SOLAR PHOTOVOLTAIC SYSTEM POWER PURCHASE AGREEMENT SUMMARY OF PPA PROVISIONS

SOLAR PHOTOVOLTAIC SYSTEM POWER PURCHASE AGREEMENT SUMMARY OF PPA PROVISIONS 1. SYSTEM OWNER: Banks Solar LLC ( System Owner ) 2. SYSTEM OWNER S ADDRESS: 94 Harvest Lane Williston, VT 05495 3. CUSTOMER: Town Of Williston ( Customer ) 4. CUSTOMER S ADDRESS: 7900 Williston Road Williston VT 05495 5. APPROXIMATE SOLAR OUTPUT: 260,000 kwh (See Exhibit A) 6. SERVICE TERM: The period commencing on the Service Commencement Date (as defined herein) as certified by System Owner. 7. INITIAL TERM: Twenty (20) years. 8. EXTENSION TERM: Subject to the negotiation and agreement of System Owner and Customer. 9. OUTPUT PURCHASE: 100% of the Energy Output during the Initial Term and Extension Terms. 10. SOLAR ELECTRICITY PRICE: See Exhibit A. Note the information above is meant as an information summary only. In the event of any conflict between this Summary of PPA Provisions above and the body of the PPA herein below, the provisions contained in the body of the PPA shall govern and control. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] DRAFT i

SOLAR PHOTOVOLTAIC SYSTEM POWER PURCHASE AGREEMENT This Solar Photovoltaic System Power Purchase Agreement ( Agreement ) is made and entered into as of [ ], 2014 ( Effective Date ), by and between Banks Solar, LLC, a Vermont Limited Liability Corporation ( System Owner ), and Town of Williston located at 7900 Williston Road, Williston, Vermont ( Customer ). Each of System Owner and Customer may be referred to herein as a Party and collectively, as the Parties. RECITALS WHEREAS, Customer owns and/or controls facilities located in Essex, Vermont, which use electricity (the Facility ) and Customer desires to increase its use of renewable energy for the Facility; WHEREAS, System Owner is willing to site, permit, design, install, own, operate and maintain one or more solar photovoltaic electric generating system(s) (the System ) on land acquired or controlled by the System Owner located within the service territory of Customer s Host Utility; WHEREAS, Customer will be a member of a Group in a Group Net Metering System such that Customer will receive a credit on its Host Utility account equal to the energy output (kwh) generated by the System for the Customer s Facility subject to this Agreement; WHEREAS, Customer shall pay 90% of the amount of the Net Metering Credit to System Owner, resulting in a savings for Customer of 10% on the value of the energy produced by the System; WHEREAS, the System will satisfy a portion of Customer s electricity requirements at the Facility, and System Owner desires to sell and Customer desires to purchase some or all of the electricity generated by the System and the total Capacity of the System or Systems shall be within the net metering limits set by the State of Vermont; WHEREAS, System Owner and Customer agree that System Owner will obtain and retain all Financial Incentives and Tax Benefits associated with the installation, ownership, operation and Output of the System. System Owner will retain all Environmental Credits associated with the ownership and operation of the system and as such the Customer cannot make any environmental claims regarding the Output of the system while this agreement is in effect unless System Owner notifies Customer otherwise; NOW, THEREFORE, in consideration of the agreements and covenants hereinafter set forth, the Parties hereby covenant and agree as follows: 1.1 Definitions ARTICLE I DEFINITIONS AND INTERPRETATION

