ISUN, INC. (Form: 8-K, Received: 10/05/2021 16:27:54)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2021 (September 30, 2021)

ISUN, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37707	42-2150172
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

400 Avenue D, Suite 10, Williston, Vermont 05495

(Address of Principal Executive Offices) (Zip Code)

(802) 658-3378

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		ISUN		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

The information disclosed under Item 2.01 of this Current Report is incorporated herein by reference.

Loan Agreement

On September 30, 2021, iSun, Inc. (the “Company”) entered into a Loan and Security Agreement (the “Loan Agreement”) with B. Riley Commercial Capital, LLC, as Lender. The proceeds of the Loan Agreement are expected to be used for acquisition finance, general corporate purposes, and working capital.

The Loan Agreement provides for a $10,000,000 loan facility to the Company (the “Loan”) with a maturity date of October 15, 2022 (the “Maturity Date”), at an interest rate of 8.0% per annum. The Loan is secured by an intellectual property security agreement (the “IP Security Agreement) entered into in connection with the Loan, and by all assets of the Company and its wholly-owned subsidiaries: e-VIP Antlia LLC, a Delaware limited liability company, e-VIP Ara LLC, a Delaware limited liability company, e-VIP Aries LLC, a Delaware limited liability company, iSun Energy LLC, a Delaware limited liability company, iSun Residential, Inc., a Delaware corporation (“iSun Residential”), iSun Utility, LLC, a Delaware corporation, and Peck Electric Co., a Vermont corporation (together, the “Affiliates”). Each of the Affiliates is a guarantor of the Loan. The outstanding balance of the Loan is due in full on the Maturity Date. The Loan Agreement provides for voluntary prepayment without premium or penalty, subject to certain conditions and exceptions. The Loan Agreement also provides for mandatory prepayments upon the occurrence of any of the following events: (i) closing of any sale of the assets of the Company or the Affiliates, in which case the Company will make a mandatory prepayment in the amount of such sale; (ii) upon the closing of any sale of debt or equity securities of the Company, in which case the Company will make a mandatory prepayment in the amount of the net proceeds of such sale; or (iii) upon sales under the Sales Agreement between the Company and B. Riley Securities, Inc., disclosed on Current Report on Form 8-K, dated June 22, 2021, in which case the Company will make mandatory prepayments with the net proceeds from such sales. In connection with Loan the Company issued an Irrevocable Placement Notice to B. Riley Securities, Inc. (the “Placement Agent”) under the At Market Issuance Sales Agreement dated June 21, 2021 between the Company and the Placement Agent pursuant to which the Company directed the Placement to sell on a monthly basis up to and including twenty percent (20%) of the average monthly trading volume of the Company’s shares of Common Stock on Nasdaq as calculated on at trailing 30-day basis. Sales by the Placement Agent may commence on October 10, 2021 and continue until such time as all obligations of the Company under the Loan Agreement have been paid in full. The Company agreed to pay all of the Lender’s expenses in connection with the Loan, accordingly, the Company received net proceeds of approximately $9,965,000 on September 30, 2021.Upon repayment in full of the Loan the Company is required to pay an origination fee of 4% of the original principal amount of the Loan, provided that such fee shall increase by 1% on January 15^th and the 15th day thereafter up to a maximum of 7% in the aggregate.

The Loan Agreement contains customary representations and warranties, covenants and events of default. The covenants set forth in the Loan Agreement include certain affirmative and negative operational and financial covenants, including, among other things, restrictions on the Company’s ability to incur certain liens, make fundamental changes to its business or engage in transactions with affiliates.

In addition, the Loan Agreement provides for certain events of default, the occurrence of which could result in the acceleration of the Company’s obligations under the Loan Agreement. Events of default include, but are not limited to failure by the Company (i) to make any payment of principal or interest when due, (ii) to perform its obligations under the Loan Agreement, or abide by its covenants, or agreements in the Loan Agreement, subject to applicable cure periods, (iii) certain breaches of representations or warranties, or (iv) the initiation of bankruptcy proceedings. Upon an event of default, the interest rate will be increased by an additional 3.0% on all amounts owed under the Loan Agreement.

First Amendment to Agreement and Plan of Merger

On September 30, 2021, the Company entered into a First Amendment (the “Amendment”) to the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, iSun Residential, iSun Residential Merger Sub, Inc. (“Merger Sub”), a Vermont corporation and wholly owned subsidiary of iSun Residential, and SolarCommunities, Inc. d/b/a SunCommon (“SunCommon”), a Vermont benefit corporation, and Duane Peterson, James Moore, and Jeffrey Irish. The Amendment provides that any Earn-Out Consideration, as defined in the Merger Agreement, will be paid in cash.

