Products Purchase Agreement

SunRize Platinum Supreme

Project SunRize/White-Vogue Industries, Inc.

This “Agreement” is between White-Vogue Industries, Inc. doing business as (“SunRize”), and the GEM&M’S, as the signatory to this Agreement (“Buyer”). The Agreement consists of (1) the below Price Sheet and (2) the attached terms & conditions and is effective on the date that you agree to this Agreement (by electronic acceptance, signature, or e-mail).

Price Sheet

Buyer information:

SunRize entity:

SunRize, Inc./White-Vogue Industries, Inc.

Energy Products and Contract Price:

SunRize Platinum Supreme Home Solar System 9.6 KW Home Solar System & installation (+ or - 5%) . . . $2.39 per watt or $22,944. (Plus, applicable sales tax in states that require the same). (In states that allow the same a 3% fee will be added for credit card charges).

Or:

SunRize Five-Diamond Preeminence Home Solar System 9.6 KW Home Solar System & installation (+ or - 5%) . . . $2.69 per watt or $25,824.
*Estimate based on cost-plus 69 cents ($0.69) per watt transparent disclosed price. See provision 3 below (contract price).

Add ons:

Fortress Battery(s) 18.5 KW . . . (add 20% disclosed commission over cost for one to two batteries . . .. 15% disclosed commission over cost on three or more batteries). Installation of battery estimated $1,000 (actual charge cost plus 20%).

Schedule of Payments:

Cash: Payment due upon Execution of this Contract.
Financing: $500 down payment due upon Execution of this Contract. Balance Due Upon Receipt of Financed Funds.

Energy Product Purchase Agreement

Terms & Conditions

Authorization; Representations

By your acceptance of this Agreement (by electronic acceptance, signature, or email), you represent and agree that you are an authorized representative of Buyer, permitted to bind Buyer in this Agreement. If applicable, you and Buyer further represent and warrant to SunRize that all financial information that you or Buyer has provided to (or will provide) SunRize is true and accurate and fairly represents Buyer’s financial position as of the date it was provided. SunRize may terminate this Agreement if Buyer breaches any of the representations in this Section 1 are incorrect.

Purchase

Buyer agrees to purchase the “Products” indicated in the Price Sheet. SunRize agrees to sell Buyer the Products and install them at the address you provided in the Price Sheet (the “Site”). References to specific products as applicable, only apply if the Buyer purchases those products. Notwithstanding the above, prior to installing the Products, SunRize may review Buyer’s credit, and SunRize shall have the right to terminate this Agreement in its sole discretion based upon the outcome of such credit review.

Contract Price

The Price Sheet shows the price of the Products and their installation (“Contract Price”). Subject to Section 4, the Contract Price does not include any sales taxes which will be billed separately. The Contract Price does not include, and SunRize is not obligated to provide, any ongoing services in connection with the Products (including maintenance services), except as required in connection with SunRize’s limited warranties in Section 12. The contract price is subject to full transparency and disclosure. The buyer will pay the actual cost of the home solar system plus a disclosed markup of sixty-nine cents ($.69) per watt. The actual cost of the system will be defined as the cost of all products associated with the installation including panels, inverters, racking, wiring, permitting fees, etc. and the fees/wages we pay for installation. After calculating the actual cost and adding the SunRize disclosed commission, the buyer will be billed for any excess charges or refunded any overage.

Changes to Price Sheet

(a) SunRize’s obligation to install the Products is conditioned on such work falling with SunRize’s “Standard Scope”, which assumes standard wage rates, no unforeseen site conditions, no significant upgrades to existing electrical works, interconnection fees not to exceed $1,000 and customary government costs, taxes and fees. Further information about what constitutes SunRize’s Standard Scope is available upon request.
(b) SunRize has the right to update the Price Sheet if, upon further diligence regarding the Site, SunRize determines that there are conditions outside of the Standard Scope. If Buyer does not reject the updated Price Sheet within thirty (30) days and cancel this Agreement, the changes will be deemed accepted.
(b) In addition, SunRize may in its sole discretion determine that because of issues beyond the Standard Scope, SunRize will not install the Products. In such case, SunRize may terminate this Agreement by notice to Buyer, and if applicable shall refund the Order Payment.

Installation Service

SunRize will contact the Buyer to schedule the installation of the Products. The Buyer warrants his roof is in good condition and not in need of repairs. If repairs are required, the Buyer will be required to authorize the same in a separate contract. SunRize will charge the Buyer a disclosed 20% markup over the actual cost of any Roof Repairs. If upon initial inspection the Buyer’s roof needs repairs and the Buyer does not want to authorize the same, the Buyer will receive a refund of his/her purchase price minus a $500 service fee. The Installation will be performed by SunRize or an affiliate or subcontractor, at SunRize’s election. Buyer authorizes SunRize, or its affiliate or subcontractor to submit on Buyer’s behalf any permit or interconnection application that is required in connection with the Products. Buyer also agrees to give SunRize, or its affiliate or subcontractor access to the Site as scheduled so SunRize can install and service the Products. The buyer is responsible for all existing property conditions at the Site, whether known or unknown.

Payment

By entering into this Agreement, Buyer agrees to pay the Contract Price as described in the Price Sheet. SunRize may provide combined or separate invoices for each of the Products. The title to the products will transfer to the Buyer after SunRize (i) completes installation and (ii) receives payment in full of the Contract Price.

Order Payment

The Order Payment (if any) that Buyer previously paid for the Products is now non-refundable, except in the circumstances described above. When this Agreement becomes effective, SunRize incurs significant costs preparing to install the Products. The Order Payment is a reasonable estimate of the damages SunRize would incur if the Buyer cancels its order before the Products are installed.

Privacy

The SunRize Customer Privacy Policy is part of this Agreement. You, as the authorized representative of Buyer, agree to be contacted at the phone number listed in the Price Sheet with more information or offers about SunRize products. You understand these calls or texts may use automated dialing or pre-recorded messages. This consent is not a condition of purchase. You may opt-out of this consent at any time.

Intellectual Property

SunRize owns all intellectual property rights associated with the Products. SunRize grants Buyer a non-exclusive license to use any embedded software in connection with the operation of the Products only.

Remote Monitoring and Firmware Upgrades

(a) Buyer agrees that SunRize may access the Products remotely to monitor performance, perform diagnostics and upgrade firmware. This monitoring requires a high-speed internet line (provided at Buyer’s cost) to operate. If the Buyer does not maintain this internet connection the monitoring will not function. SunRize shall not be responsible for any issues arising from the Buyer’s failure to provide an internet connection or a failure of monitoring arising from the same.
(b) “Buyer Data” consists of the data related to the Products which SunRize makes available to the Buyer via the SunRize app or any other performance monitoring provided by SunRize. Buyer Data shall be owned by Buyer. SunRize may use Buyer Data (i) to perform its obligations under this Agreement including any warranties, (ii) to improve SunRize's products and services generally (including by performing analyses on such information), and (iii) to aggregate with other data. Public disclosure of such information by SunRize is permitted if neither Buyer nor the owner or long-term occupant of the site where the Products are located (the “Site Host”) could reasonably be identified from the publicly disclosed information.
(c) Any information obtained by SunRize through remote monitoring of the Products that is not Buyer Data shall be owned by SunRize (“SunRize Data”), shall be confidential information of SunRize, and shall not be required to be made available by SunRize to any person.

Maintenance & Operation

SunRize will provide the Buyer with an initial copy of the Solar Operation and Maintenance Guide (which may be updated from time to time, the “Manual”). The Manual provides the Buyer with operation and maintenance instructions, answers to frequently asked questions, and service information. Buyers must maintain and operate the Products in accordance with the instructions in the Manual.

Limited Warranties

The Products and installation work are covered by the following limited warranties. THESE ARE THE ONLY EXPRESS WARRANTIES MADE IN CONNECTION WITH THE PRODUCTS AND INSTALLATION WORK. Any other warranties, remedies, and conditions, whether oral, written, statutory, express, or implied (including any warranties of merchantability and fitness for purpose, and any warranties against latent or hidden defects) are expressly disclaimed. If such warranties cannot be disclaimed, SunRize limits the duration of and remedies for such warranties to the durations and remedies described below:

Solar panels

The solar panels are covered by a warranty from their manufacturer. This warranty will be at least 12 years for workmanship and will guarantee at least 80% of nameplate power capacity for at least 25 years. This warranty will be transferred to the Buyer automatically when SunRize receives the Contract Price. At Buyer’s request, SunRize will make any claim under this warranty on the Buyer’s behalf and perform any related labor at our cost.

Inverter

The inverter is covered by a warranty from its manufacturer. This warranty will cover defects for at least 10 years and will be transferred to the Buyer automatically when SunRize receives the Contract Price. At Buyer’s request, SunRize will make any claim under this warranty on the Buyer’s behalf and perform any related labor at our cost. If Buyer needs

	to replace the inverter after this warranty expires, please contact SunRize and we will help Buyer obtain and install a replacement, both at Buyer’s cost.

Workmanship	SunRize warrants that (a) SunRize’s installation workmanship will be free from defects for 10 years from the date the Products are installed (or, in the case of main panel or structural upgrades, 1 year from the date those upgrades were performed); (b) SunRize’s installation workmanship will not invalidate the manufacturer’s warranty for SunRize’s solar panels or inverter or the applicable SunRize Limited Warranty; (c) all roof penetrations SunRize make will be watertight for the longer of 10 years or until the end of any existing installation warranty or new home builder performance standard for the roof, and (d) SunRize will not damage the Site during our installation of the Products. If SunRize breaches this warranty, SunRize will repair the defective work, roof penetration, or damage at SunRize’s cost. If SunRize cannot do this itself, SunRize will pay for someone else to do it. Such repair work shall not extend the original warranty period, but the remainder of the original warranty period shall apply to the repair work.

Warranty Exclusions

The “Workmanship” warranty above does not cover any defect caused by (1) events beyond SunRize’s reasonable control, including but not limited to lightning, flood, earthquake, fire, excessive wind and other extreme weather events, accidents, abuse, misuse or negligence; (2) Buyer’s failure to operate or maintain the Products in accordance with the applicable Owner’s Manual(s); (3) strikes by balls or other objects, dirt, dust, bird excrement, animals, insects, foliage or algae growth; (4) roof leaks caused by ordinary wear and tear, or water entering around a fitting, accessory or other material not installed by SunRize; (5) any material or equipment connected to the Products that were not installed by SunRize; or (6) someone other than SunRize installing, altering, removing, re-installing or repairing any part of the Products unless that person does so in compliance with the Owner’s Manual(s). The “Workmanship” warranty also does not cover (i) any defects in the equipment or components incorporated into SunRize’s work (such as breakers, electrical panels, soft-start devices for HVAC equipment, etc.); (ii) pre-existing conditions at the Site, including but not limited to unpermitted conditions, improper electrical wiring, defects in the roof structure that cause it to sag over time, skylight or exhaust vent heights that are reduced by the Solar System, cracked or crumbling masonry, or inadequate attic ventilation; (iii) normal wear and tear or deterioration, or superficial defects, dents or marks that do not impact the performance or functionality/integrity of the Products; or (iv) theft or vandalism. The warranties for “Solar panels”, “Inverter” “Powerwall” or “Powerpack” (as applicable) above are not subject to the above exclusions but are subject to other exclusions which are described in the relevant warranty document.

IP Indemnity

(a) As used in this Section 14, “Representatives” means Buyer and Buyer’s affiliates, and their respective directors, officers, partners, members, shareholders, agents, employees, subcontractors, successors, and assigns; “Losses” means damages and liabilities, including reasonable attorneys’ fees; and “Claim” means a claim, action, suit, proceedings, demand, investigation or assessment made or brought by any third party.
(b) SunRize shall indemnify, defend, and hold harmless Buyer and its Representatives from any Losses arising out of any Claim alleging that the Products infringe the intellectual property rights of a third party. However, SunRize shall have no obligation to indemnify Buyer or any of its Representatives to the extent the Claim arises out of: (a) use of the Products in combination with any other products, materials, or equipment not expressly authorized by SunRize; or (b) any modifications or changes made to the Products other than by SunRize. If a Claim for infringement or alleged infringement of any intellectual property rights is made, SunRize may, at its own expense, (i) modify any or all of the intellectual property rights so as to avoid the infringement or the alleged infringement; or (ii) take such other action as SunRize deems reasonable to avoid or settle such Claim.

Limitation of Liability

SunRize and Buyer shall not be liable to one another for any indirect, special, or consequential damages arising out of this Agreement. To the fullest extent permitted by law, SunRize and Buyer’s aggregate liability to one another under this Agreement is limited to the Contract Price. This Section 14 applies, without limitation, to any liability arising out of any Site survey performed by SunRize or its affiliate or subcontractor in connection with this Agreement. This Section 14 does not apply to Buyer or SunRize’s obligation to indemnify the other party, as required under Section 14 or otherwise under applicable law.

Term Breach Remedies

(a) This Agreement will continue in effect until SunRize has completed the installation of the Products and received payment in full of the Contract Price unless earlier terminated as in Section 4 or this Section 16.
(b) If SunRize or Buyer is in breach of this Agreement, upon thirty (30) days prior written notice and opportunity to cure, the non-defaulting party may terminate this Agreement; and with or without terminating this Agreement, may pursue any remedy it has under this Agreement or at law, including in SunRize’s case, repossession of the Products (if the title has not yet transferred) and collection of all amounts due (including that past due, which will be charged 2% interest per annum).
(c) Provisions of this Agreement which by their nature contemplate or govern performance or observance subsequent to the termination or expiration of this Agreement shall survive such termination or expiration.

Governing Law Integration

This Agreement is governed by the laws of the State where the Products are installed. The information at the links described above is part of this Agreement. Any other terms relating to the Products that are not contained or referred to in this Agreement are not binding on SunRize or Buyer.

Assignment

SunRize may assign, sell or transfer this Agreement without Buyer’s consent in connection with SunRize’s financing activities, provided, that except in the case of an assignment as collateral only, the assignee shall be capable of performing (directly or indirectly) all of SunRize’s obligations hereunder.

Insurance

SunRize shall maintain, at its sole cost and expense, the following insurance coverage and shall, within a reasonable time of Buyer’s request, furnish to Buyer a certificate evidencing such coverage:
(a) Commercial General Liability Insurance (CGL). SunRize carries commercial general liability insurance with coverage amounts that meet or exceed those required by law.
(b) Workers' Compensation Insurance. SunRize carries workers' compensation insurance for all employees in compliance with the law.

Further Assurances

SunRize and Buyer shall each at their own cost and expense execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement.

Arbitration

Any dispute arising from or relating to this Agreement shall first be promptly referred to the senior-level management of the Parties for resolution. If SunRize and Buyer are unable to resolve any such dispute within 20 days after referral, then SunRize or Buyer may take such dispute to binding arbitration in accordance with the then-current Streamlined Arbitration Rules of the Judicial Arbitration and Mediation Services (“JAMS”). The existence, content, and result of the arbitration shall be confidential and conducted by a single arbitrator in English and in Wolfeboro, New Hampshire unless otherwise agreed by the Parties. Buyer and SunRize will each bear their own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator may, at its discretion, award reasonable costs and fees to the prevailing party. Judgment upon the award rendered in the arbitration may be entered in any court of competent jurisdiction.

PURCHASERS HAVE A THREE-DAY RIGHT OF RESCISSION. IF A PURCHASER HAS EXECUTED THIS AGREEMENT AND TENDERED THE PURCHASE PRICE, THE PURCHASER MAY ELECT, WITHIN THREE BUSINESS DAYS AFTER SIGNING THIS AGREEMENT OR BEING FIRST NOTIFIED OF THIS RIGHT, WHICHEVER IS LATER, TO WITHDRAW FROM THIS AGREEMENT AND RECEIVE A FULL REFUND AND RETURN (WITHOUT INTEREST) OF ANY MONEY PAID BY PURCHASER. A PURCHASER'S WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH SUCH WITHDRAWAL, A PURCHASER NEED ONLY SEND AN E-MAIL TO THE COMPANY ATTN: DAVID VOGEL, CHIEF EXECUTIVE OFFICER (david@sunrize.homes), INDICATING THE INTENTION TO WITHDRAW. SUCH LETTER OR E-MAIL MUST BE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. THE FOREGOING IS INTENDED TO CONSTITUTE THE NOTICE REQUIRED UNDER THE STATE STATUTES. ACCORDINGLY, EACH PURCHASER WILL HAVE THREE DAYS AFTER THE FIRST TENDER OF THE PURCHASE PRICE IS MADE BY SUCH PURCHASER TO VOID THEIR PURCHASE.

SunRize Platinum Supreme

Project SunRize/White-Vogue Industries, Inc.