Agreement means this Solar Photovoltaic System Power Purchase Agreement, as the same may be modified or amended from time to time in accordance with the provisions hereof. Capacity means electrical capacity that is dependent upon the availability and operation of the System, measured in kilowatts. Defaulting Party means the Party responsible for an uncured Event of Default Dispute means a dispute as defined in Section 12.1. Due Date means the due date that Customer must pay an invoice for Output as set forth in Section 6.6.1. Effective Date means the date of execution of this Agreement. Environmental Credits means any and all federal, state or local renewable energy or emissions credits, offsets, or green tags, whether related to any renewable portfolio standard, renewable energy purchase requirement, carbon cap or trade market, or otherwise, whether existing as of the Effective Date or effective thereafter, not including Utility issued Net Metering Credits. Event of Default means the events set forth in Section 9.1. Financial Incentives and Tax Benefits means any and all federal, state or local rebates, tax credits, energy production credits, or depreciation incentives related to any renewable portfolio standard or other renewable energy purchase requirement or otherwise, whether existing as of the Effective Date or effective thereafter and whether available to System Owner as producer of Output or available to Customer as the purchaser or user of Output. Force Majeure shall have the meaning set forth in Section 8.1. Force Majeure Event means the events of Force Majeure as set forth in Section 8.1. Generation Meter Bill means the bill from the Host Utility that shows the total value the Customer received from the System. Group shall mean one or more Host Utility customers who share the Output from a Group Net Metering System. Group Net Metering System means an agreement for one or more Host Utility customers to share the Output of a System which will appear as credits on the each customer(s) Host Utility bill pursuant to 30 V.S.A. 219a and 248. Host Utility means the electric distribution company serving or connected to the Customer and to the System. Late Fee means the late fee that System Owner may impose on Customer for payments not made by the Due Date pursuant to Section 6.7.

Lender or Lenders means, either in the singular or collectively, as applicable, the persons or entities lending money, extending credit or providing debt, equity or lease financing for or secured by the System and any trustee or agent acting on any such person or entity s behalf. Meter means the standard instrument(s) and equipment installed at the Site by System Owner as part of the System to be used to measure and record the Output. Net Metering Credit means the total economic benefit ascribed by the Host Utility associated with the production from the System. Non-Defaulting Party means the Party to whom the Defaulting Party is liable in accordance with the provisions of Article IX. Non-Delivery Period means the unexcused non-delivery of Output by System Owner as set forth in Section 9.1. Output means, and is limited to, the electricity produced by the System and delivered to Customer as a Net Metering Credit. Person means any natural person, partnership, trust, estate, association, corporation, limited liability company, governmental authority or agency or any other individual or entity. Facility means Customer s property described in the Recitals Services means the siting, permitting, design, installation and testing of the System and, upon successful completion of installation and testing, the operation, maintenance and repair of the System, by System Owner as necessary to produce and deliver Output to Customer in accordance with the terms and conditions of this Agreement. Service Commencement Date means the successful completion of the installation and testing of the System with notice to Customer that the System is ready to deliver Output. Service Term means the period commencing on the Service Commencement Date and continuing until the termination of this Agreement. Site means the land on which the System Owner will install the System Solar Electricity Price means the price specified in Exhibit A that Customer shall pay System Owner for the delivery of Output. System means all equipment and materials, including but not limited to photovoltaic arrays, Dual Axis Trackers, DC/AC inverters, wiring, data acquisition system, meters, tools, software, and any other property now or hereafter installed, owned, operated, or controlled by System Owner for the purpose of, or incidental or useful to, maintaining and modifying the use of the solar generation system and providing Output to Customer.

Term means the period of time that this Agreement shall be in effect as set forth in Article II. 1.2 Interpretation In this Agreement, unless the context requires otherwise, the singular includes the plural and the plural the singular, words importing any gender include the other gender; references to statutes, sections or regulations are to be construed as including all statutory or regulatory provisions consolidating, amending, replacing, succeeding or supplementing the statute, section or regulation referred to; the words including, includes and include shall be deemed to be followed by the words without limitation or but not limited to or words of similar import; references to articles, sections (or subdivisions of sections), exhibits, annexes or schedules are to those of this Agreement unless otherwise indicated; references to agreements and other contractual instruments shall be deemed to include all exhibits and appendices attached thereto and all subsequent amendments and other modifications to such instruments, and references to Persons include their respective successors and permitted assigns. 1.3 Service Contract The Parties intend that this Agreement be treated as a service contract within the meaning of Section 7701(e) of the Internal Revenue Code. ARTICLE II TERM 2.1 The Term of this Agreement shall commence on the Effective Date and shall terminate 20 years following the Service Commencement Date, unless terminated earlier in accordance with provisions of this Agreement. 2.2 Customer may request that System Owner agree to a renewal of the Agreement beyond the end of the Service Term. Any agreement to renew this Agreement shall be subject to negotiation and agreement between the Parties. 3.1 Preconstruction Conditions ARTICLE III PRECONSTRUCTION CONDITIONS If the Preconstruction Conditions set forth in this Article III are not satisfied or waived by System Owner and construction has not begun within three hundred and sixty five (365) days from the date of receipt of the Certificate of Public Good issued by the Public Service Board, this Agreement will terminate with neither Party having further obligations under this Agreement; provided however, that the Parties may agree to amend this Agreement to accommodate a revised timeline. 3.2 Receipt of all Necessary Construction and Other Permits