Letter Agreement

On September 30, 2021, the Company, iSun Residential, and Merger Sub entered into a First Amended and Restated Letter Agreement (the “Letter Agreement”) with SunCommon, Duane Peterson, James Moore, and Jeffrey Irish. The Letter Agreement amends and restates in its entirety a Letter Agreement dated September 8, 2021, and provides for a loan by the Company to each of Duane Peterson, James Moore, and Jeffrey Irish in the respective amounts of $963,000, $963,000, and $484,000 (the “SunCommon Loans”). The Letter Agreement provides that prior to the closing of the merger pursuant to the Merger Agreement (the “Merger”), each of Duane Peterson, James Moore and Jeffrey Irish made a capital contribution to the Company equal to the amount of their respective SunCommon Loan. Under the Letter Agreement, the Company will issue compensation to the employees of SunCommon, in an aggregate amount equal to the SunCommon Loans, at such times and in such amounts as determined by a majority of Messrs. Peterson, Moore, and Irish, in their sole and absolute discretion.

Put Agreement

Upon the closing of the Merger, the Company entered into a Put Agreement with certain of the SunCommon Shareholders. The Put Agreement provides that each SunCommon Shareholder that becomes a party thereto has the right to sell to the Company all of the shares of Common Stock received in connection with the Merger at a price equal to the Stock Consideration Per Share Price, as that term is defined in the Merger Agreement. The Put Agreement will expire on the 10^th business day following the effective registration on Form S-3 of the shares issued in connection with the Merger. The purpose of the Put Agreement is to provide protection to the SunCommon Shareholders during the period between the closing of the Merger and the effective registration of the shares.

Lockup Agreement

Upon the closing of the Merger, the Company entered into a Stockholder Lockup Agreement with each of Duane Peterson, James Moore, and Jeffrey Irish, which restricts the ability of such member to dispose of shares of Common Stock received in connection with the Merger for a period of 180 days after the Merger without the prior written consent of the Company (subject to certain exceptions set forth in the Lockup Agreement).

Employment Agreements

Upon the closing of the Merger, the Company entered into an employment agreement (the “Employment Agreements”) with each of Duane Peterson, James Moore, and Jeffrey Irish, providing for such individual’s employment by the Company, including non-competition provisions.

Irrevocable Proxy

Upon the closing of the Merger, each of Duane Peterson, James Moore, and Jeffrey Irish delivered to the Company an Irrevocable Proxy designating the Company’s President, Jeffrey Peck, as such individual’s proxy for purposes of voting all of the Company’s shares owned by such member.

General

The foregoing summaries of the Loan Agreement, the IP Security Agreement, the Amendment, the Letter Agreement, the Put Agreement, the Lockup Agreement, the Employment Agreement, and the Irrevocable Proxy are qualified in their entirety by reference to the Loan Agreement, the Amendment, the Letter Agreement, the Put Agreement, the Lockup Agreement, the Employment Agreement, and the Irrevocable Proxy copies of which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8 hereto, respectively, and are incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets

As previously disclosed, on September 8, 2021, the Company entered into the Merger Agreement. Pursuant to the Merger Agreement, on October 1, 2021, Merger Sub merged with and into SunCommon (the “Merger”), with SunCommon continuing as the surviving entity and a wholly-owned subsidiary of iSun Residential, which is a wholly-owned subsidiary of the Company. The Merger closed on October 1, 2021.

Upon the closing of the Merger, all of the outstanding shares of capital stock of SunCommon were cancelled and the holders were entitled to receive (1) an aggregate of 1,810,915 shares of Common Stock of the Company (the “Stock Consideration”), (2) $25,534,621 in cash, and (3) earn-out consideration of up to $10,000,000 upon the fulfillment of certain conditions.

The Merger Agreement contains representations, warranties, covenants and indemnities by the parties customary for transactions of this type.

The foregoing summary of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to this report and is incorporated by reference herein.

Item 3.02

Unregistered Sales of Securities

The information disclosed under Item 2.01 of this Current Report is incorporated herein by reference. Pursuant to the Merger Agreement described in Item 2.01 of this Current Report, the Company issued an aggregate of 1,810,915 shares of Common Stock in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated under the Securities Act.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01

Other Events.

