SOLAR POWER SYSTEMS AGREEMENT

THIS AGREEMENT is made effective the 27th day of December, 2012.

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

(hereinafter called “Coronus)

OF THE FIRST PART

SYCAMORE PHYSICIANS PARTNERS LLC, a limited liability company organized under the laws of the state of Ohio and having a registered office at 4010 Boardman-Canfield Road, Canfield, Ohio, U.S.A., 44406

(hereinafter called “Sycamore”)

OF THE SECOND PART

AEGIS ENERGY PARTNERS LLC, a limited liability company organized under the laws of the state of Ohio and having a registered office at 4010 Boardman-Canfield Road, Canfield, Ohio, U.S.A., 44406

(hereinafter called “Aegis”)

OF THE THIRD PART

B.             Belectric,   Inc.   (“Belectric”)   designs,   constructs,  and   installs   turnkey,   utility-scale  solar photovoltaic Solar Power Systems; and,

         scale  solar photovoltaic Solar Power Systems on the terms and conditions set forth herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree each with the other as follows:

(a)            Agreement” means this Solar Power Systems Agreement including all schedules, and all instruments supplemental to or in amendment or confirmation of this Agreement;

(b)            “Buyer” means, collectively, Sycamore and Aegis;

(c)            “Closing” means the execution of this Agreement by all parties;

(d)            “Solar Power Systems” means collectively, Solar System 1 and Solar System 2;

(e)            “Solar System  1” means a Belectric engineered, procured and constructed, turnkey, utility-scale, ground-mount, solar photovoltaic power system with an actual total peak output (AC) of 1.2 MW; and,

(f)             “Solar System  2” means a Belectric engineered, procured and constructed, turnkey, utility-scale, ground-mount, solar photovoltaic power system with an actual total peak output (AC) of 1.5 MW;

(g)            “United States” means the United States of America, its territories and possessions and any State of the United States and the District of Columbia; and,

(h)            “Utility” means the utility Southern California Edison to which the Solar Power Systems are interconnected.

This Agreement will be governed by and interpreted in accordance with the laws of the State of California and the federal laws of the United States of America applicable therein.

(a)            In addition to a non-refundable engagement fee of $50,000, payable on approval of thisAgreement by Belectric, Coronus will sell the Solar Power Systems to Buyer for $2.15 per Wp (the“Contract Price”).

(b)            The payment of the Contract Price will take place in instalments, in accordance with the followingschedule:

(i)          10% of the Contract Price is due four weeks before the start of construction;

(ii)         15% of the Contract Price will be made on completion of the supporting structure on theinstallation site;

(iii)         50% of the Contract Price will be made on delivery of the solar modules to the installationsite;

(iv)         15%  of the Contract Price  will be made  on delivery of the inverters to the installation site;

(v)          5% of the Contract Price will be made on commissioning/grid-connection; and,

(i)           5% of the Contract Price will be made on final acceptance (the “Solar Power System Acceptance”).

3.3           Belectric is to observe and account for the conditions of the power purchase agreements of the Utility.

Systems;

3.7.          Belectric is to conduct any necessary site landscaping and ground compaction. The preparation of the site for construction, in particular necessary woodland clearance, excavation and compaction of earth, is     the responsibility of Belectric.

         of the amount of the fault rectification costs. Otherwise, major faults are deemed to exist only if the total fault rectification costs exceed $25,000 per MWp.

         a third-party, Belectric will assist Buyer in the assertion of its claim.

Pursuant to an Operations and Maintenance Agreement (the “O&M Agreement”), to be negotiated in good  faith  between  Coronus,  on  behalf  of  Buyer,  and  Belectric,  Belectric  shall  be  responsible  for managing the operation of the Solar Systems for a period of five years, and will receive, in remuneration for the services to be provided under the O&M Agreement, remuneration in the amount of $22.50 per kWp per year (the “O&M Price”). O&M Price to include a standard escalation of 2% per year after year one.

10.1         Belectric is to provide all services necessary for delivery to Buyer of turnkey, operation ready Solar Power Systems, and the switchgear connection thereof to the grid of the Utility.

11.1         In the event that any proceeding, litigation or action (an “Action”) is taken by any party or parties hereto against any other party or parties in respect of this Agreement or the transactions contemplated hereunder,

         any and all costs incurred by the prevailing party or parties in respect of such Action shall be paid by the unsuccessful party or parties to such Action.

         of Coronus, which consent shall not be unreasonably withheld. Coronus may not assign this Agreement without the written consent of Buyer, which consent shall not be unreasonably withheld.

        notice given as aforesaid shall be deemed to have been given or made on the date on which it was delivered.  Any party hereto may change its address for notice from time to time by notice given to the other parties

    shall comprise one and the same instrument and, notwithstanding their date of execution, shall be deemed to bear the date as of the date above written.