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SunDollars Referral Program Agreement

This SunDollars Referral Program Agreement (“Agreement”) is between OneRoof Energy, Inc. (“ORE”), a Delaware corporation at 4445 Eastgate Mall, Suite 240, San Diego, CA 92121 and you (“Referral Source”, together with ORE, the “Parties”), for certain referral fees in connection with residential solar systems.

THIS AGREEMENT IS EFFECTIVE UPON YOUR ACKNOWLEGEMENT THAT YOU HAVE READ, ACCEPT AND AGREE TO ADHERE TO THE TERMS AND CONDITIONS CONTAINED HEREIN.

Referral Source may be in contact with residential homeowners with an interest in residential solar products. ORE is in the business of financing residential solar systems through its financial products. ORE has agreed to offer certain referral fees to the Referral Source in exchange for qualified residential solar system leads.

In consideration of the foregoing, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Defined Terms.

   “Countersigned” means a PPA that has been signed by a Homeowner that constitutes a Qualified Lead in accordance with the requirements of this Agreement, and is subsequently reviewed and signed by an authorized agent of ORE and is not subsequently cancelled or terminated.

   “Homeowner” means person(s) who hold legal title to the Residence that is contained in a Lead.

   “Interconnection” means the time at which ORE, in its sole and absolute discretion, turns on the System after ORE receives permission to operate the System from the local utility having jurisdiction over such System.

   “Lead” means all of the following information of the owner of a Residence who has expressed an interest to the Referral Source in learning more about the installation of a System at such Residence: the full name, phone number, email address, and the street address of such Residence.

   “Qualified Jurisdiction” means certain zip codes within states in which ORE offers residential solar financing products (currently, California, Massachusetts and New York) which shall be communicated to the Referral Source from time to time; provided that ORE reserves the right to amend the Qualified Jurisdiction without prior notice to the Referral Source.

   “Residence” means a single family residence located in a Qualified Jurisdiction.

   “Termination Date” means the one year anniversary of the Effective Date.

2. Referrals; Qualified Tiers; Qualified Referral Fee.

   (a) From time to time, the Referral Source may choose to transmit Leads to ORE (name, phone number, email address and address of Residence of the Homeowner).

   (b) ORE shall contact the Homeowner to set up an in-person meeting (the “Site Visit”). Subject to the Homeowner’s cooperation, ORE, through its representative shall determine if (i) the Homeowner’s Residence is a single-family, owner-occupied residence, (ii) based on the estimated average monthly electric energy usage provided by the Homeowner as evidenced by recent electric utility bills, the estimated average monthly electric utility bill for such Residence is not less than $125.00, (iii) the Homeowner satisfies ORE’s credit requirements as determined by it in its sole and absolute discretion, and (iv) a System can be installed on the Homeowner’s Residence in accordance with the applicable requirements and guidelines (including those of ORE and/or its installers) in effect from time to time. If a Site Visit occurs and clauses (i) and (iv) are determined to be true, the applicable Lead will be a “Qualified Lead”. ORE shall notify Referral Source if a Lead does or does not constitute a Qualified Lead within 10 calendar days (the “Qualified Lead Notice”).

   (c) ORE shall pay the Referral Source up to $550.00 in the aggregate for each Qualified Lead, dependent upon which Tier (as defined below) the Referral Source belongs to, and subject to the payment milestones (the “Payment Milestones”) below. If Referral Source has previously provided to ORE between 1 and 3 Qualified Leads, he or she shall belong to Tier 1 (“Tier 1”) and if Referral Source has previously provided 4 or more Qualified Leads, he or she shall belong to Tier 2 (“Tier 2”).

   Tier	Payment Milestones and associated Qualified Lead Fees
   	Site Visit occurs and Lead determined to be a Qualified Lead	Countersignature	Interconnection
   Tier 1	$0	$250 payable within 15 days following the end of the month upon which Countersignature occurs	$250 payable within 15 days following the end of the month upon which Interconnection occurs
   Tier 2	$50 payable within 15 days of the end of the month upon which the Site Visit Occurs and the Lead is determined to be a Qualified Lead	$250 payable within 15 days following the end of the month upon which Countersignature occurs	$250 payable within 15 days following the end of the month upon which Interconnection occurs

   The amount of the Qualified Lead Fee is subject to change from time to time in the sole discretion of ORE.

   (d) If any information regarding a Lead is reasonably determined by ORE in its sole discretion as having been previously received by ORE from any other source (including from internal ORE sales, marketing or lead generation efforts), ORE shall have no obligation to take any action with respect to such Lead and such Lead will not be deemed to be a Qualified Lead.

3. Modifications

   ORE reserves the right to amend the Agreement, its prices, and any aspect of the program in its sole and absolute discretion. Amendments shall be effective 7 days of posting on the Company’s official website. Amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The acceptance of any benefits under the Agreement constitutes acceptance of all amendments.

4. Term; Termination

   (a)This Agreement begins on the Effective Date and terminates on the Termination Date without further action by either Party.

   (b)Either Party may terminate this Agreement at any time and for any reason or no reason upon written notice to the other Party.

5. Relationship of Parties; Expenses.

   The Parties shall not be deemed in a relationship of partners or joint venturers by virtue of this Agreement, nor shall any Party be an agent, representative, employee, trustee or fiduciary of the other. Each Party shall be fully responsible for the expenses it incurs during the performance of this Agreement.

   Entire Agreement. This Agreement is subject to ORE’s full terms and conditions and privacy policy available on ORE’s website.