On October 4, 2021, iSun, Inc. (the “Company”) issued a press release regarding the Closing, on October 1, 2021, of the Merger, as defined in Section 1.01 above. This press release is filed as Exhibit 99.1 hereto.

Forward-Looking Statements

Exhibit 99.1 contains, and may implicate, forward-looking statements regarding the Company, and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

2.1	Merger Agreement by and among iSun, Inc., iSun Residential Merger Sub, Inc., iSun Residential, Inc., SolarCommunities, Inc., Jeffrey Irish, James Moore, and Duane Peterson, dated September 8, 2021. Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on September 13, 2021.

10.1	Loan and Security Agreement between iSun, Inc. and B. Riley Commercial Capital, LLC, dated September 30, 2021

10.2	Intellectual Property Security Agreement between iSun Inc. and B. Riley Commercial Capital, LLC, dated September 30, 2021

10.3	First Amendment to Agreement and Plan of Merger, by and among iSun, Inc., iSun Residential, Inc., iSun Residential Merger Sub, Inc., SolarCommunities, Inc. d/b/a SunCommon, Duane Peterson, James Moore, and Jeffrey Irish, dated September 30, 2021

10.4	First Amended and Restated Letter Agreement, by and among iSun, Inc., iSun Residential, Inc., iSun Residential Merger Sub, Inc., SolarCommunities, Inc. d/b/a SunCommon, Duane Peterson, James Moore, and Jeffrey Irish, dated September 30, 2021

10.5	Form of Put Agreement

10.6	Form of Lockup Agreement

10.7	Form of Employment Agreement

10.8	Form of Irrevocable Proxy

99.1	Press Release of iSun, Inc., dated October 4, 2021

104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 5, 2021

	iSun, Inc.

	By:	/s/ Jeffrey Peck
	Name:	Jeffrey Peck
	Title:	Chief Executive Officer

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

BETWEEN

iSUN, INC., as Borrower

AND

B. RILEY COMMERCIAL CAPITAL, LLC, as Lender

TABLE OF CONTENTS

			Page
1.	RECITALS		1

2.	DEFINITIONS		1

	2.1	Defined Terms	1
	2.2	Singular and Plural Terms	3
	2.3	Accounting Principles	3
	2.4	References and Other Terms	4

3.	THE LOAN		4

	3.1	Borrowing; Prepayments	4
	3.2	Loan Evidenced by the Note	4
	3.3	Calculation of Interest	4
	3.4	Payments of Principal and Interest	5
	3.5	Default Rate	5
	3.6	Late Charge	5
	3.7	Fees	5

4.	CLOSING DOCUMENTS AND CONDITIONS PRECEDENT		5

	4.1	Loan Documents	5
	4.2	Searches	5
	4.3	Opinion of Counsel	5
	4.4	Financial Conditions	6
	4.5	Organizational Documents	6
	4.6	Conditions Precedent in General	6
	4.7	Borrower Account	6
	4.8	Power of Attorney	7
	4.9	Additional Documents	7
	4.10	Right of First Refusal	7

5.	SECURITY INTEREST AND THE COLLATERAL		7

	5.1	Security Interest	7
	5.2	Rights and Remedies of a Secured Party	7
	5.3	Further Actions	8
	5.4	Actions With Respect to Accounts	8
	5.5	Preservation of Rights Against Third Parties; Preservation of Collateral in Lender's Possession	9
	5.6	Assignment of Deposit Accounts	10

6.	REPRESENTATIONS AND WARRANTIES		10

	6.1	Formation, Qualification and Compliance	10
	6.2	Execution and Performance of Loan Documents	10
	6.3	Title	11
	6.4	Validity and Enforceability of Documents	11

	6.5	Solvency	11
	6.6	Financial Statements	11
	6.7	No Material Adverse Change	11
	6.8	Litigation	11
	6.9	Name and Principal Place of Business	11
	6.10	Financing Statements	12
	6.11	Ineligible Securities	12
	6.12	Use of Loan Proceeds	12

7.	BORROWER’S COVENANTS		12

	7.1	ATM	12
	7.2	Incurrence of Additional Debt	12
	7.3	Liens	12
	7.4	Release by Lender	12
	7.5	Transactions with Affiliates	12
	7.6	Financial Statements; Reports	12
	7.7	Affirmation of Representations and Warranties	13
	7.8	Title	13
	7.9	Performance of Obligations; Notice of Default	13
	7.10	OFAC	13
	7.11	Loan Expenses	13
	7.12	Notice of Certain Matters	13
	7.13	Additional Reports and Information	14
	7.14	Further Assurances	14
	7.15	Amendment of Organizational Documents	14

8.	EVENTS OF DEFAULT		14

9.	REMEDIES		16

	9.1	Remedies	16
	9.2	Cumulative Remedies, No Waiver	16

10.	MISCELLANEOUS		16

	10.1	Additional Indebtedness	16
	10.2	Additional Acts	16
	10.3	Loan Agreement Governs	16
	10.4	Additional Advances	17
	10.5	Amendment; Waiver; Approval	17
	10.6	Notice	17
	10.7	Benefit; Assignment	18
	10.8	Governing Law	18
	10.9	Indemnity	18
	10.10	Headings	18
	10.11	No Partnership or Joint Venture	18
	10.12	Time is of the Essence	18
	10.13	Invalid Provisions	18
	10.14	Acts by Lender	18

10.15	Binding Provisions	19
10.16	Counterparts	19
10.17	No Third Party Beneficiary	19
10.18	Publicity	19
10.19	Joint and Several Obligations	19
10.20	JURISDICTION AND VENUE	19
10.21	JURY WAIVER	20

iii

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (“Agreement”) is dated as of September 30, 2021, by and between iSun, Inc., a Delaware corporation and all of its affiliated entities, including the entities set forth in Schedule A attached hereto (“Borrower”), and B. Riley Commercial Capital, LLC and its successors and assigns (“Lender”).

1. RECITALS.

1.1 Borrower has requested that Lender make a Loan to Borrower in the maximum principal amount of TEN MILLION DOLLARS ($10,000,000.00), the proceeds of which shall be used by Borrower for acquisition finance, general corporate purposes and working capital for Borrower. Lender has agreed to provide the Loan to Borrower subject to the terms and conditions set forth herein.

1.2 In consideration of the mutual agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:

2. DEFINITIONS.

2.1 Defined Terms. All capitalized terms used in this Agreement and not otherwise defined in this Agreement or in the Note shall have the following meanings:

“Affiliate” shall mean, with respect to any Person, (a) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, (i) such Person or (ii) any general partner, manager or managing member of such Person; (b) any other Person 50% or more of the equity interest of which is held beneficially or of record by (i) such Person or (ii) any general partner, manager or managing member of such Person, and (c) any general partner, limited partner or member of (i) such Person or (ii) any general partner or managing member of such Person. As used in the previous sentence, “control” means the possession, directly or indirectly, of the power to cause the direction of the management of a Person, whether through voting securities, by contract, family relationship or otherwise.

“Applicable Laws” shall mean all laws, statutes, ordinances, codes, rules, regulations, judgments, decrees or orders of any state, federal or local government or agency which are applicable to Borrower or its assets.

“ATM” shall have the meaning set forth in Section 7.1 hereof.

“ATM Agreement” shall have the meaning set forth in Section 7.1 hereof.

“Business Day” shall mean each day excluding Saturdays, Sundays and any other day on which Lender is closed for business.

“Closing Date” shall have the meaning set forth in Article 4 hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean, collectively, all assets of Borrower including, without limitation, the money, cash, cash equivalents, Accounts, Deposit Accounts, Documents, Equipment, Electronic Chattel Paper, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, books and records, and the products, profits, rents of, dividends or distributions on, accessions to, and all Proceeds (including insurance claims and insurance proceeds) of any of the foregoing and Supporting Obligations of Borrower, whether now owned or acquired in the future. The capitalized foregoing terms shall have the meanings given them in the UCC. Collateral includes the Securities Accounts and all securities and amounts contained therein.

“Common Stock” means Borrower’s CommonSstock, par value $0.0001 per share.

“Debt” shall mean with respect to any Person, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under any capital lease of real or personal property, (d) all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business or consistent with past practice), (e) all indebtedness secured by a Lien on the property of such Person, and (f) all obligations, contingent or otherwise, with respect to the face amount of all letters of credit (whether or not drawn), bankers’ acceptances and similar obligations issued for the account of such Person.

“Default Rate” shall mean the Loan Rate plus three percent (3%) per annum.

“Deposit Account Control Agreement” shall mean the Deposit Account Control Agreement to be executed on or before the Closing Date among Borrower, Lender and [NBT].

“Event of Default” shall have the meaning set forth in Section 8 hereof.

