Common use of COVENANTS AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER Clause in Contracts

COVENANTS AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER. 3.1 The Subscriber hereby covenants and acknowledges with the Co-operative that: (a) The Subscriber has been advised that the Co-operative is in its development phase with no record of operations and that all funds raised will be used to fund start-up expenses associated with the Co-Operative, the objective being to ultimately procure and develop renewable energy projects. If no renewable energy projects are procured and developed, the Co-operative will not proceed and the Subscriber will lose their investment; (b) The Shares being offered are speculative and involve a high degree of risk. Investors may lose their investment; (c) The Co-operative is a start-up venture. The Co-operative currently does not have any significant assets or other financial resources. The ability to pursue renewable energy projects will be dependent upon the Co- operative receiving sufficient equity pursuant to an Offering Statement; (d) The Government of Ontario can suspend the FIT Program at any time. It is assumed, but cannot be guaranteed, that any contract for a project under the FIT Program signed prior to a suspension will be honoured. The Independent Electricity System Operator (IESO) is required under the Green Energy Act (Ontario) to review and amend FIT Program rates periodically to reflect changes in renewable energy equipment costs. The Co-operative is making a number of assumptions in how the Government of Ontario and the Independent Electricity System Operator (IESO) will proceed with the FIT Program, but rates and contracts are ultimately beyond the control of the Co-Operative. Assumptions that ultimately prove to be incorrect may have a material negative affect on the Co-Operative’s profitability and solvency; (e) There is presently no market for the Shares nor is a market expected to develop. Subscribers may not be able to re-sell Shares. Transfers of Shares require Board approval; (f) The viability of the renewable energy industry in Ontario and Canada is dependent upon tax policies, government programs and environmental and other rules and regulations which provide an incentive to generate electricity from renewable energy sources. The further development of the renewable energy industry in Canada will require the maintenance and/or implementation of federal, provincial and/or municipal government programs, policies and/or regulations; (g) The Co-operative may also be subject to other unknown risk factors which could potentially affect its profitability and solvency. Some of these risk factors could include, but not be limited to, failure to comply with governing statutes and increased competition; (h) My contact information may be provided to the Independent Electricity System Operator (IESO) or other parties as required for the Co-Operative’s operations; (i) If I am admitted as a member of the Co-Operative, I will abide by all of the by-laws and policies of the Co- Operative; (j) I have been informed the Co-operative is accepting subscriptions for Shares in reliance upon exemptions to the requirement to provide investors with an Offering Statement available to the Co-operative under the Co- operative Corporations Act (Ontario), there are significant risks associated with any investment in the Co- operative and that I could lose my entire investment; and (k) I have obtained a copy of the Articles of Incorporation of the Co-operative or have been given the opportunity to obtain a copy of the Articles of Incorporation of the Co-operative and decided not to obtain a copy thereof.

COVENANTS AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER. 3.1 The Subscriber hereby covenants and acknowledges with the Co-operative Operative that: (a) The Subscriber has been advised that the Co-operative Operative is in its development phase with no record of operations and that all funds raised will be used to fund start-up expenses associated with the Co-Operative, the objective being to ultimately procure and develop renewable energy projects. If no renewable energy projects are procured and developed, the Co-operative Operative will not proceed and the Subscriber will lose their investment; (b) The Shares being offered are speculative and involve a high degree of risk. Investors may lose their investment; (c) The Co-operative Operative is a start-up venture. The Co-operative Operative currently does not have any significant assets or other financial resources. The ability to pursue renewable energy projects will be dependent upon the Co- operative Co-Operative receiving sufficient equity pursuant to an Offering Statement; (d) The Government of Ontario can suspend the FIT Program at any time. It is assumed, but cannot be guaranteed, that any contract for a project under the FIT Program signed prior to a suspension will be honoured. The Independent Electricity System Operator (IESO) Ontario Power Authority is required under the Green Energy Act (Ontario) to review and amend FIT Program rates periodically to reflect changes in renewable energy equipment costs. The Co-operative Operative is making a number of assumptions in how the Government of Ontario and the Independent Electricity System Operator (IESO) Ontario Power Authority will proceed with the FIT Program, but rates and contracts are ultimately beyond the control of the Co-Operative. Assumptions that ultimately prove to be incorrect may have a material negative affect on the Co-Operative’s profitability and solvency; (e) There is presently no market for the Shares nor is a market expected to develop. Subscribers may not be able to re-sell Shares. Transfers of Shares require Board approval; (f) The viability of the renewable energy industry in Ontario and Canada is dependent upon tax policies, government programs and environmental and other rules and regulations which provide an incentive to generate electricity from renewable energy sources. The further development of the renewable energy industry in Canada will require the maintenance and/or implementation of federal, provincial and/or municipal government programs, policies and/or regulations; (g) The Co-operative Operative may also be subject to other unknown risk factors which could potentially affect its profitability and solvency. Some of these risk factors could include, but not be limited to, failure to comply with governing statutes and increased competition; (h) My contact information may be provided to the Independent Electricity System Operator (IESO) Ontario Power Authority or other parties as required for the Co-Operative’s operations; (i) If I am admitted as a member of the Co-Operative, I will abide by all of the by-by- laws and policies of the Co- Co-Operative; (j) I have been informed the Co-operative Operative is accepting subscriptions for Shares in reliance upon exemptions to the requirement to provide investors with an Offering Statement available to the Co-operative Operative under the Co- operative Co-Operative Corporations Act (Ontario), there are significant risks associated with any investment in the Co- operative Co-Operative and that I could lose my entire investment; and (k) I have obtained a copy of the Articles of Incorporation of the Co-operative Operative or have been given the opportunity to obtain a copy of the Articles of Incorporation of the Co-operative Operative and have decided not to obtain a copy thereof.

