Subscription Fee and Savings Rate

Each month, you will receive Bill Credits on your electric utility bill based on the electricity generated by the Project. Your Subscription Fee, equal to 90% of the value of the Bill Credits you receive each month, will be automatically taken from the Bill Credits you receive on your utility bill.

After the Bill Credits are reduced by the Subscription Fee, you will receive a net savings equal to 10% of the Bill Credits you receive. You will not be charged any other fees.

Location: 126 Little Bow Road, Gouveneur, NY 13642

Initial Expected Percentage Allocation: 0.11% (7.25 kW), subject to adjustment by the Provider.

Generation allocated to customer: Once you have completed your enrollment process, your utility data will be analyzed to ensure a correct allocation. Your allocation may be up to 100% of your historic annual usage.

At any time, Provider shall have the right to make adjustments to your Percentage Allocation, which is the percentage of the Bill Credits allocable to you.

The term of the agreement is twenty (20) years and will commence on the date of the first utility bill displaying Bill Credits.

Following the twenty (20) year term, the agreement will be automatically extended on a yearly basis under the same terms unless you or the Provider elects to terminate the agreement.

Estimate of kWh generation received annually: Up to 100% of your current annual consumption.

Bill Credits generated from the Project will be applied to your utility bill based on the VDER Credit Rate. “VDER Credit Rate” is the monetary rate that your utility attributes to each kWh generated from the Project.

You are guaranteed to save 10% of the value of Bill Credits applied to your utility account each month. This contract does not guarantee a minimum level of system performance or production of energy.

Information such as your annual energy consumption and billing cycle will be requested on your behalf from your utility. This data will be used to appropriately allocate energy Bill Credits to your bill and communicate any errors to the utility for resolution.

Provider will restrict disclosure of identifiable information solely to employees, representatives, investors, and/or advisors with a need to know and will not disclose the information to third parties.

If you have inquiries or complaints that the Provider is unable to resolve, you have the right to call the Department of Public Service Helpline at 1-800-342-3377. You may file a complaint on the Helpline or by following the instructions at http://www.dps.ny.gov/complaints.html.

GENERAL TERMS AND CONDITIONS

• 1. Parties. This Community Solar Distributed Generation Subscription Agreement (“Agreement”) is entered into as of the “Effective Date” stated on the Disclosure Statement by and between GSPP 126 Little Bow Road S, LLC and its agents, successors, and assigns (the “CDG Provider” or “CDG Host”) and you, the “Subscriber” (individually, a “Party” and collectively, the “Parties”). CDG Host and the Authorized Designee shall operate and maintain a Project in the same Electric Utility’s service territory as Subscriber’s Service Address. The New York State Public Service Commission permits Subscribers to receive Bill Credits on their Electric Utility bill in consideration for receiving the Percentage Allocation of the Project. By signing the Disclosure Statement, Subscriber agrees to the terms and conditions below.
• 2. Definitions.
• a. “Agreement” means this Community Solar Distributed Generation Agreement;
• b. “Authorized Designee of the CDG Host” or “Authorized Designee” means ProjectEconomics, Inc. dba PowerMarket or any other agent the CDG Host may designate.
• c. “Bill Credits” means the monetary credits applied to the Subscriber’s Electric Utility account. Bill Credits are calculated by taking the percent allocation of the total kWh generation of the Project multiplied by the VDER Credit Rate on a per month basis for the Service Classification applicable to Subscriber.
• d. “Bill Period” means one (1) calendar month, commencing from COD;
• e. “CDG Host” or “CDG Provider” means the entity that owns or operates the Project;
• f. “CDG Program” means the New York State Community Distributed Generation program authorized by the New York State Public Service Commission’s July 17, 2015 Order Establishing a Community Distributed Generation Program and Making Other Findings (Case 15-E-0082), as amended and administered by the Electric Utility;
• g. “Commercial Operation Date” or “COD” means the date upon which the Project is authorized by the Electric Utility to generate and deliver electrical energy to the transmission system;
• h. “Disclosure Statement” means the standard customer disclosure statement that provides the material terms of the subscriber agreement;
• i. “Effective Date” means the date this Agreement was executed;
• j. “Electric Utility” means a utility in New York that provides Subscriber with electricity service;
• k. “Energy Attributes” means any and all direct, indirect, or derivative benefits or incentives of owning and/or operating the Project including but not limited to ancillary services, environmental attributes, renewable energy credits, green tags, green tag reporting rights, carbon offset credits, rebates, tax attributes, tax credits, depreciation, depreciation bonuses, cost recovery deductions, the NY-Sun Incentive Program, federal, state or local incentives, or any other attributes, benefits, or incentives of owning the Project of any kind.
• l. “Excess Generation” means the number of kWhs generated by the Project and supplied by the CDG Host to the Electric Utility during a given Bill Period that exceeds the number of kWhs supplied by the Electric Utility to the CDG Host during such Bill Period;
• m. “Force Majeure” means any event or circumstance beyond the reasonable control of CDG Host or the Authorized Designee and not resulting from CDG Host’s or the Authorized Designee’s negligence. n. “Kilowatt Allocation” means, prior to the Commercial Operation Date, the number of kWs of the Project Capacity allocated to Subscriber;
• o. “kW(s)” means one-thousand (1,000) watts of electrical power;

• p. “kWh(s)” means a measure of electrical energy equivalent to a power consumption of one (1) kW for one (1) hour;
• q. “Net Savings” means the remaining ten (10%) percent of the value of Bill Credits that will be applied to the Subscriber’s Electric Utility bill.
• r. “Percentage Allocation” means,
• i. prior to the Commercial Operation Date, the percentage of the Project Capacity allocated to Subscriber and calculated by finding the quotient of the Kilowatt Allocation and the Project Capacity; or
• ii. subsequent to the Commercial Operation Date, the percentage of the Project’s Excess Generation allocated to Subscriber and calculated by finding the quotient of the Excess Generation allocated to Subscriber for a given Bill Period and the total Excess Generation of such Bill Period;
• s. “Project” means the community solar project from which Subscriber receives the Percentage Allocation;
• t. “Project Capacity” means the nameplate capacity in kWs of the Project;
• u. “Renewal Term” is defined in Section 3;
• v. “Service Address” means the metered service address identified on the Disclosure Statement;
• w. “Service Classification” means the designation of an Electric Utility customer based on their customer type and demand regime;
• x. “Standby Service” means a Service Classification for customers who have on-site generation installed at their property;
• y. “Subscriber” means the person or entity identified on the Disclosure Statement as receiving the Percentage Allocation, and which is an electric service customer of the Electric Utility;
• z. “Subscriber’s Data” is defined in Section 4(e);
• aa. “Subscriber Eligibility Criteria” is defined in Section 4(c);
• bb. “Subscription Fee” means ninety percent (90%) of the value of Bill Credits in any given month taken automatically from the monthly Bill Credits.
• cc. “Tariff” means the Niagara Mohawk Power Corporation d/b/a National Grid Schedules for Electric Service, P.S.C. No: 220 – Electricity, as amended or superseded from time to time;
• dd. “Term” is defined in Section 3;
• ee. “VDER Credit Rate” is the monetary rate that the Electric Utility attributes to each kWh generated from the Project.
• 3. Term. The Agreement shall commence on the Commercial Operation Date and continue for twenty (20) years (the “Term”). Thereafter, this Agreement shall automatically renew for one (1) year terms (the “Renewal Term”) until either Party provides a written notice of termination.
• 4. Purchase of Allocation; Eligibility.
• a. Bill Credits. CDG Host agrees to sell to Subscriber and Subscriber agrees to purchase from CDG Host, the Percentage Allocation for the entire Term and any Renewal Term in consideration for the Bill Credits and Net Savings. Net Savings shall be applied to Subscriber’s Electric Utility bill no more than once per calendar month.
• b. Energy Attributes. Subscriber’s purchase of the Percentage Allocation will not include the right to any Energy Attribute.
• c. Subscriber Eligibility. Subscriber’s eligibility to receive Bill Credits is expressly conditioned upon Subscriber meeting the following criteria and any other criteria outlined by applicable law (the “Subscriber Eligibility Criteria”): (i) Subscriber is an Electric Utility account holder with a Service Address in the Electric Utility’s service territory (with the Subscriber being the named or one of the named account holders);