System Owner shall apply for and receive, at its own expense, all necessary permits and approvals required for construction, installation and start-up and operation of the System and formation of the Group. Such permits may include, but not limited to, the Certificate of Public Good, local building permits, electrical permits, and any permits or approvals pertaining to the Environmental Credits. Customer will provide reasonable cooperation and assistance to System Owner in obtaining all such permits and approvals, including executing all applicable applications, petitions and related documents as may be reasonably requested by System Owner in connection with such permits and approvals. 3.3 Funding and/or Financing System Owner shall have received binding commitments to fund and finance the System on terms that are acceptable to the System Owner at its sole discretion. 3.4 Project Siting System Owner shall have successfully secured the Site for the System that meets all the following criteria: a) is within the Customer s Host Utility s service area; b) can be either leased or purchased under terms that are acceptable to the System Owner in its sole discretion; c) is generally suitable for the System, including, but not limited to, having access to Host Utility infrastructure, meeting System Owner s requirements for construction and criteria for siting a System and receipt by System Owner of any and all leases, easements, rights-of-way, licenses, consents or other requirements that, in System Owner s sole discretion, are necessary to construct and operate System. ARTICLE IV ADDITIONAL COVENANTS 4.1 Ownership of System by System Owner Customer and System Owner (a) intend that the System shall at all times be the personal property of System Owner and (b) shall each take such actions as are reasonably required by the other Party to ensure that the System constitutes the personal property of System Owner. 4.2 Customer s On-going Ability to Perform During the Term of the Agreement and when requested by System Owner, Customer shall promptly provide reasonable evidence of creditworthiness and ability to pay amounts due under this Agreement. Customer shall remain a customer of the Host Utility in good standing at all times during the Term hereof, and shall not take any action to cause any Customer Meter to be disconnected or removed from the Host Utility s service without System Owner s prior written

consent. Customer shall pay its obligations to the Host Utility as the same become due and payable at all times during the Term. ARTICLE V ENVIRONMENTAL CREDITS AND SYSTEM ATTRIBUTES 5.1 System Attributes System Owner shall at all times during the Term of this Agreement own and retain exclusive rights to any and all attributes, products or economic benefits attributable to the System or to the production and delivery of Output, including financial incentives and tax benefits and those benefits attributable to the Environmental Credits. 5.2 Environmental Credits All Environmental Credits, whether available directly or indirectly, shall remain the property of System Owner for the Service Term and Customer cannot make any environmental claims regarding the project without the permission of the System Owner. In the event that Vermont adopts a program that allows the Environmental Credits to be sold within Vermont allowing the Customer to make environmental claims, System Owner agrees to sell Environmental Credits into such program. 5.3 Documentation At System Owner s request, Customer will complete any and all documentation required to substantiate the existence, nature, and/or quantity of Environmental Credits produced by the System, or required to validate System Owner s rights to and ownership of the Environmental Credits. ARTICLE VI PURCHASE AND SALE OF OUTPUT On and after the Service Commencement Date and through the end of the Service Term, System Owner shall deliver and sell to Customer all of the Output at the price and the terms and conditions set forth in Exhibit A of this Agreement. 6.1 Solar Electricity Price Beginning on the Service Commencement Date, the Solar Electricity Price paid by Customer for Output shall be as specified in Exhibit A. 6.2 Other Electricity Purchases 6.2.1 System to Reduce Other Electricity Purchases The Parties intend that the Output will reduce Customer s purchase of electricity from the Host Utility and acknowledge that the System is not expected to meet the entirety of Customer s

demand for electricity. To the extent that at any time the Output is insufficient to meet all of Customer s electricity demand, Customer will be responsible for purchasing electricity from such other sources. 6.2.2 Other Electricity Purchase Agreements Customer shall not enter any other Group Net Metering agreements that prevent the System Owner from carrying out this Agreement and the delivery of solar energy from up to 500kW of solar projects or the statutory limit to Net Metering. 6.3 Sale Only to Customer In no event shall System Owner sell, or be deemed to have sold, Output to any Person other than Customer. 6.4 Invoice and Payment Following the end of each calendar month, no later than 5 days after the Generation Meter Bill is received during the Service Term, System Owner shall prepare and provide Customer an invoice. Delays in the issuance of any such invoice shall not constitute any waiver of Customer s obligation to pay once Customer has actually received an invoice from System Owner, or System Owner s right to collect, any payment under any such invoice. 6.5 Payments Subject to its contest rights set forth below, Customer shall pay the full amount of each invoice on or before the twentieth (20 th ) day following issuance thereof ( Due Date ). All payments made by Customer under this Agreement shall be by electronic funds transfer pursuant to the instructions set forth in Exhibit B attached hereto, or by check payable to System Owner (unless otherwise directed in writing by System Owner) at the address for notices set forth in Section 18.3, as such instructions or address may be modified by System Owner by notice to Customer in writing. 6.6 Late Payment Fees If any part of a monthly payment is not made by Customer within twenty-five (25) days following the Due Date, Customer agrees to pay System Owner a late fee that shall accrue on the basis of one and one half percent (1.5%) per month (or such lower percentage as and if required by applicable law) on the amount of such late payment ( Late Fee ). 6.7 Contest Rights Customer shall notify System Owner in writing within fifteen (15) business days of issuance of the monthly invoice of any portion of the invoiced amount that it has a reasonable basis to dispute in accordance with Section 12.1 and the basis for such dispute. The contested portion of any invoiced amount shall not relieve Customer of its obligation to pay the uncontested portion of such invoice as set forth in Section 6.6.

6.8 Taxes System Owner is responsible for local, state and federal income taxes attributable to System Owner for income received under this Agreement and for any personal property taxes attributable to the System. 7.1 Customer Representations ARTICLE VII REPRESENTATIONS Customer makes the following representations and warranties to System Owner: 7.1.1 Customer is duly authorized and has the power to enter into this Agreement and perform its obligations hereunder. 7.1.2 Customer has all the rights required to enter into this Agreement and perform its obligations hereunder. 7.1.3 This Agreement is enforceable against Customer in accordance with its terms and does not conflict with or violate the terms of any other agreement to which Customer is a party. 7.1.4 Customer has no knowledge of any facts or circumstances that could materially adversely affect its ability to perform its obligations hereunder including its creditworthiness pursuant to Section 4.2. 7.1.5 The information provided to System Owner by Customer pursuant to this Agreement as of the Effective Date is true and accurate in all material respects. 7.1.6 Customer shall use its best efforts to satisfy all conditions precedent in Article III. 7.2 System Owner Representations System Owner makes the following representations and warranties to Customer: 7.2.1 System Owner is duly authorized and has the power to enter into this Agreement and perform its obligations hereunder. 7.2.2 System Owner has all the rights required to enter into this Agreement and perform its obligations hereunder. 7.2.3 This Agreement is enforceable against System Owner in accordance with its terms and does not conflict with or violate the terms of any other agreement to which System Owner is a party.

