This VIRTUAL POWER PURCHASE AGREEMENT is dated the 1st day of June 2020 and may be amended from time to time.

THIS AGREEMENT IS BETWEEN:

The user of the website (the "Subscriber"); and

CloudSolar Inc. (Registration No. 44356) incorporated under the Laws of Barbados and having its principal place of business at Ocean Hotels Corporate Centre, Maxwell Main Road, Christ Church in Barbados (the "Company"),

together the Parties and each a Party.

WHEREAS:

  • The Government has set ambitious targets in Barbados for the deployment of new solar power generation capacity at affordable prices;
  • The Subscriber wishes to enter into:
    • A Digital Solar Investment Agreement (the "Agreement"), with the Company in relation to the purchase of Renewable Energy Credits by a remotely installed PV System (the "Facility");
    • an Operation, Maintenance and Insurance Agreement with the Company with respect to the provision of the described services for the Facility which includes spare parts;
  • In the pursuit of the objectives above, the Company shall sell on behalf of the Subscriber to the utility, its renewable energy output generated by the Facility on the terms set out in this Agreement.

NOW IT IS HEREBY AGREED as follows:

The Subscriber will purchase a subscription to the energy generated from the subscriber determined kilowatt ("kWp") shares of the Company’s Solar Pool (hereafter called "Solar Pool").

This Customer Contract is governed by the laws of Barbados.

DEFINITIONS

"Solar credit" means the energy credit from the Company to the Subscribers' monthly account for the energy produced by their subscription(s) to the Solar Pool. Solar credit will be in the form of a kilowatt hour (kWh) credit. A kWh credit converts to a dollar value based on the Subscribers' Feed-In-Tariff rate.

"Solar Pool" shall mean solar generating assets whose combined energy production will be used to determine a solar credit applied to the Subscribers monthly bill.

"Date of Commercial Operation" shall mean the first day of the first full calendar month upon which commercial operation is achieved for the Subscribers' subscription to the Solar Pool.

"Production Month" shall mean the full calendar month for which energy is produced by the PV System and delivered to the Company at the Production Meter. The energy generated during the Production Month will be credited to the Subscribers' next monthly account within 10 days.

"Solar Photovoltaic System" or "PV System" shall mean all Solar PV system components, including but not limited to solar modules, inverters, balance of system and meters, contributing to the Solar Pool.

"Production Meter" shall mean the meter which will record the energy generated by the PV system. The readings on the Production Meter showing energy generated by the PV System will be used to determine the solar credit and the Renewable Energy Credits ("REC") generated by the PV System.

"Program Year" means the fiscal year of the Solar Pool, or October 1 to September 30 of each year.

"Share" means the energy generated by the PV system proportionate to a 1 kilowatt block of the Solar Pool.

"Solar Renewable Energy Credits" or "RECs" or "S-RECs" means the renewable energy attributes associated with the Solar Pool.

"Subscribed Energy" means electricity generated by the PV System attributable to the Subscribers; Subscriptions and delivered to the Company at the Production Meter on or after the Date of Commercial Operation.

"Subscriber" means a retail customer of the Company who owns one or more subscriptions of the Solar Pool.

"Subscription" means a contract between the Subscriber and the Company for energy produced by the PV System. Each subscription will consist of the energy produced by 1 kilowatt blocks of the PV System.

"Term of Contract" means the term of this contract which shall begin when this contract is signed by the Subscriber and the Company and shall end twenty five (25) years after the Date of Commercial Operation, unless otherwise agreed upon by the Parties.

AGREEMENT

The Subscriber and the Company agree:

1. Solar Pool Subscription

  • Subject to the terms and conditions set forth in this contract and the Feed In tariff, the Company hereby grants to the Subscriber a subscription to the solar energy output proportionate to the user specified kWp share.
  • The Subscriber elects a payment option to be facilitated by the website through its Pre Authorized Debit which the Subscriber agrees to while using the site:
  • A single subscription may not be greater than $25,000 per agreement.

2. Eligibility/Participation Requirements

  • Subscribers must be in good standing with the Company.
  • The Company will limit the participation from commercial customers to no more than thirty percent of the initial Solar Pool offering.
  • The Company may limit eligible retail customers' participation to the maximum production of the PV System at the Company's discretion.

3. Subscription Calculation

  • The electric energy produced by the PV Systems will be measured by a Production Meter in kilowatt hours (kWh) for each Production Month. This total energy produced will then be divided by the total available Solar Pool shares to determine the Solar credit for each 1 kWp share. The total Solar credit shall then be multiplied by the number of shares in the Digital Solar Investment Agreement.
  • The Solar credit will be applied to the Subscribers Account within 5 business days. After 10 business days, the Company reserves the right to adjust the dispersed credits if errors or audit errors are revealed.
  • The Solar credit calculation will include an adjustment for the management fees of the Renewable Energy Credits from the PV Systems. The management fee adjustment for the Solar Pool is 20% per 1 kWh earned by the Solar Pool.

4. Billing

  • The Solar credit for each Subscription will vary based on the payment option elected by the Subscriber at the onset of the Solar Pool.
  • All line items on the bill will be calculated using the net energy produced amount.
  • Subscribers will not receive any cash payments or monetary credits in the Solar Pool unless they elect CloudSolar to sell the credits to the utility company, which is effected when a withdrawal of the Solar credits from the platform is performed.

5. Solar Renewable Energy Credits

  • The Subscriber acknowledges and agrees that any environmental attributes, including RECs, associated with the Solar Pool are transferred to the Company through the Solar credit.
  • The Subscriber acknowledges that the Solar credit includes an adjustment for the management fee of the RECs produced by the PV Systems that are used by the Company for operation of the Solar Pool.

6. Solar Asset management

  • The Subscriber acknowledges and agrees that the Company and/or parties responsible for operations and maintenance of the Solar Pool assets may, at its sole discretion, repair or replace any equipment as necessary without notice to the Subscriber of such change(s).
  • In the event of equipment damage resulting in the failure to produce energy, no solar credits will be made to the Subscriber for that portion of the energy output. The Company is held harmless for lost energy production due to operations and maintenance schedules, failures, or repairs.
  • The Subscriber does not have any claim for ownership of any of the solar energy assets or resources in this contract.
  • The Subscriber does not assume any cost, responsibility or liability for the ongoing operations and maintenance of the solar energy systems.

7. Subscription Terms

  • The Solar Pool will have a contract period of 25 years from the date of purchase.
  • If the Subscriber relocates to another premise, they will be able to continue the Subscription, as is, under the new premise subject to any applicable eligibility requirements.
  • Either party may terminate this Contract if the other party breaches a material obligation under the Contract and fails to cure the breach within 30 days after receipt of notice of such breach from the non-breaching party.
  • Upon termination of this Contract by either party: (a) the Subscription will be null and void and of no further force and effect; (b) the Company shall be free to grant the Subscription to another eligible customer.

8. Subscription Transfer or Cancellation

  • The Subscriber may, at any time, request the transfer of the Subscription, in whole or in part, to another eligible customer, subject to all applicable eligibility requirements.
  • In order to execute a transfer of the Subscription, the Subscriber is required to provide written notice to the Company within a minimum of 30 days prior to the transfer effective date. The Subscriber should complete a Subscription Transfer Application and submit it to the Company for processing and approval.
  • If the Subscriber chooses to relinquish the Subscription to the Company, the details will vary based upon which payment option elected by the Subscriber at the onset of the Solar Pool. The relinquishment details for each payment option are described below:
    • The Company shall refund the Subscriber for a portion of the full subscription payment within 30 days after the date of such termination. The refund amount will be determined using a straight line depreciation schedule described based on 10 years of the life of the solar.
    • In the case of death of a Subscriber, the Subscriber may bequeath the Subscription and upon receipt of transfer paperwork, the Company will transfer the Subscription appropriately on the condition it is transferred to an eligible customer.

9. Taxes

The Company shall be responsible for payment of any and all royalties, taxes, fees, or assessments levied against its property, leasehold rights or other assets or profits by any Authority as may be provided for by any applicable Law and shall settle such levies without attempting to recover them from the other Party except through the Energy Charge or the Deemed Energy Payments.

10. Force Majeure

  • Responsibilities of the Parties during a Force Majeure Event
    • If a Force Majeure Event occurs the Affected Party shall deliver a written notice on its platform to the Non-Affected Party ("Force Majeure Notice") as soon as reasonably practical of:
    • the date of commencement of the Force Majeure Event;
    • the nature and expected duration of the Force Majeure Event; and
    • the actual and anticipated effect of the Force Majeure Event on the performance by the Affected Party of its obligations under this
  • The Affected Party shall:
    • make all reasonable efforts to prevent and reduce to a minimum and mitigate the effect of any delay caused by any Force Majeure Event;
    • take any action in accordance with the standards of a Reasonable and Prudent Operator to ensure resumption of normal performance of this Agreement after the cessation of any Force Majeure Event as promptly as possible and otherwise perform its obligations in accordance with this Agreement; and for the duration of any Force Majeure Event, regularly (and in any event upon the Non-Affected Party's reasonable request) provide the Non-Affected Party with updates in relation to the Force Majeure Event.
    • Not later than seven (7) Business Days following the cessation of any Force Majeure Event, the Affected Party must notify the Non-Affected Party of the cessation of the Force Majeure Event and shall submit to the Non-Affected Party reasonable proof of the nature of the Force Majeure Event and its effect on the performance by the Affected Party of its obligations under this

11. Effect of a Force Majeure Event

  • The Affected Party will be excused from performance of its obligations under this Agreement to the extent that performance is impeded or prevented due to a Force Majeure Event and will not be liable for the non-performance of such obligation during the period of a Force Majeure Event.
  • Notwithstanding the existence of any Force Majeure Event, the Affected Party shall however continue to perform all of its obligations under this Agreement, which are not affected by such Force Majeure Event in accordance with this Agreement, which includes payments of credits by the PV systems which are not affected by a Force Majeure Event, if any.

12. No Liability for Other Losses

Save and except as expressly provided in this Agreement, no Party shall be liable in any manner whatsoever to the other Party in respect of any loss relating to or arising out of the occurrence or existence of any Force Majeure Event or the exercise by it of any right pursuant to this Clause 11 (Force Majeure) above.

13. Indemnities

Each Party (the "Indemnifying Party") shall indemnify and hold harmless the other Party, its Affiliates and their respective officers, employees, consultants, agents and representatives (the "Indemnified Parties") against any and all Losses which may be asserted against or suffered by any of the Indemnified Parties arising in respect or as a consequence of: Any death, injury, loss or damage to property suffered by a third party, to the extent resulting from any negligent act or omission of the Indemnifying Party and its respective officers, employees, consultants, agents and representatives, provided that the death, injury, loss or damage to property suffered by the relevant third party is not attributable to any act or omission of any one or more of the Indemnified Parties or to the failure of one or more of the Indemnified Parties to use reasonable endeavours to mitigate or avoid the death, injury, loss or damage to property in question.

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CloudSolar is the Caribbean's 1st Green Technology company that allows users to purchase solar panels digitally. We enable our clients to invest in the solar industry, while removing all the barriers that come along with owning a physical Solar PV system. Our well managed, sustainable and efficient Solar PV portfolio, generates solar energy that we pool together via our cloud platform and sell on behalf of our clients to the utility company.

CloudSolar Inc. (Company #44356 incorporated under the laws of Barbados) Copyright 2020-2025. All Rights Reserved.