision of this Agreement shall be or become unenforceable, the provision
shall be severed and the remainder of this Agreement shall remain in full force and
effect. (m) Execution. This Agreement may be executed by the parties in
separate counterparts, in facsimile or email form, each of which, when so executed
and delivered, shall be deemed to constitute an original, but all of which together
shall constitute one and the same agreement. The delivery by facsimile or email of
signed copies of this Agreement shall constitute and be deemed to be delivery of
the original signatures of the parties. (n) Owner Information. Owner hereby
authorizes Company to collect and transmit it to the OPA, the city building and
planning department and the local electricity distribution company all information
required pursuant to the MFIT Contract, including without limitation, the name of
Owner, the address of the Property, the account number for the supply of
electricity to the Property with the local electricity distribution company, property
drawings, and Owner's contact information (the "Owner Information"). Owner
also hereby authorizes the use of Owner Information: (i) by Company and anyone
acting on behalf of Company, (A) for permitting purposes as well as the right to
drawings and disclosed information from the city building and planning
department (B) for the administration and execution of its agreement with Owner
and of the MFIT agreement Owner may enter into with the OPA in respect of the
Property and the Connection Agreement and related account to be entered into
with the distribution company, (C) as may be reasonably required for the
installation, maintenance and operation of the Solar Equipment, including to make
connection arrangements with the local electricity distributor, and (D) in any
manner reasonably incidental to the purposes in clauses (A), (B) and (C) above;
and (ii) by the OPA in accordance with its privacy policy, available at
http://www.powerauthority.on.ca/Page.asp?PagelD=325.

-2SCHEDULE I
DIRECTION
TO: [

] ("Local Distribution Company") Copy to: [

LH SOLAR INC.

RE: MICRO-FIT CONTRACT REFERENCE NO.: OPA CONTACT # [

] ("Company")
] (the "MFIT Contract")

Whereas Owner has appointed Company its agent to obtain and manage the MFIT Contract and Connection Agreement related to
it, supplying and installing the solar equipment, including solar panels, mounting substrates or supports, wiring and connections,
power inverters, service equipment, electricity metering equipment and interconnections, and has authorized Company to provide
owner information to the addressees in connection with the MFIT Contract;
The owner hereby directs all generation payments due and payable to the Company under the MFIT Contract be
delivered to the following address:
Name:

LH SOLAR INC.

Company Address: 155 Shields court, Markham, ON L3R 9T5

Account Number:

106-620-8

Tranist:

03172

Financial Institution:

Bank Information: Royal Bank of Canada, Steeles & Silver Star Branch,
4751 Steeles Ave E., Toronto, ON, M1V 4S5

or otherwise as Company may direct in writing.

Owner hereby agrees that this direction may not be withdrawn without the prior written consent of Company.
Dated the

day of

X
Signature of Client 1

Name (printed):

Address:

Generator Account No.:

X_
Signature of Clie nt 2

Name (printed):

003

SCHEDULE II
FORM OF AGREEMENT TO BE BOUND
THIS AGREEMENT dated as of
,
(the "Effective Date") is made by and between:
(the "Vendor") and
(the "New Owner") and [LH Solar Inc.]
("Company"), a corporation duly incorporated under the laws of Canada having its head office at [ADDRESS].
RECITALS:
A.
By an equipment leasing, installation and management agreement dated
,
(the "Original
Agreement"), Company leased to Vendor certain solar equipment as described in the Original Agreement located on
the Vendor's property (the "Property"), for and during a term of twenty (20) years and six (6) months commencing on
the Effective Date (the "Term"), for the purposes of installing, operating and maintaining a solar photovoltaic
electricity generating system and all of its components as further described in the Original Agreement.
B.
The Original Agreement contains a covenant on the part of the Vendor stating that when the Property is transferred,
assigned or otherwise disposed of during the Term, the Vendor must obtain, upon legal transfer of ownership of the
Property, an acknowledgement of the Original Agreement by the New Owner in the form of this agreement.
C.
All capitalized terms and expressions used in this agreement and not otherwise defined have the same meaning as they
have in the Original Agreement.
In consideration of the mutual promises and obligations set forth in this agreement, the sum of $2,00 and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties agree to be subject to the following terms and
conditions:
1. ACKNOWLEDGEMENT AND AGREEMENT: The New Owner hereby acknowledges and agrees to be bound
by, as of and from the Effective Date, and for the unexpired residue of the Term, the Original Agreement and all
benefits and advantages to be derived from it to have and to hold the Original Agreement, subject to the
observance and performance of the covenants and conditions of Owner contained in the Original Agreement.
2. VENDOR'S COVENANTS: The Vendor covenants and agrees with the New Owner that: (a) despite any act of the
Vendor, the Original Agreement is good, valid and subsisting and the covenants and conditions in the Original
Agreement have been duly observed and performed by the Vendor and Company up to the Effective Date; (b) the
Vendor has good right, full power and absolute authority to assign the Property and the Original Agreement as
provided in this agreement; and (c) contemporaneously with the assignment of the Property and the Original
Agreement, the Vendor is assigning to the New Owner all of the Vendor's right, title and interest in and to MFIT
Contract No.
between the Vendor and the Ontario Power Authority.
3. NEW OWNER'S COVENANTS: The New Owner covenants with the Vendor, and undertakes in favour of
Company, that it will, at all times during the balance of the Term of the Original Agreement observe and perform the
terms, covenants and conditions contained in the Original Agreement to be observed and performed by Owner,
including, without limitation, the provisions of the Original Agreement relating to the permitted use of the Property.
The New Owner acknowledges receipt of a copy of the executed Original Agreement and is familiar with the terms,
covenants and conditions contained in it.
4. CONFIRMATION: The parties in all other respects confirm that the Original Agreement is in full force and effect,
unchanged and unmodified except in accordance with this agreement. For the purposes of Section 24(c) of the Original
Agreement, the New Owner's email address and fax and phone numbers are as follows: email:
phone number:
5. GENERAL:
a. This agreement shall be binding on the Vendor and the New Owner, and each of their heirs, executors,
administrators and permitted successors and assigns, respectively.
b. This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario,
without regard to the province's conflict of law provisions, and each of the parties hereto irrevocably agrees
to submit to the exclusive jurisdiction of the courts of such province for and in connection with any
proceedings relating to this agreement.
c. This agreement may be executed by the parties in separate counterparts, in facsimile or email form, each of
which, when so executed and delivered, shall be deemed to constitute an original, but all of which together
shall constitute one and the same agreement. The delivery by facsimile or email of signed copies of this
agreement shall constitute and be deemed to be delivery of the original signatures of the parties.