7.2.4 System Owner has no knowledge of any facts or circumstances that could materially adversely affect its ability to perform its obligations hereunder including its creditworthiness. 7.2.5 The information provided to Customer by System Owner pursuant to this Agreement as of the Effective Date is true and accurate in all material respects. 7.2.6 System Owner shall use its best efforts to satisfy all conditions precedent in Article 3. ARTICLE VIII FORCE MAJEURE 8.1 Definition of Force Majeure, Force Majeure Events Force Majeure means any circumstance not within the reasonable control, directly or indirectly, of the Party affected, but only if and to the extent that (a) such circumstance, despite the exercise of due diligence, cannot be or be caused to be prevented, avoided or removed by such Party, (b) such event is not due to such Party s negligence or intentional misconduct, (c) such event is not the result of any failure of such Party to perform any of its obligations under this Agreement, (d) such Party has taken all reasonable precautions, due care, and reasonable alternative measures to avoid the effect of such event and to mitigate the consequences thereof, and (e) such Party has given the other Party prompt notice describing such event, the effect thereof and the actions being taken to comply with this Agreement. Subject to the foregoing conditions, Force Majeure Events may include: strikes or other labor disputes, other than strikes or labor disputes solely by employees of the Party declaring the Force Majeure Event or as a result of such Party s failure to comply with a collective bargaining agreement; adverse weather conditions and other acts of nature; earthquakes; and riot or civil unrest; provided, that Force Majeure Events shall not include any inability to make any payments that are due hereunder or to any third party or to procure insurance required to be procured hereunder. 8.2 No Default Neither System Owner nor Customer shall be considered to be in default in the performance of its obligations under this Agreement to the extent that performance of any such obligation is prevented or delayed by a Force Majeure Event. Notwithstanding any provision herein to the contrary, Customer shall only be obligated to make payments for the Output actually delivered to the Customer under this Agreement for any period during which the System Owner experiences a Force Majeure Event. 8.3 Notice and Cure If a Party is prevented or delayed in the performance of any such obligation by a Force Majeure Event, then such Party shall immediately provide notice to the other Party of the circumstances preventing or delaying performance and the expected duration thereof. Such notice shall be confirmed in writing as soon as reasonably possible. The Party affected by a Force Majeure Event shall use commercially reasonable efforts to remove or repair the cause of

the Force Majeure Event and shall resume performance of its obligations as soon as reasonably practicable. 8.4 Termination for Force Majeure Either Party shall be entitled to terminate this Agreement upon ten (10) days prior written notice to the other Party if any Force Majeure Event affecting the other Party has been in existence for a period of forty-five (45) consecutive days or longer, unless such Force Majeure Event ceases prior to the expiration of such forty-five (45) day period. ARTICLE IX DEFAULT, REMEDIES AND LIMITATIONS, INDEMNITY, RELEASE AND DISCLAIMER 9.1 Default. Each Party (the Defaulting Party ) shall be liable to the other Party (the Non- Defaulting Party ) for the following Events of Default. 9.1.1 Failure to Perform or to Meet a Material Obligation (a) If, for a period of sixty (60) consecutive days during the Service Term following the Service Commencement Date ( Non-Delivery Period ), System Owner provides zero Output, unless System Owner s performance has been excused; provided that the Non-Delivery Period shall not include any period during which the System is not operating due to a Force Majeure Event or any period during which the Customer is in default hereunder or otherwise cannot accept delivery of Output, and such periods shall interrupt any calculation of consecutive days, and provided, further, that System Owner s failure to deliver Output following the Non- Delivery Period shall not be a default for so long as System Owner, at its option, pays to Customer on a monthly basis in arrears the positive difference, if any, between the Solar Electricity Price Customer would have paid for Output during the Non-Delivery Period and the rate for electricity service from Host Utility in effect at the time, until such time as System Owner restores deliveries of Output to Customer. (b) Customer s failure to pay an invoice following the Due Date, and such failure continues for a period of thirty (30) days after System Owner provides written notice of such nonpayment to Customer. (c) A Party s failure to perform fully any other material obligation under a provision of this Agreement including but not limited to those provisions explicitly set forth in this Section 9.2 and either (a) such failure continues for a period of thirty (30) business days after written notice of such nonperformance from the other Party or (b) if the nonperforming Party commences an action to cure such failure to perform within such thirty (30) business day period, and thereafter proceeds with all due diligence to cure such failure, but such failure is still not cured within thirty (30) days after the expiration of the initial thirty (30) business day period.

9.1.2 Material Misrepresentation Representations, warranties and other statements made by a Party that misrepresent a material fact as of the Effective Date or thereafter, and such misrepresentation has a material adverse effect on the other Party that is not cured within ten (10) business days from the earlier of (a) notice from the Party affected by the misrepresentation and (b) the discovery or determination by a Party of its misrepresentation; provided, that if the Party that has made the misrepresentation commences an action to cure such misrepresentation within such ten (10) business day period, and thereafter proceeds with all due diligence to cure such failure, the cure period shall extend for an additional thirty (30) days after the expiration of the initial ten (10) business day period. 9.1.3 Bankruptcy A Party (a) voluntarily or involuntarily files or has filed against it a bankruptcy or other similar petition, (b) enters into an assignment of its assets for the benefit of its creditors or (c) otherwise is unable to pay its debts as they become due. 9.2 Remedies. Upon the occurrence of, and during the continuation without cure of, an Event of Default, the Non-Defaulting Party shall have the option, but not the obligation, to terminate this Agreement in accordance with the following provisions, and the Defaulting Party shall be liable to the Non-Defaulting Party for damages for Default. 9.2.1 If a Customer Event of Default occurs, (a) System Owner shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Customer, and promptly following such termination, shall have the right to remove the Customer as a member of the Group Net Metering System, and (b) Customer shall be liable to System Owner for actual, direct damages. At all times following an Event of Default by the Customer until the termination of this Agreement, System Owner shall have the right, but not the obligation, to deliver the Output to the Customer, and the Customer shall be obligated to purchase and pay for such Output in accordance with this Agreement. 9.2.2 If a System Owner Event of Default occurs, then Customer shall have the right to terminate this Agreement upon thirty (30) days prior written notice to System Owner. Following such termination, Customer shall have the right to remove itself as a member of the Group Net Metering System within thirty (30) days after such termination. 9.2.3 Customer shall be liable to System Owner for any actual, direct damages, including but not limited to lost revenues for the sale of Output due to Customer Event of Default. 9.2.4 System Owner shall be liable to Customer for any actual, direct damages caused by a System Owner Event of Default.

9.2.5 Limitation of Liability While the Defaulting Party shall be liable to the Non-Defaulting Party for actual, direct damages caused by an Event of Default, neither Party shall be liable to the other Party for any special, indirect or consequential damages arising out of the performance or non-performance of this Agreement, whether caused by negligence, tort, strict liability, breach of contract, or breach of warranty. 9.2.6 Reservation of Rights Neither termination nor the exercise of any other right or remedy by a Non-Defaulting Party hereunder shall eliminate the Non-Defaulting Party s right to pursue any other remedy given under this Agreement now or hereafter existing at law, in equity or otherwise. 9.3 Mutual Hold Harmless The Parties hereto mutually agree that neither shall be liable to the other by way of indemnity or otherwise, for any and all actions, liabilities, claims, demands, damages or losses to third parties resulting from directly or indirectly out of the wrongful acts or omissions of either Party or their respective directors, officers, shareholders, partners, agents and employees. The foregoing, however shall not limit the other duties, obligations and liabilities of the parties as set forth in this Agreement. 9.4 Disclaimer of Warranties EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER (INCLUDING ANY SERVICES, GOODS, MATERIALS OR OTHER ITEMS SUPPLIED HEREUNDER), INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. 10.1 Assignment by Customer ARTICLE X ASSIGNMENT Customer shall not assign this Agreement without the consent of System Owner, such consent not to be unreasonably withheld. If Customer is no longer able to use the Output, and Customer identifies another entity that meets any and all selection criteria of the System Owner, in the System Owner s full discretion, Customer may request that the System Owner consent to the Assignment of this Agreement, such consent not to be unreasonably withheld. 10.2 Assignment by System Owner 10.2.1 System Owner may, with the prior written consent of Customer which consent shall not be unreasonably withheld, assign its interest in and be released from its obligations under this Agreement, as long as the assignee shall expressly

assume this Agreement and agrees to be bound by the terms and conditions hereof. 10.2.2 System Owner may, without the consent of Customer, (a) transfer or assign all or substantially all of its rights and obligations hereunder to an affiliate or successor or (b) collaterally assign to its Lender(s), in connection with a financing of the System, all or any part of System Owner s rights or obligations hereunder. Customer agrees to provide acknowledgements, consents, or certifications reasonably requested by System Owner s Lenders in conjunction with such financing. System Owner shall inform Customer of any such transfers or assignments. ARTICLE XI LENDER RIGHTS 11.1 Lender Cure Rights Upon System Owner Event of Default. Notwithstanding anything in this Agreement to the contrary, upon the occurrence of an Event of Default as to System Owner, or any event that with time or notice would constitute or be reasonably likely to result in an Event of Default: 11.1.1 The Lender, as collateral assignee, shall be entitled to exercise, in the place and stead of System Owner, any and all rights and remedies of System Owner under this Agreement in accordance with the terms of this Agreement. Lender shall also be entitled to exercise all rights and remedies of secured parties generally with respect to this Agreement and the System. 11.1.2 The Lender shall have the right, but not the obligation, to pay all sums due by System Owner under this Agreement and to perform any other act, duty or obligation required of System Owner there under or cause to be cured any Event of Default of System Owner there under in the time and manner provided by the terms of this Agreement. Lender will not be required, but will have the option, to cure any default or Event of Default of System Owner under this Agreement or to perform any act, duty or obligation of System Owner under this Agreement. 11.1.3 Upon Lender s exercise of remedies pursuant to any security interest in the System, including any sale of the System by the Lender, or any conveyance from System Owner to the Lender (or any assignee of the Lender) in lieu of Lender s exercise of its remedies, the Lender will give notice to Customer of the transferee or assignee of this Agreement. Any such exercise of remedies or conveyance shall not constitute an Event of Default under this Agreement. 11.1.4 In the event of any rejection or other termination of this Agreement under the United States Bankruptcy Code, at the request of the Lender made within one hundred twenty (120) days of such termination or rejection, Customer will enter into a new agreement with the Lender or its assignee having substantially the same terms and conditions as this Agreement.

11.1.5 If the Lender or its assignee, pursuant to an exercise of remedies by the Lender, shall acquire title to or control of System Owner s assets and shall, within the later of the time periods described in Section 9(c) or 30 days after such exercise of remedies, cure all defaults under this Agreement existing as of the date of such change in title or control in the manner required by this Agreement and which are capable of cure by a third person, then System Owner, Lender or its assignee shall no longer be in default under this Agreement, and this Agreement shall continue in full force and effect. 12.1 Disputes ARTICLE XII MISCELLANEOUS The Parties agree to attempt to resolve any dispute, controversy or claim (each, a Dispute ) arising out of or relating to this Agreement or any breach or alleged breach hereof through an informal process that shall be assigned to an executive officer of each Party. In the event such a process fails, each Party may seek appropriate relief in an appropriate forum. 12.2 Confidentiality 12.2.1 Notwithstanding anything to the contrary set forth herein or in any other agreement to which the Parties are parties or by which they are bound, the obligations of confidentiality contained herein and therein, as they relate to the transaction, shall not apply to the U.S. federal tax structure or U.S. federal tax treatment of the transaction, and each Party (and any employee, representative, or agent of any Party hereto) may disclose to any and all persons, without limitation of any kind, the U.S. federal tax structure and U.S. federal tax treatment of the transaction. The preceding sentence is intended to cause the transaction not to be treated as having been offered under conditions of confidentiality for purposes of Section 1.6011-4(b)(3) (or any successor provision) of the Treasury Regulations promulgated under Section 6011 of the Code and shall be construed in a manner consistent with such purpose. In addition, each Party acknowledges that it has no proprietary or exclusive rights to the tax structure of the transaction or any tax matter or tax idea related to the transaction. 12.3 Notices Any written notice, direction, instruction, request or other communication required or permitted under this Agreement shall be deemed to have been duly given on the date of receipt, and shall be delivered (a) personally to the Party to whom notice is to be given, (b) by electronic mail to the Party to whom notice is to be given (provided receiving Party issues an electronic mail receipt acknowledgment), (c) by a recognized overnight delivery service to the Party to whom notice is to be given, or (d) to the Party to whom notice is to be given, by first class registered or certified mail, return receipt requested, postage prepaid (with additional notice by

regular mail), and addressed to the addressee at the address stated opposite its name below, or at the most recent address specified by written notice given to the other Party in the manner provided in this Section 12.3. If to System Owner: 94 Harvest Lane Williston VT 05495 Attention: David Blittersdorf If to Customer: 7900 Williston Road Williston VT 05495 Attention : Rick McGuire 12.4 Applicable Law and Jurisdiction; Waiver 12.4.1 This Agreement is made and shall be interpreted and enforced in accordance with the laws of the State of Vermont, without regard to the choice of law rules thereof that would result in the application of the laws of any other jurisdiction. The Parties hereby consent and submit to the personal jurisdiction of the state and federal courts sitting in the State of Vermont. 12.4.2 EACH OF SYSTEM OWNER AND CUSTOMER HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. 12.5 Entire Agreement This Agreement and any documents expressly incorporated herein by reference shall constitute the entire Agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, representations, and statements, including any marketing materials and sales presentations whether oral or written. There are no agreements, understandings, or covenants between the Parties of any kind, expressed or implied, or otherwise, pertaining to the rights and obligations set forth herein that have not been set forth in this Agreement. 12.6 Amendments and Modifications No amendments or modifications of this Agreement shall be valid unless evidenced in writing and signed by duly authorized representatives of both Parties. 12.7 Invalidity

The invalidity or unenforceability, in whole or in part, of any portion or provision of this Agreement will not affect the validity and enforceability of any other portion or provision hereof. Any invalid or unenforceable portion or provision shall be deemed severed from this Agreement and the balance of this Agreement shall be construed and enforced as if this Agreement did not contain such invalid or unenforceable portion or provision. Notwithstanding the provisions of the preceding sentence, should any term or provision of this Agreement be found invalid or unenforceable, the Parties shall immediately renegotiate in good faith such term or provision of this Agreement to effectuate the same intent and to eliminate such invalidity or unenforceability. 12.8 Counterpart Execution This Agreement may be executed and delivered by the Parties in any number of counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 12.9 Neutral Interpretation The Parties acknowledge that this is a negotiated Agreement and, in the event of any dispute over its meaning or application, this Agreement shall be interpreted fairly and reasonably and neither more strongly for, nor more strongly against, either Party. 12.10 Headings Any headings or captions contained in this Agreement are for reference purposes only and are in no way to be construed to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof. 12.11 No Waiver No waiver of any of the terms and conditions of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given. The failure of a Party to insist, in any instance, on the strict performance of any of the terms and conditions hereof shall not be construed as a waiver of such Party s right in the future to insist on such strict performance. 12.12 Survival Any provisions that are necessary to give effect to the intent of the Parties hereunder after the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have each executed this Solar Photovoltaic System Power Purchase Agreement, as of the Effective Date. SYSTEM OWNER: By: Name: Title: CUSTOMER: By: Name: Title:

LIST OF EXHIBITS Exhibit A Exhibit B Solar Electricity Price Electronic Fund Transfer Instructions

Exhibit A Solar Electricity Price Customer shall receive the Net Metering Credit as a result of Customer s participation in the Group. Regardless of whether the Net Metering Credit increases or decreases over time, Customer shall pay to System Owner an amount equaling 90% of the Net Metering Credit. Approximate annual Output: 260,000 kwh Approximate annual Net Metering Credit ($$): 52,000

EXHIBIT B Electronic Funds Transfer Approval Please Attach a Voided Check, Deposit Ticket, or Other Documentation from Your Banking Institution Verifying Your Account Information Last Name First Name Bank Name Branch Location Branch Address Bank Routing Number Account Number Account Holder Name (As it appears on Account) Type of Account Checking Savings Please Read and Sign Below I authorize to instruct my financial institution to deduct my monthly Solar Electricity payments from the account designated above. I authorize my financial institution to debit the amount of my Solar Electricity payments from my designated account. This authorization shall remain in effect until the Agreement terminates. My notification must afford and my financial institution reasonable time to act on it. Signed: Date: