This agreement including exhibits effective as of this date______________ is entered by and between _________________________ (“Dealer Contractor”) with its principle place of business located at ________________________________________ and VC Industries, LLC a Limited Liability Company (the “Company”) with its principle place of business located at 2151 S Ponderosa Dr. Gilbert, AZ. 85295. Dealer Contractor is hereinafter sometimes referred to as “Dealer Contractor” and “Party” and collectively with VC Industries, LLC. are referred to as “Parties.”

a. The Dealer Contractor agrees to act as a Dealer Contractor of the Company and to generate Solar Installation Contracts that will be tendered to designated Installer Partners as directed by VC Industries, LLC. and other operational groups when needed.

a. Territory: The Company hereby grants to Dealer Contractor the non-exclusive right to represent the Company’s offering in territories agreed to by the written consent of both the Company and Dealer Contractor and set forth in Exhibit A, which may be amended by the Parties in writing from time to time (collectively, the “Territory”). Dealer Contractor may use Representatives to perform its obligations; provided, however, that Dealer Contractor is obligated to train and supervise such Representatives and to pay any and all expenses, licensing fees and commissions of such Representatives.

b. Performance: Dealer Contractor shall use its best efforts to obtain and tender solar contracts in the Territory.

c. Covenants. Dealer Contractor covenants and agrees that it (i) will not, and does not have the authority to, enter into any agreement, whether written or oral, with any person or business entity on behalf of the Company, (ii) will make no express or implied warranty with respect to any of the Dealer Contractor Services and will cause the Representatives to do the same that are in any ways outside of the express written warranties stated in legal Company contracts and (iii) will not accept any payment, fees, or other consideration from any Solar Installation Contract on behalf of the Company or any Solar Financing Company unless expressly advised to do so by Company in writing.

d. Dealer Contractor Covenants. Dealer Contractor shall, and shall cause the Representatives, to comply with good business practices. Dealer Contractor shall, and shall cause the Representatives to, only use the then-current sales, marketing, and other documentation identified by the Company and will not add to, supplement, delete from, or modify any such documentation without the prior written consent of the Company. Dealer Contractor hereby agrees that the Company shall have and is hereby assigned any and all right, title, and interest in and to any such suggested modifications, design changes, or improvements of or to the Dealer Contractor Services without the payment of any additional consideration therefore either to Dealer Contractor, its employees or agents, or other customer or client of either Dealer Contractor or the Company.

e. Compliance with Law. Dealer Contractor represents and warrants that it and the Representatives are in compliance (and Dealer Contractor covenants and agrees to remain in compliance (and keep the Representatives in compliance) during the Initial Term and any Renewal Term hereof) with all applicable federal, state, local and foreign laws, regulations, or orders with respect to the Dealer Contractor Services and the obligations of Dealer Contractor and the Representatives hereunder. In addition, Dealer Contractor is responsible for all direct licensing costs of the Representatives, including costs of fingerprinting, applications, postage, fees to applicable jurisdictions and any all fines, if any, arising out of Dealer Contractor’s failure to keep himself and the Representatives in compliance with law.

f. Dealer Contractor Expenses. Dealer Contractor is solely responsible for all of the costs and expenses of operating its business and originating Solar Customer Contracts and Solar Installation Contracts pursuant to this Agreement.

g. Required Documents: Dealer Contractor hereby covenants and agrees that it and the Representatives must exclusively submit to the Company all potential Customers and Required Documents generated by any of them during the Initial Term and any Renewal Term hereof. Dealer Contractor covenants and agrees not to (i) retain Required Documents or Customers for its own account or the account of others, or (ii) retain a potential Customer, Customer or Required Documents for its own account or otherwise tender the Required Documents to any Solar Financing Company or Solar Installation Company or to any of their respective competitors other than via the Company and as directed by the Company. Dealer Contractor acknowledges that the Company may subsequently tender the Required Documents generated by Dealer Contractor to a Solar Installation Company and/or a Solar Financing Company in the Company’s sole discretion.

h. Acceptance of Required Documents and Contract Package: To be an Accepted Contract Package and to be eligible for a Commission, Dealer Contractor must (i) scan a PDF copy of the Required Documents to the Company within two (2) calendar days of execution, and (ii) deliver the original executed Required Documents to the Company within five (5) calendar days from execution. Failure to timely deliver the scanned copy and original copy of the Required Documents will result in Dealer Contractor receiving no consideration for an Accepted Contract Package, and to the extent that any Commission or amounts delivered in advance of a Commission has been paid to Dealer Contractor prior to the expiration of the time periods referenced in (i) and (ii) above, such amounts must be refunded to the Company within three calendar days after notice by the Company. Upon delivery of the Required Documents, the Company shall determine, in its sole discretion, whether (i) such Required Documents are complete, and (ii) whether to tender such to a Solar Installation Company and a Solar Financing Company. If the Company determines to tender such Required Documents to a Solar Financing Company and a Solar Installation Company, and if such are accepted by such Solar Installation Company and Solar Financing Company pursuant to their respective policies and procedures, then the Company shall notify Dealer Contractor in writing, by email or by a Company website.

i. Commission: Dealer Contractor shall be entitled to, and shall otherwise have “earned,” a Commission when (i) the Solar Products are properly installed pursuant to the Company’s policies and procedures, including, without limitation, that power has been turned on and has been approved to be turned on, and (ii) the Accepted Contract Package as Installed is otherwise in Good Standing. Once earned, the amount of the Commission to be paid to Dealer Contractor for each Accepted Contract Package as Installed is either set forth in the Bright Planet Solar Dealer Contractor Agreement Term sheet (hereafter, Exhibit A), all subject to the terms and conditions of this Agreement. Dealer Contractor acknowledges and agrees that the amount of the Commission will be on an as Installed basis if there is any “change order” or deviation from the submitted Accepted Contract Package. Dealer Contractor further acknowledges and agrees that unless the Required Documents pertaining to a Customer are both an Accepted Contract Package, and in Good Standing, then Dealer Contractor is not entitled to any compensation or commission (including, but not limited to, the Commission) for any Required Documents generated hereunder. In addition, Dealer Contractor acknowledges and agrees that the only consideration to which Dealer Contractor is entitled from the Company is as set forth on Exhibit A. Further, Dealer Contractor is not entitled to any reimbursement that is not pre-approved by the Company in writing. Moreover, the Representatives shall only be compensated pursuant to their respective Representative Agreements and not pursuant to this Agreement, Exhibit A or otherwise.

j. Advanced Commissions: The Company agrees to provide Dealer Contractor with an advance against Dealer Contractor’s potential Commissions hereunder (each, an “Advance”), payable pursuant to Exhibit A. Both Dealer Contractor and the Company shall keep a record of the date and amount of each Advance. The Company shall offset any such Advance against any Commissions subsequently earned by Dealer Contractor hereunder. In the event that any Advance exceeds the amount of any earned Commission, a potential Commission fails to become an earned Commissions within thirty (30) days of such Advance, or the Company in its sole discretion determines that the underlying Customer is not likely result in an “earned” Commission, then Dealer Contractor shall immediately and without further action become obligated to return the Advance to the Company, or the Company may elect to offset all such Advances against any other amounts owed by the Company to Dealer Contractor hereunder, whether earned or otherwise.

a. Term: The initial term of this Agreement shall begin on the Effective Date and shall continue until the expiration of one year from the Effective Date, unless terminated prior pursuant to Section 2c be either Party.

b. Term Renewal: Upon expiration of the Initial Term, unless Dealer Contractor notifies the Company in writing prior to the date that is 90 days prior to expiration of the Initial Term or any Renewal Term, this Agreement shall automatically renew for additional one-year terms (each, a “Renewal Term”), unless otherwise amended in writing by the Parties.

c. Termination for Cause: Notwithstanding anything to the contrary in the Agreement, the Company may, at its sole discretion, terminate this Agreement immediately for Cause. For the purposes of this Agreement, “Cause” shall include any of the following: the failure of Dealer Contractor to use its best efforts to attempt to generate Customers; failure to perform in a competent manner or to the Company’s satisfaction; or conduct that reflects unfavorably on the Company.

a. Upon termination of this Agreement, Dealer Contractor shall (a) immediately discontinue its use of the Company’s trade name, all proprietary information of the Company, and any and all of the Company’s intellectual property, (b) immediately cease making any representations or statements from which it might be inferred that a current business relationship exists between Dealer Contractor and the Company or Financing Company, (c) not be entitled to any Commission, or other amounts except those earned before termination, (d) any and all advanced amounts not constituting Commissions that were previously made by the Company to Dealer Contractor shall become immediately due and payable to the Company, (e) continue to be bound by the Non-competition Period and Non solicitation Period, as applicable, and (f) continue to treat any and all proprietary information as secret and confidential. In addition, Dealer Contractor shall immediately return to the Company, at Dealer Contractor’s expense, all Proprietary Information of the Company then in Dealer Contractor’s possession or under the Company’s control.

a. Each Party hereto shall be responsible for their own respective tax obligations.

a. Right to Use.: The Company grants to Dealer Contractor the nonexclusive right to use the Company’s trade name(s) during the term of this Agreement and solely in conjunction with the provision of the Dealer Contractor Services for the benefit of the Company Business. The Company reserves the right to adopt marketing and branding guidelines, and Dealer Contractor agrees to comply with such marketing and branding guidelines, which may include a requirement that Dealer Contractor co-brand with the Company or others, upon thirty (30) days’ advance written notice from the Company. The Company in its sole discretion reserves the right to modify any of such marketing and branding guidelines from time to time, and the Company may require Dealer Contractor to comply with such modified marketing and branding guidelines upon the delivery of at least thirty (30) days’ advance written notice.

b. Trademarks: Neither the Company nor Dealer Contractor grants any right in their respective trade names or in any other trademark, trade name, service mark, business name or goodwill of the Company or the Company, except as set forth in this Section.

c. Termination: Upon delivery of at least 30 days’ prior written notice or immediately upon termination or expiration of this Agreement, the Company may terminate any of Dealer Contractor’s rights under this Section any and all rights or privileges granted by the Company to Dealer Contractor under this Section shall immediately expire and Dealer Contractor shall immediately discontinue any such use.

a. During the period commencing on the date of this Agreement and ending on the date that is the one (1) year anniversary of the date on which that this Agreement is terminated (the “Non solicitation Period”), Dealer Contractor shall not, directly or indirectly, recruit, solicit, induce, or influence (or seek to induce or influence) any person who is employed by, hired by, affiliated with, or acts as a Dealer Contractor of the Company, Recruited Representative or employee of any Dealer Contractor of the Company, consultant, independent contractor, or salesperson for the Company to terminate or alter its relationship with the Company.

b. Except as permitted by the Company or as is otherwise necessary to carry out Dealer Contractor’s duties, during the Non solicitation Period, Dealer Contractor shall not, directly or indirectly, call on or solicit any person, business or other entity who or which is, or had been within the prior three years, a Customer or potential Customer, or supplier or potential supplier, of the Company with respect to the Company Business or any business similar to or competitive with the Company Business as of the termination of Dealer Contractor’s relationship with the Company under this Agreement, as the case may be.

a. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Parties. No Party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other Party. No Party shall have the power to control the activities and operations of the other, and their status is, and at all times, will continue to be, that of independent contractors with respect to each other. No Party shall have any power or authority to bind or commit the other.

a. Upon delivery of at least five Business Days written notice, the Company reserves the right in its sole discretion to make any changes to the amount of the Base Fee and of any Addition to the Base Fee so long as needed.

a. The Company retains the right to (A) refuse to enter into agreements for lack of capability or for any other reason, (B) direct the Dealer Contractor that the Company will not accept any Required Document or Accepted Contract Package from any Recruited Representative that the Company deems in its sole discretion reflects unfavorably on the Company.

a. This Agreement contains the complete agreement between the Parties and shall, as of the effective date hereof, supersede all other agreements between the Parties relating to the subject matter hereof. The Parties stipulate that neither of them has made any representation with respect to the subject matter of this Agreement or the execution and delivery hereof except such representations as are specifically set forth herein.

a. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to principles of conflicts of law. The venue for any dispute regarding this Agreement shall be the State of Arizona. It is agreed that at the option of the Company, binding arbitration by a mutually acceptable arbitrator will be used to resolve any and all disputes related to this Agreement. Such arbitration shall be conducted pursuant to the then current rules of the American Arbitration Association

a. In the event any act or omission of Dealer Contractor or any Dealer Contractor Representative, including without limitation of any breach of a representation, warranty, or covenant under this Agreement, causes or results in the (i) claim, loss, damage to, or destruction of property of the Company or any Solar Financing Company or Solar Installation Company, or any of their respective affiliates, members, shareholders, officers, employees, independent contractors managers or third parties (collectively, the “Representatives”), and/or (ii) death or injury to persons, including but not limited to employees or independent contractors of the Company, any Solar Financing Company or any Solar Installation Company or any of their Representatives, then Dealer Contractor shall indemnify, defend, and hold the Company, the Seller Financing Companies, and Solar Installation Companies and their respective Representatives harmless from and against any and all claims, actions, damages, demands, liabilities, costs, and expenses including reasonable attorneys’ fees and expenses, resulting there from.

a. Dealer Contractor may not assign its rights or obligations or any part thereof, under this Agreement to any person or entity party without first obtaining the other Company’s written consent. The Company may unilaterally assign this Agreement to any affiliate of the Company or third party without notice to Dealer Contractor.

a. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.

a. The Company may offset any amounts owed to the Company by Dealer Contractor against any Commission or other amounts owed to Dealer Contractor by the Company.

In witness whereof Parties have executed this Agreement to be effective for all purposes as of the effective date.

1. Commission Amount: “Earned” commission on accepted Contracts will be calculated by multiplying the system size (in DC kW) by the difference between Price Per Watt charged and the Base EPC Fee plus any additional adders.

2. Base EPC Fee: The prices below are for Engineering, Procurement of materials and Construction (EPC services) of solar systems funded through our Financing Company. The standard installation covered by this pricing is as follows: Standard PV modules, string or solaredge inverters, roof mounted system sized at 5.28 kW or greater.

3.

a. Base EPC or Redline:

i. VC Industries, LLC grants Dealer Contractor $2.10 per watt base EPC/Redline known as Stability Plan Tier 1 as long as dealer pays the service fee of $2000 monthly and sells between 0-7 PV solar systems per month.

ii. Dealer Contractor advances to Stability Plan Tier 2 with a service fee of $4000 to retain a $2.10 per watt EPC/Redline. This tier applies to Dealer Contractors selling 8-14 qualified PV systems within a calendar month.

iii. Dealer Contractor advances to Stability Plan Tier 3 with a service fee of $6000 to retain a $2.10 per watt EPC/Redline. This tier applies to Dealer Contractors selling 15+ qualified PV systems within a calendar month.

b. Adjustments to Base EPC Fee:

i. (REFERENCE to ATTACHED IMAGE)

Dealer Contractor Adder Costs. (Subject to change based on market)

4. Commission Payment Schedule: Commissions are earned when the system is installed, inspected and operating. Earned commissions will be paid in two parts: an advance of 30% (or flat $2000 whichever is less depending on financing option) of total commission net 15 after the Contract is accepted and design approved, and the balance of earned commission net 15 following the installation and inspections of the system.

5. Commission Chargebacks- The Company will charge back any and all amounts paid on cancelled projects or any projects that are not active/progressing for 90 consecutive days. The chargebacks will be taken out of other commissions owed or be invoiced for re-payment at the Company’s discretion.

MINIMUM CRITERIA: ACCEPTED CONTRACT PACKAGE

In order to be eligible for purchase by the Company and to become an “Accepted Contract Package,” the following minimum criteria must be met for each of the Required Documents generated by the Dealer Contractor. “Required Documents” are defined as the executed contract documents, interconnection agreements, rebate documents, along with any other required documents as identified and delivered to Dealer Contractor by the Company.

1. Each Solar Customer Contract must have been approved by the Company, including the approval by the Company of the Customer’s creditworthiness as determined in the sole discretion of the Company.

2. Utility Bill(s) showing all Utility information as well as 12 months usage (when available).

3. Each Solar Customer Contract and Solar Installation Contract shall not have originated from or otherwise be subject to the laws of any jurisdiction which would make unlawful the sale, transfer and assignment of such account.

4. The Solar Customer Contract and Solar Installation Contract must have been generated within the Territory.

5. The Required Documents must be in Good Standing and signed correctly by property owner (digitally or “wet signature” where required by AHJ, Utility, HOI, or the Company).

6. The Required Documents shall meet the criteria as identified by the Company from time to time.

7. The Required Documents must have been originated by Dealer Contractor or Representatives, and Dealer Contractor and such Representatives must have been properly licensed by all applicable governing bodies/authorities at the time of sale and install.

8. The Customer must be the homeowner of the applicable residence on which Solar Products are installed.

1) Territory

a) For purposes of this Agreement, “Territory” shall mean: Any geographic area within the aforementioned state of Arizona (North and South). The Company reserves the right to cancel any project that is not within the service area of the company, which changes from time to time.

Notwithstanding anything to the contrary contained on this Exhibit C, in the Dealer Contractor Agreement, or any other Exhibit hereto, Dealer Contractor hereby agrees that the Company shall be entitled to unilaterally change, amend or alter any of the Territory set forth this Exhibit C or otherwise add or subtract any geographic area to or from this Exhibit C, upon ten (10) days or prior written notice to Dealer Contractor.

NON-CIRCUMVENTION AGREEMENT

This Non-Circumvention Agreement (this "Agreement") is entered into as of this date______________, and is by and between ____VC Industries, LLC____ (“Presentor”) and ___________________ (“Presentee”), together with each of Presentor’s and Presentee’s officers, directors, shareholders, agents, employees, consultants, attorneys and affiliates.

RECITALS

WHEREAS, Presentor has a business investment opportunity which it desires to present to Presentee and any and all other opportunities relating to or derived from such opportunity (the "Opportunity"), and intends to assist Presentee with respect to the Opportunity; and

WHEREAS, Presentee has an investor (the “Investor”) who is interested in participating in the opportunity; and

WHEREAS, Presentor desires and Presentee agrees that prior to identification of the Opportunity by Presentor and the Investor by Presentee, each of Presentor and Presentee must agree to certain non-circumvention and nondisclosure covenants; and

WHEREAS, Presentee desires to be presented with the opportunity to acquire the Opportunity and Presentor desires to present the opportunity to the Investor.

NOW, THEREFORE, for good and adequate consideration, the receipt of which is hereby acknowledged, the parties hereto, agree as follows:

ARTICLE I

NON-CIRCUMVENTION

Section 1. Further contacts with the Opportunity (Non-Circumvention). Presentee agrees not to contact or initiate contact at any time for any purpose, either directly or indirectly, the Opportunity or any officers, directors, shareholders, consultants, attorneys, employees, agents or other affiliates of the Opportunity, or any other property or properties whose identity was revealed through the efforts of Presentor, unless such approval is specifically granted in written form by Presentor on a case-by-case basis. Presentee further agrees not to undertake any transaction or a series of transactions of any kind with the Opportunity or to collect any fees in connection with the Opportunity without the express prior written agreement of Presentor, which agreement may be withheld in Presentor's sole discretion.

Section 2. Trade Secrets. Much of the business information communicated to Presentor by Presentee and by Presentee to Presentor may be trade secrets to such party. Each of Presentee and Presentor agrees to preserve the secrecy of said information. All information which becomes known through the course of business conducted by and between Presentor and Presentee shall be deemed trade secrets. Said trade secrets include, but are not limited to, prepared information packages; financials; related documents; names of potential acquisitions, intermediaries, contacts and deal sources; deal structures and financial considerations. Each of Presentee and Presentor agrees to preserve and protect the secrecy and confidentiality of such information and shall disclose same to no third party without the express written permission from the other. This prohibition shall be enforced from the date of this agreement and for a period of five years thereafter.

Section 3. Applicability of Agreement. Presentor and Presentee both agree that the provisions of this Agreement extend to the employees and officers of their respective companies/businesses. Said principals further agree to provide the requisite internal security of the subject data within their respective organizations.

ARTICLE II

MISCELLANEOUS

Section 1. Dispute Resolution. In the event of any dispute, controversy, or claim related to or arising from the terms of this Agreement, the parties hereto hereby agree that any such dispute, controversy or claim shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Said arbitration shall be conducted in Orange County, California, by a single arbitrator. Such dispute resolution shall be in accordance with the applicable substantive laws of the state of California. The prevailing party shall be entitled to all fees and costs arising therefrom, including, but not limited to, attorney's fees and costs.

Section 2. Authority. Each of Presentor and Presentee hereby represents that it has full right, power and authority to execute this Agreement and to perform the actions contemplated hereby. Upon execution of this Agreement, each of Presentor and Presentee hereby binds its representatives and heirs and all subsidiaries and firms affiliated with Presentor or Presentee, as the case may be, under the terms of this Agreement.

Section 3. Integration and Severability. This Agreement constitutes the entire agreement between the parties hereto regarding the transactions contemplated hereby. In the event a term or terms of this Agreement is/are held to be unenforceable or unlawful, the remaining terms of this Agreement shall continue in full force and effect.

Section 4. Notices. All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person or by registered or certified mail, return receipt requested, postage and fees prepaid, or by overnight courier, receipt signature required, or by telecopier transmission, with verification of the transmission received by the sender, to the parties as set forth below or at such other place as either party may, by written notice to the other, direct:

If to Presentor:

VC Industries, LLC.

2151 S. Ponderosa Dr.

Gilbert, AZ. 85295

Email.: jesse@vcsolarco.com

Attn: Jesse Alo

If to Presentee:

___________________________

___________________________

___________________________

___________________________

Facsimile No.: _________________

Attn: _________________________

Any party hereto may change the address designated for mailing by written notice to the other party. All such notices shall be deemed to be given when delivered in person or telecopied, or if placed in the mail as aforesaid, then four days thereafter.

Section 5. Counterparts. This Agreement may be executed simultaneously in one or more counterparts, including telecopy facsimiles, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.

Section 6. Amendments. This Agreement may only be amended, supplemented, or otherwise altered with the express written consent of all parties hereto. The Parties hereto, agreeing to be bound, hereby execute this Agreement effective the date first set forth above.

PRESENTOR

By: ______________________________

Name: ___________________________

Title: ____________________________

PRESENTEE

By: ______________________________

Name: ___________________________

Title: ____________________________