The parties hereto have executed this agreement on the date indicated above.

Client Signature

(Print Name)

Client Signature

(Print Name)

-2SCHEDULE III
YOUR RIGHTS UNDER THE CONSUMER PROTECTION ACT, 2002
You may cancel this Agreement at any time during the period that ends ten (10) days after the day you receive a written copy of
the Agreement. You do not need to give the supplier a reason for cancelling during this 10-day period. If the supplier does not
make delivery within 30 days after the delivery date specified in this Agreement or if the supplier does not begin performance of
his, her or its obligations within 30 days after the commencement date specified in this Agreement, you may cancel this
Agreement at any time before delivery or commencement of performance. You lose the right to cancel if, after the 30-day period
has expired, you agree to accept delivery or authorize commencement of performance. If the delivery date or commencement
date is not specified in this Agreement and the supplier does not deliver or commence performance within 30 days after the date
this Agreement is entered into, you may cancel this Agreement at any time before delivery or commencement of performance.
You lose the right to cancel if, after the 30-day period has expired, you agree to accept delivery or authorize commencement of
performance. In addition, there are other grounds that allow you to cancel this Agreement. You may also have other rights,
duties and remedies at law. For more information, you may contact the Ministry of Consumer and Business Services.
To cancel this Agreement, you must give notice of cancellation to the supplier, at the address set out in the Agreement, by any
means that allows you to prove the date on which you gave notice. If no address is set out in the Agreement, use any address of
the supplier that is on record with the Government of Ontario or the Government of Canada or is known by you.
If you cancel this Agreement, the supplier has fifteen (15) days to refund any payment you have made and return to you ail goods
delivered under a trade-in arrangement (or refund an amount equal to the trade-in allowance). However, if you cancel this
Agreement after having solicited the goods or services from the supplier and having requested that delivery be made or
performance be commenced within ten (10) days after the date this Agreement is entered into, the supplier is entitled to
reasonable compensation for the goods and services that you received before the earlier of the 11th day after the date this
Agreement was entered into and the date on which you gave notice of cancellation to the supplier, except goods that can be
repossessed by or returned to the supplier. O. Reg. 17/05, s. 35 (2).
If the supplier requests in writing repossession of any goods that came into your possession under the Agreement, you must
return the goods to the supplier's address, or allow one of the following persons to repossess the goods at your address: (i) The
supplier. (ii) A person designated in writing by the supplier.
If you cancel this Agreement, you must take reasonable care of any goods that came into your possession under the Agreement
until one of the following happens: (i) The supplier repossesses the goods. (ii) The supplier has been given a reasonable
opportunity to repossess the goods and twenty-one (21) days have passed since the Agreement was cancelled. (iii) You return the
goods. (iv) The supplier directs you in writing to destroy the goods and you do so in accordance with the supplier's instructions.
O. Reg. 17/05, s. 35 (3).

155 Shields Ct, Markham, Ontario L3R 9T5

647-557-1207
www.polaronsolar.com

LDC Inquiry Authorization Letter

Customer Name

Address

Date

LDC

Address

To whom it may concern,

I,
, hereby authorize Polaron Solartch Corp. to act on my
behalf in all manners relating to LDC pre-fit capacity inquiry, LDC connection
application and municipal building permit application. Any and all acts carried out
by Polaron Solartech on my behalf shall have the same effect as acts of our own.

This authorization is valid until further written notice.

Sincerely,

Customer Name

Letter of Authorization

Date:
To whom it may concern:
Property Address:

I am the owner, as defined in the current Building Regulation Bylaw, of the above referenced property
and hereby authorize:
Representative/Contact:
Please print

Tel. No.:

Cell No.:

Fax No.:

E-mail:
Please check
where applicable.
To represent me in an application for:
Building Permit Application
Demolition Permit Application
Tree Permit Application
Land Use Application
Subtrade Permit
Ditch Crossing

Owner's Information
Name:
Please print

Address:

Tel. No.:

Cell No.:

E-mail:
Date:

Signature:

Fax No.: