POWERBANK Corp Sample Contracts

COMMON SHARE PURCHASE WARRANT SOLARBANK CORPORATION
Common Share Purchase Warrant • March 21st, 2025 • SolarBank Corp • Electric & other services combined • New York

THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 24, 2030 (the “Termination Date”), but not after the Termination Date, to subscribe for and purchase from SolarBank Corporation, a company incorporated under the laws of the province of Ontario (the “Company”), up to [______] common shares (the “Common Shares”) of the Company (as subject to adjustment hereunder, the “Warrant Shares”), provided, however, in the event that the Warrant is held by directors, officers or other affiliates of the Company and the Termination Date is during a period that such officers, directors or affiliates are subject to a blackout with respect to trading in the Common Shares, such officers,

SOLARBANK CORPORATION EQUITY DISTRIBUTION AGREEMENT June 5, 2025
Equity Distribution Agreement • June 6th, 2025 • SolarBank Corp • Electric & other services combined • British Columbia
AGENCY AGREEMENT
Agency Agreement • March 11th, 2024 • SolarBank Corp • British Columbia
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 21st, 2025 • SolarBank Corp • Electric & other services combined • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of March 20, 2025, between SolarBank Corporation, a corporation governed by the Business Corporations Act (Ontario) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 1st, 2026 • POWERBANK Corp • Construction - special trade contractors • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 29, 2026, between PowerBank Corporation, a corporation governed by the Business Corporations Act (Ontario) (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

ENGINEERING, PROCUREMENT & CONSTRUCTION AGREEMENT BY AND BETWEEN
Engineering, Procurement & Construction Agreement • March 11th, 2024 • SolarBank Corp • Ontario
Engineering, Procurement and Construction Agreement
Engineering, Procurement and Construction Agreement • March 11th, 2024 • SolarBank Corp • New York

This Engineering, Procurement and Construction Agreement (the “Agreement”) is made and dated as of June 19, 2023, between Abundant Solar Power (M1) LLC, a Delaware limited liability company (“Contractor”), and Solar Advocate Development, LLC, an Ohio limited liability company (“Owner”). Each of Owner and Contractor may be referred to individually as a “Party”, and together they may be referred to as the “Parties”.

Contract
Warrant Agreement • March 21st, 2025 • SolarBank Corp • Electric & other services combined

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. This warrant must be surrendered to the coMPANY or its transfer agent as a condition precedent to the sale, transfer, pledge or hypothecation of any interest in any of the securities represented hereby.

March 20, 2025 SolarBank Corporation
Placement Agent Agreement • March 21st, 2025 • SolarBank Corp • Electric & other services combined • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. (as Buyer) and ABUNDANT SOLAR POWER INC. (as Seller) Dated as of September 15, 2023
Membership Interest Purchase Agreement • March 11th, 2024 • SolarBank Corp • New York

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of this 15th day of September, 2023, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Buyer”) and ABUNDANT SOLAR POWER INC., a Delaware corporation (“Seller”) (Buyer and Seller are sometimes individually referred to as a “Party” and collectively referred to as the “Parties”).

SolarBank Partners with Rural Energy Development LLC (RED Renewables) on Co- Development Agreement ● SolarBank has partnered with U.S.-based Rural Energy Development LLC (RED Renewables), a provider of solar energy solutions to the commercial...
Co-Development Agreement • March 11th, 2024 • SolarBank Corp

Toronto, Ontario, June 13, 2023 — SolarBank Corporation (CSE: SUNN; OTCQX: SUUNF; FSE: GY2) (“SolarBank” or the “Company”) is ‎pleased to announce a new partnership with Rural Energy Development LLC (“Red Renewables”) through a Co-Development Agreement (the “Agreement”) between the parties. Red Renewables is a North Carolina USA based provider of solar energy solutions that is focused on the agricultural and commercial markets. This partnership aims to accelerate the integration of solar power into agricultural and commercial operations, benefiting both the environment and farmers alike.

SOLARBANK CORPORATION (as the “Purchaser”) and (each a “Vendor” and together the “Vendors”) and OFIT RT INC. (as the “Corporation”) SHARE PURCHASE AGREEMENT
Share Purchase Agreement • March 11th, 2024 • SolarBank Corp • Ontario

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties agree as follows:

ARRANGEMENT AGREEMENT between SOLARBANK CORPORATION - and - SOLAR FLOW-THROUGH FUNDS LTD. Dated March 19, 2024
Arrangement Agreement • March 28th, 2024 • SolarBank Corp • Electric & other services combined • British Columbia

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties hereto, the Parties hereto hereby covenant and agree as follows:

POWERBANK CORPORATION EQUITY DISTRIBUTION AGREEMENT February 17, 2026
Equity Distribution Agreement • February 18th, 2026 • POWERBANK Corp • Construction - special trade contractors • British Columbia
Voluntary Escrow Agreement
Escrow Agreement • March 11th, 2024 • SolarBank Corp • Ontario

This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the proposed distribution (the IPO), by the Issuer, an emerging issuer, of common shares by prospectus.

SOLARBANK CORPORATION EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • March 11th, 2024 • SolarBank Corp • British Columbia

Solarbank Corporation, a corporation governed by the Business Corporations Act (Ontario) (the “Company”), confirms its agreement (this “Agreement”) with Research Capital Corporation (the “Agent”) with respect to the issuance and sale from time to time by the Company of shares (the “Offered Shares”) of the Company’s common shares without par value (the “Common Shares”), having an aggregate offering price of up to $15,000,000 (the “Maximum Amount”) through or to the Agent, as sales agent, on the terms and subject to the conditions set forth in this Agreement (the “Offering”).

Master Engineering, Procurement and Construction Agreement New York Solar Projects:
Master Engineering, Procurement and Construction Agreement • March 11th, 2024 • SolarBank Corp • New York

This Master Engineering, Procurement and Construction Agreement (the “Agreement”) is made and dated as of September 15, 2023, between Abundant Solar Power (SB13W) LLC, a New York limited liability company (SB13W LLC or an “Owner”), Abundant Solar Power (SB13N) LLC, a New York limited liability company (SB13N LLC or an “Owner”), and Abundant Solar Power (SB14-4) LLC, a New York limited liability company (SB14-4 LLC or an “Owner”), (collectively, the “Owners”), and Abundant Solar Power Inc., a Delaware corporation (“Contractor”). Each of the Owners and Contractor may be referred to individually as a “Party”, and together they may be referred to as the “Parties”.

June 29, 2026 PowerBank Corporation
Placement Agent Agreement • July 1st, 2026 • POWERBANK Corp • Construction - special trade contractors • New York
Form 46-201F1 Escrow Agreement
Escrow Agreement • March 11th, 2024 • SolarBank Corp • Ontario

This Agreement is being entered into by the Parties under National Policy 46-201 Escrow for Initial Public Offerings (the Policy) in connection with the proposed distribution (the IPO), by the Issuer, an emerging issuer, of common shares by prospectus.

Modular Data Center Joint Development Agreement Signed Between PowerBank Corporation and Nodiac.ai Agreement unlocks new revenue from PowerBank’s existing assets by co-locating containerized AI compute Distributed, speed-to- power model pairs energy...
Joint Development Agreement • June 29th, 2026 • POWERBANK Corp • Construction - special trade contractors

Toronto, Ontario, June 29, 2026 — PowerBank Corporation (NASDAQ: PBK) (Cboe CA: PBK) (FSE: 103) (“PowerBank” or the “Company”), a leader in independent energy development and asset ownership in North America, is pleased to announce the execution of a Joint Development Agreement (“JDA”) with Nodiac Development. (“Nodiac”) a distributed data center power infrastructure company specializing in the development and deployment of modular, containerized data centers co-located with energy assets.

Contract
Power Purchase Agreement • October 14th, 2025 • POWERBANK Corp • Construction - special trade contractors

Toronto, Ontario, October 14, 2025 — PowerBank Corporation (Nasdaq: SUUN; Cboe CA: SUNN; FSE: 103) (“PowerBank” or the “Company”) announces that it has executed lease and power purchase agreements with the New York State Division of Military and Naval Affairs (DMNA) for the development of a portfolio of ground mount, rooftop and parking canopy solar power projects and battery energy storage systems with a cumulative total of 20 MW DC (the “Projects”). PowerBank intends to develop, finance and construct the Projects, a combination of behind-the-meter systems and community solar projects on land owned by the DMNA. Once operational, the clean energy generated by the Projects will be sold to the DMNA under long term power purchase agreements that have an initial term of 20 years or will be sold to local residents through community solar subscriptions.