• (ii) the sum of all kWhs distributed to Subscriber’s Electric Utility bill by applying the Percentage Allocation shall amount to at least one thousand (1,000) kWhs annually; (iii) the sum of all kWhs distributed to Subscriber’s Electric Utility bill by applying the Percentage Allocation shall not exceed the Subscriber’s historic annual kWh usage or forecasted usage if annual historic data is not available; and (iv) Subscriber is not currently: a net metered customer-generator; a remote net metered host or satellite account; or taking Standby Service under the Tariff.
• d. Subscriber Authorization. Subscriber authorizes the CDG Host, Authorized Designee or Electric Utility to obtain Subscriber’s historical kWh consumption data. Subscriber hereby certifies that all information Subscriber provided to the CDG Host in connection with the Subscriber’s historical kWh consumption data and credit history is true and Subscriber understands that this information must be updated upon request if Subscriber’s conditions change.
• e. Subscriber Data. To ensure Subscriber receives the appropriate Bill Credits, Subscriber shall permit or has permitted the CDG Host to provide the Electric Utility with the following information: the Kilowatt Allocation, Percentage Allocation, Subscriber’s name, Subscriber’s account number, Subscriber’s mailing address, and the Service Address (collectively “Subscriber’s Data”).
• 5. Subscription Payment.
• a. Monthly Subscription Fee. Subscriber acknowledges that the Subscription Fee will be automatically taken from the Bill Credits each month and Net Savings will be applied to Subscriber’s Electric Utility bill for a given Bill Period.
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b. CDG Host Adjustments. Subscriber hereby consents to the CDG Host modifying the Percentage Allocation at its sole discretion, provided such modifications comply, in all respects, with applicable law. The CDG Host does not guarantee, and Subscriber acknowledges that the CDG Host does not guarantee the amount of electrical energy the Project will produce or the monetary value of the Bill Credits.
• 6. Representations, Warranties, and Covenants.
• a. Mutual. Each Party represents, warrants, and covenants to the other Party:
• i. The Party, if an entity, is duly organized, validly existing, and in good standing in the jurisdiction of its organization and is duly qualified to do business in the State of New York;
• ii. The Parties have full legal capacity to enter into and perform this Agreement; and
• iii. This Agreement constitutes a legally valid and binding obligation enforceable against the CDG Host and Subscriber in accordance with its terms.
• b. CDG Host. The CDG Host represents, warrants, and covenants to Subscriber:
• i. CDG Host is authorized to (A) enter into this Agreement with Subscriber, (B) operate the Project, (C) participate in the CDG Program, including with the Electric Utility, and (D) take all other necessary and appropriate action on to satisfy it’s obligations to Subscriber.
• c. Subscriber. Subscriber represents, warrants, and covenants to the Authorized Designee:
• i. Subscriber’s account number, Subscriber’s Service Address, and Subscriber’s contact information contained in the Disclosure Statement of this Agreement are true, accurate, and complete;

• ii. Subscriber acknowledges and agrees it will have no interest in or entitlement to any Energy Attribute; and
• iii. Subscriber acknowledges and agrees Subscriber has been given the opportunity to ask questions and receive answers from the CDG Host concerning the terms of this Agreement and any other information necessary for Subscriber to evaluate the merits and risks of entering into this Agreement, including the Percentage Allocation and/or monthly Subscription Fee.
• 7. Termination.
• a. Termination For Convenience; Other. Subscriber may terminate this Agreement at any time by providing no less than sixty (60) days’ written notice to the CDG Host. Subscriber may also terminate this Agreement without a fee under the following circumstances:
• i. Upon the expiration of the Term or any Renewal Term by providing the CDG Host with sixty (60) days prior written notice thereof.
• ii. If the Subscriber is a natural person and the Subscriber is the sole Electric Utility account holder, then in the event of Subscriber’s death.
• iii. If the Subscriber submits to the CDG Host a written Notice of Cancellation in the form attached hereto as Exhibit A prior to midnight on the third (3rd) business day after the Effective Date of the Agreement.
• b. Effect of Termination. Upon termination of this Agreement, the CDG Host shall notify the Electric Utility to stop any future Bill Credits from being allocated to the Subscriber: Notwithstanding, the Subscriber may continue to receive Bill Credits until the Electric Utility removes Subscriber from the Project.
• 8. Transfer; Assignment. No Party may assign or transfer this Agreement except, the CDG Host may assign this Agreement to any affiliate, any financial institution, or any entity that has agreed in writing to recognize Subscriber’s rights under this Agreement and to not disturb any of Subscriber’s rights hereunder upon the foreclosure or conveyance in lieu thereof, provided Subscriber is not in default of this Agreement. The CDG Host may transfer this Agreement to another Project by sending written notice to Subscriber. The CDG Host may assign or transfer this Agreement without providing Subscriber with prior notice and without obtaining Subscriber’s prior consent, and upon any such assignment or transfer, the assignor shall be released from all future obligations under this Agreement.
• 9. Communication. By executing this Agreement, the Subscriber consents to the CDG Host and any person or entity acting on the CDG Host’s behalf to communicate with the Subscriber, in connection with the Project, this Agreement, or any related matter, using any telephone number, email address, or other contact information that may be provided now or in the future. The CDG Host and any person or entity acting on the CDG Host’s behalf may communicate with the Subscriber using any current and future means of communication, whether to a wireless or landline number, including but not limited to, automated telephone dialing equipment, as defined by law, the FTC, or the FCC, artificial or pre-recorded voice messages, SMS or text messages, telephone or email. CDG Host may use such means of communication even if Subscriber will incur costs to receive such telephone messages, telephone calls, SMS or text messages, emails, or other means.