SOLAR PHOTOVOLTAIC ASSET SALE AGREEMENT

Coronus Energy is a solar photovoltaic developer;

Coronus Energy is the sole member of Coronus Hesperia West 1 LLC;

Coronus Hesperia West 1 LLC is a party to a 1.2 MW_ac Power Purchase Agreement, dated March 19, 2012, with Southern California Edison;

Sycamore is a solar photovoltaic developer; and,

Sycamore has offered to purchase from Coronus Energy and Coronus Energy has agreed to sell to Sycamore certain solar photovoltaic assets on the terms and conditions set forth herein.

(a)      

“Agreement” means this Solar Photovoltaic Asset Sale Agreement including all schedules, and all instruments supplemental to or in amendment or confirmation of this Agreement;

(b)      

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

(c)      

“Closing Date” means the date on which the Closing occurs;

(d)      

“Coronus Hesperia West 1 LLC Membership” means the sole membership in Coronus Hesperia West 1 LLC;

(e)      

“Coronus Hesperia West 1 PPA” means the 1.2 MW_ac Power Purchase Agreement, dated March 19, 2012, entered into by and between Coronus Hesperia West 1 LLC and Southern California Edison;

(f)      

“Coronus Hesperia West 2 PPA” means a 1.5 MW_ac Power Purchase Agreement with Southern California Edison, pursued by Coronus Energy, but not yet obtained;

(g)      

“Hesperia West Vacant Land Purchase Agreement” means the Vacant Land Purchase Agreement for the 20 acre parcel of vacant land in Hesperia, California, having parcel number 0405-372-40, entered into by and between Coronus Energy and Bica Family Revocable Liv Tr.; and,

(h)      

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

Coronus Energy will assign the Coronus Hesperia West 1 LLC Membership, the Hesperia West Vacant Land Purchase Agreement, and the Coronus Hesperia West 2 PPA to Sycamore for $1,726,219 (the “Basic Price”).

(b)      

On the Closing Date, $817,200 will be paid by Sycamore to Coronus Energy, and, on the Closing Date, Coronus Energy will assign the Coronus Hesperia West 1 LLC Membership and the Hesperia West Vacant Land Purchase Agreement to Sycamore.

(c)      

The payment of the balance of the Basic Price, or $909,019, will be paid by Sycamore to Coronus Energy on delivery to Sycamore by Coronus Energy of the Coronus Hesperia West 2 PPA.

Coronus Energy will use its best efforts to obtain the Coronus Hesperia West 2 PPA. Coronus Energy makes no representations or warranties to Sycamore that the Coronus Hesperia West 2 PPA will be obtained.

In the event Sycamore does not purchase the Coronus Hesperia West 2 PPA, when presented with the Coronus Hesperia West 2 PPA, then title to the Coronus Hesperia West 2 PPA shall stay with Coronus Energy. In this scenario, Sycamore shall not obstruct the development of the solar photovoltaic system underlying the Coronus Hesperia West 2 PPA, and shall lease the land required for the array, inclusive of setbacks, to Coronus Energy, and/ or its assignee, at fair market rate, for a period of 21 years, with the option to renew for a further 20 years.

Coronus Energy is the sole member of Coronus Hesperia West 1 LLC

Coronus Hesperia West 1 LLC is a party to the 1.2 MW_ac Power Purchase Agreement, dated March 19, 2012, entered into by and between Coronus Hesperia West 1 LLC and Southern California Edison.

Coronus Hesperia West 1 LLC has, as its sole asset, as at the date of this Agreement and the Closing Date, the Coronus Hesperia West 1 PPA.

Coronus Hesperia West 1 LLC has no liabilities as at the date of this Agreement and the Closing Date.

Coronus Energy has good right, full corporate power and absolute authority to enter into this Agreement and to perform all of its obligations under this Agreement.

This Agreement has been duly executed and delivered by Coronus Energy and the Agreement will constitute a legal, valid and binding obligation of Coronus Energy enforceable in accordance with its terms.

Sycamore has good right, full corporate power and absolute authority to enter into this Agreement and to perform all of its obligations under this Agreement.

This Agreement has been duly executed and delivered by Sycamore and the Agreement will constitute a legal, valid and binding obligation of Sycamore enforceable in accordance with its terms.

The closing shall take place at the offices of Anfield Sujir Kennedy & Durno, counsel to Coronus Energy, in the city of Vancouver, British Columbia.

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.

Time shall be of the essence of this Agreement.

This Agreement contains the whole agreement between the parties hereto in respect of the purchase and sale of the solar photovoltaic assets and the transactions contemplated herein and there are no warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement.

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Coronus Energy may not assign this Agreement without the written consent of Sycamore, which consent shall not be unreasonably withheld. Sycamore may not assign this Agreement without the written consent of Coronus Energy, which consent shall not be unreasonably withheld.

Any notice to be given under this Agreement shall be duly and properly given if made in writing and by delivering the same to each party at their respective address provided on page 1 of this Agreement.  Any 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 hereto in accordance with the foregoing.

Per:  

Signature

Per:  

Signature