COVENANTS AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER. 3.1 The Subscriber hereby covenants and acknowledges with the Co-operative Operative that: (a) The Subscriber has been advised that the Co-operative Operative is in its development phase with no record of operations and that all funds raised will be used to fund start-up expenses associated with the Co-Operative, the objective being to ultimately procure and develop renewable energy projects. If no renewable energy projects are procured and developed, the Co-operative Operative will not proceed and the Subscriber will lose their investment; (b) The Shares being offered are speculative and involve a high degree of risk. Investors may lose their investment; (c) The Co-operative Operative is a start-up venture. The Co-operative Operative currently does not have any significant assets or other financial resources. The ability to pursue renewable energy projects will be dependent upon the Co- operative Co-Operative receiving sufficient equity pursuant to an Offering Statement; (d) The Government of Ontario can suspend the FIT Program at any time. It is assumed, but cannot be guaranteed, that any contract for a project under the FIT Program signed prior to a suspension will be honoured. The Independent Electricity System Operator (IESO) Ontario Power Authority is required under the Green Energy Act (Ontario) to review and amend FIT Program rates periodically to reflect changes in renewable energy equipment costs. The Co-operative Operative is making a number of assumptions in how the Government of Ontario and the Independent Electricity System Operator (IESO) Ontario Power Authority will proceed with the FIT Program, but rates and contracts are ultimately beyond the control of the Co-Operative. Assumptions that ultimately prove to be incorrect may have a material negative affect on the Co-Operative’s profitability and solvency; (e) There is presently no market for the Shares nor is a market expected to develop. Subscribers may not be able to re-sell Shares. Transfers of Shares require Board approval; (f) The viability of the renewable energy industry in Ontario and Canada is dependent upon tax policies, government programs and environmental and other rules and regulations which provide an incentive to generate electricity from renewable energy sources. The further development of the renewable energy industry in Canada will require the maintenance and/or implementation of federal, provincial and/or municipal government programs, policies and/or regulations; (g) The Co-operative Operative may also be subject to other unknown risk factors which could potentially affect its profitability and solvency. Some of these risk factors could include, but not be limited to, failure to comply with governing statutes and increased competition; (h) My contact information may be provided to the Independent Electricity System Operator (IESO) Ontario Power Authority or other parties as required for the Co-Operative’s operations; (i) If I am admitted as a member of the Co-Operative, I will abide by all of the by-laws and policies of the Co- Co-Operative; (j) I have been informed the Co-operative Operative is accepting subscriptions for Shares in reliance upon exemptions to the requirement to provide investors with an Offering Statement available to the Co-operative Operative under the Co- operative Co-Operative Corporations Act (Ontario), there are significant risks associated with any investment in the Co- operative Co-Operative and that I could lose my entire investment; and (k) I have obtained a copy of the Articles of Incorporation of the Co-operative Operative or have been given the opportunity to obtain a copy of the Articles of Incorporation of the Co-operative Operative and decided not to obtain a copy thereof.

COVENANTS AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER. 3.1 The Subscriber hereby covenants and acknowledges with the Co-operative Operative that: (a) The Subscriber has been advised that the Co-operative Operative is in its development phase with no record of operations and that all funds raised will be used to fund start-up expenses associated with the Co-Co- Operative, the objective being to ultimately procure and develop renewable energy projects. If no renewable energy projects are procured and developed, the Co-operative Operative will not proceed and the Subscriber will lose their investment; (b) The Shares being offered are speculative and involve a high degree of risk. Investors may lose their investment; (c) The Co-operative Operative is a start-up venture. The Co-operative Operative currently does not have any significant assets or other financial resources. The ability to pursue renewable energy projects will be dependent upon the Co- operative Co-Operative receiving sufficient equity pursuant to an its Offering StatementStatement dated June 23, 2016; (d) The Government of Ontario can suspend the FIT Program at any time. It is assumed, but cannot be guaranteed, that any contract for a project under the FIT Program signed prior to a suspension will be honoured. The Independent Electricity System Operator (IESO) Ontario Power Authority is required under the Green Energy Act (Ontario) to review and amend FIT Program rates periodically to reflect changes in renewable energy equipment costs. The Co-operative Operative is making a number of assumptions in how the Government of Ontario and the Independent Electricity System Operator (IESO) Ontario Power Authority will proceed with the FIT Program, but rates and contracts are ultimately beyond the control of the Co-Operative. Assumptions that ultimately prove to be incorrect may have a material negative affect on the Co-Operative’s profitability and solvency; (e) There is presently no market for the Shares nor is a market expected to develop. Subscribers may not be able to re-sell Shares. Transfers of Shares require Board approval; (f) The viability of the renewable energy industry in Ontario and Canada is dependent upon tax policies, government programs and environmental and other rules and regulations which provide an incentive to generate electricity from renewable energy sources. The further development of the renewable energy industry in Canada will require the maintenance and/or implementation of federal, provincial and/or municipal government programs, policies and/or regulations; (g) The Co-operative Operative may also be subject to other unknown risk factors which could potentially affect its profitability and solvency. Some of these risk factors could include, but not be limited to, failure to comply with governing statutes and increased competition; (h) My contact information may be provided to the Independent Electricity System Operator (IESO) Ontario Power Authority or other parties as required for the Co-Operative’s operations; (i) If I am admitted as a member of the Co-Operative, I will abide by all of the by-laws bylaws and policies of the Co- Co-Operative; (j) I have been informed the Co-operative Operative is accepting subscriptions for Shares in reliance upon exemptions to the requirement to provide investors connection with an Offering Statement available to under the Co-operative under the Co- operative Operative Corporations Act (Ontario), I have received a copy of the Offering Statement, and I understand that there are significant risks associated with any investment in the Co- operative Co-Operative and that I could lose my entire investment; and (k) I have obtained a copy of the Articles of Incorporation of the Co-operative Operative or have been given the opportunity to obtain a copy of the Articles of Incorporation of the Co-operative Operative and have decided not to obtain a copy thereof.

COVENANTS AND ACKNOWLEDGEMENTS OF THE SUBSCRIBER. 3.1 The Subscriber hereby covenants and acknowledges with the Co-operative Operative that: (a) The Subscriber has been advised provided with a copy of the most recent financial statements of the Co- Operative and has had the opportunity to satisfy himself or herself with respect to the risks of the Co- operative’s business, and the possibility that the Co-operative is in its development phase with no record of operations and that all funds raised will be used to fund start-up expenses associated with the Co-Operative, the objective being to ultimately procure and develop renewable energy projects. If no renewable energy projects are procured and developed, the Co-operative will not proceed and the Subscriber will lose their investment; (b) The Shares being offered are speculative and involve a high degree of risk. Investors may lose their investment; (c) The Co-operative is a start-up venture. The Co-operative currently does not have any significant assets or other financial resources. The ability to pursue renewable energy projects will be dependent upon the Co- operative receiving sufficient equity pursuant to an Offering Statement; (d) The Government of Ontario can suspend the FIT Program at any time. It is assumed, but cannot be guaranteed, that any contract for a project under the FIT Program signed prior to a suspension will be honoured. The Independent Electricity System Operator (IESO) Ontario Power Authority is required under the Green Energy Act (Ontario) to review and amend FIT Program rates periodically to reflect changes in renewable energy equipment costs. The Co-operative Operative is making a number of assumptions in how the Government of Ontario and the Independent Electricity System Operator (IESO) Ontario Power Authority will proceed with the FIT Program, but rates and contracts are ultimately beyond the control of the Co-Operative. Assumptions that ultimately prove to be incorrect may have a material negative affect on the Co-Operative’s profitability and solvency; (e) There is presently no market for the Shares nor is a market expected to develop. Subscribers may not be able to re-sell Shares. Transfers of Shares require Board approval; (f) The viability of the renewable energy industry in Ontario and Canada is dependent upon tax policies, government programs and environmental and other rules and regulations which provide an incentive to generate electricity from renewable energy sources. The further development of the renewable energy industry in Canada will require the maintenance and/or implementation of federal, provincial and/or municipal government programs, policies and/or regulations; (g) The Co-operative Operative may also be subject to other unknown risk factors which could potentially affect its profitability and solvency. Some of these risk factors could include, but not be limited to, failure to comply with governing statutes and increased competition; (h) My contact information may be provided to the Independent Electricity System Operator (IESO) Ontario Power Authority or other parties as required for the Co-Operative’s operations; (i) If I am admitted as a member of the Co-Operative, I will abide by all of the by-laws bylaws and policies of the Co- Co-Operative; (j) I have been informed the Co-operative Operative is accepting subscriptions for Shares in reliance upon exemptions to the requirement to provide investors with an Offering Statement available to the Co- Operative under the Co-operative under the Co- operative Operative Corporations Act (Ontario), there are significant risks associated with any investment in the Co- operative Co-Operative and that I could lose my entire investment; and (k) I have obtained a copy of the Articles of Incorporation of the Co-operative Operative or have been given the opportunity to obtain a copy of the Articles of Incorporation of the Co-operative Operative and have decided not to obtain a copy thereof.