0001002014-13-000085 Sample Contracts

SOUTHERN CALIFORNIA EDISON Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT An EDISON INTERNATIONAL Company GFID Number 5618; RAP ID Number 5669
Crest Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services • California

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Joshua Tree East 3 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

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GFID 5824 Coronus Energy Corp. - Coronus Apple Valley East 1, LLC RULE 21 INDEPENDENT STUDY PROCESS STUDY AGREEMENT
Study Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services

THIS INDEPENDENT STUDY PROCESS STUDY AGREEMENT ("AGREEMENT") is made and entered into this ____ day of ________________, 2012 by and Coronus Apple Valley East 1, LLC, a limited liability company organized and existing under the laws of the State of Delaware, a subsidiary of Coronus Energy Corp., ("Applicant,") and Southern California Edison Company, a corporation existing under the laws of the State of California ("SCE" or "Distribution Provider"). Applicant and Distribution Provider each may be referred to as a "Party," or collectively as the "Parties."

SOUTHERN CALIFORNIA EDISON Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT An EDISON INTERNATIONAL Company GFID Number 5618; RAP ID Number 5669
Power Purchase Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services • California

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Adelanto West 1 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

PROMISSORY NOTE (Development Expenses)
Promissory Note • February 14th, 2013 • Coronus Solar Inc. • Services-educational services • California
AMENDMENT NO.1 TO CONTRACT CONCERNING THE PROPERTY AT:
Coronus Solar Inc. • February 14th, 2013 • Services-educational services
COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT
Collateral Assignment and Pledge Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services • California

THIS COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT (“Assignment”) is made as of, and is effective as of, December 20, 2012, by CORONUS SOLAR INC., a company incorporated under the laws of Canada (“Assignor”) to and for the benefit of CLEAN FOCUS FINANCING COMPANY, LP, a Delaware limited partnership, its successors and assigns (“Lender”).

SECURITY AGREEMENT
Security Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services • California

THIS SECURITY AGREEMENT (the “Agreement”) is made and entered into as of December 20, 2012 by CORONUS ENERGY CORP., a Delaware corporation (“Coronus Energy”) and each of the fifteen Delaware limited liability companies listed on Exhibit A ( collectively, “Borrower”), for the benefit of CLEAN FOCUS FINANCING COMPANY, LP, a Delaware limited partnership, its successors and assigns (“Lender”).

GUARANTY OF PAYMENT AND COMPLETION
Guaranty of Payment and Completion • February 14th, 2013 • Coronus Solar Inc. • Services-educational services • California

This GUARANTY OF PAYMENT AND COMPLETION dated as of December 20, 2012, (this “Guaranty”), is executed by CORONUS SOLAR, INC., a company incorporated under the laws of Canada (“Guarantor”), to and for the benefit of CLEAN FOCUS FINANCING COMPANY, LP, a Delaware limited partnership (together with its successors and assigns, "Lender").

SOLAR POWER SYSTEMS AGREEMENT
Solar Power Systems Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services • California

CORONUS SOLAR INC., a company incorporated under the laws of Canada and having a registered office at 1600 – 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1C3

AMENDMENT NO. 2 TO CONTRACT CONCERNING THE PROPERTY AT:
Coronus Solar Inc. • February 14th, 2013 • Services-educational services

Seller agrees to replacing Coronus Energy Corp. with Coronus 29-Palms Morongo LLC as Purchaser, and Coronus Energy Corp. and Coronus 29-Palms Morongo LLC agree to this assignment.

COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT
Collateral Assignment and Pledge Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services • California

THIS COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT (“Assignment”) is made as of, and is effective as of, December 20, 2012, by CORONUS ENERGY CORP., a Delaware corporation (“Assignor”) to and for the benefit of CLEAN FOCUS FINANCING COMPANY, LP, a Delaware limited partnership, its successors and assigns (“Lender”).

CONSULTING SERVICES AGREEMENT
Coronus Energy Corp • February 14th, 2013 • Coronus Solar Inc. • Services-educational services

Effective January 1, 2013, Earthlight Solar Inc. (“Earthlight”) is to provide the Corporation with advisory and consulting services (the “Services”) in respect of the Corporation’s solar photovoltaic business.

RULE 21 INDEPENDENT STUDY PROCESS STUDY AGREEMENT
Study Process Study Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services

THIS INDEPENDENT STUDY PROCESS STUDY AGREEMENT ("AGREEMENT") is made and entered into this ____ day of ________________, 2012 by and between Coronus Energy Corp., a corporation organized and existing under the laws of the State of Delaware, ("Applicant,") and Southern California Edison Company, a corporation existing under the laws of the State of California ("SCE" or "Distribution Provider"). Applicant and Distribution Provider each may be referred to as a "Party," or collectively as the "Parties."

CORONUS ENERGY CORP.
Agreement • February 14th, 2013 • Coronus Solar Inc. • Services-educational services

Earthlight Solar Inc. (“Earthlight”) provided the Corporation with advisory and consulting services (the “Services”) in respect of the Corporation’s dealings with Clean Focus Financing Company, LP (“Clean Focus”).

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