“Guarantee” shall mean the Guarantee by the affiliated entities of the Borrower named therein in favor of the Lender of even date herewith.

“Governmental Agency” shall mean any governmental or quasi‑governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility.

“Indebtedness” shall mean any and all obligations, contingent or otherwise, whether now existing or hereafter arising, of Borrower to Lender or to any of its Affiliates or successors, arising under or in connection with the Loan, this Agreement or any other Loan Document.

“IP Security Agreement” shall mean the Intellectual Property Security Agreement between Borrower and Lender of even date herewith.

“Irrevocable Placement Notice” shall have the meaning set forth in Section 7.1 hereof.

“Liens” shall mean with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased or acquired by such Person (including an interest in respect of a capital lease) which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance, title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial process or otherwise.

“Loan” shall mean the term loan from Lender to Borrower in an amount not to exceed TEN MILLION and No/100 Dollars ($10,000,000.00) on the terms set forth in this Agreement and the Note.

“Loan Documents” shall mean this Agreement, the Note, the Deposit Account Control Agreement, the Guarantee, the IP Security Agreement, the Power of Attorney, the Irrevocable Placement Notice, and every other document now or hereafter evidencing, securing or otherwise executed in conjunction with the Loan, together with all amendments, restatements, supplements and modifications thereof.

“Loan Expenses” shall mean, collectively, the expenses, charges, costs (including both hard costs and soft costs) and fees relating to the making, administration, negotiation, documentation, extension or any other aspect of the Loan, including, without limitation, Lender’s reasonable attorneys’ fees and costs in connection with the negotiation and documentation of the Loan (not exceeding $35,000), all recording fees and charges, title insurance charges and premiums, escrow fees, fees of insurance consultants, binders, policies and the like, and all other costs, expenses, charges and fees referred to in or necessitated by the terms of this Agreement or any of the other Loan Documents.

“Loan Rate” shall mean 8.0% per annum, payable on the Maturity Date or upon any prepayment.

“Maturity Date” shall mean October 15, 2022.

“Note” shall mean the Note evidencing the Loan dated as of even date herewith by Borrower payable to the order of Lender in the original principal amount of TEN MILLION and No/100 Dollars ($10,000,000.00), as the same may be amended, restated, modified or supplemented and in effect from time to time

“Permitted Liens” shall mean (a) Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested in good faith by appropriate proceedings, (b) Liens arising in the ordinary course of business, (c) Liens described on Schedules 6.3 and 6.10 as of the Loan Closing Date and (d) Liens arising under the Loan Documents.

“Person” shall mean any individual, firm, corporation, business enterprise, trust, association, joint venture, partnership, governmental body or other entity, whether acting in an individual, fiduciary or other capacity.

“Power of Attorney” shall have the meaning set forth in Section 4.9 hereof.

“UCC” shall mean the Uniform Commercial Code as in effect in the State of New York on the date of this Agreement and as amended from time to time.

“Unmatured Default” shall mean an event or circumstance that with the giving of notice, the passage of time, or both, would constitute an Event of Default.

2.2 Singular and Plural Terms. The meaning of defined terms are equally applicable to the singular and plural forms of the defined terms.

2.3 Accounting Principles. Any accounting term used and not specifically defined in any Loan Document shall be construed in conformity with, and all financial data required to be submitted under any Loan Document shall be prepared in conformity with, tax accounting principles applied on a consistent basis or in accordance with such other principles or methods as are reasonably acceptable to Lender.

2.4 References and Other Terms. Any reference to any Loan Document or other document shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term “document” is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms “including” and “include” mean “including (include) without limitation.”

3. THE LOAN.

3.1 Borrowing; Prepayments.

(a) Commitment. Subject to the terms and conditions of this Agreement, Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender the maximum aggregate principal amount of TEN MILLION and No/100 Dollars ($10,000,000.00).

(b) Voluntary Prepayments. Borrower may from time to time prepay the Loan in advance in whole or in part; provided that Borrower shall give Lender notice thereof, not later than 11:00am New York time, on the date of such prepayment, specifying the date and amount of such prepayment.

(c) Mandatory Prepayments. Unless sooner paid in full, the outstanding principal balance of the Loan shall be paid in full on the Maturity Date. Notwithstanding the foregoing, Borrower shall be required to prepay the outstanding principal balance, together with any accrued interest and fees, of the Loan upon the occurrence of the following events and in the following amounts (each a “Mandatory Prepayment”):

(i) Upon the closing of any sale of any of the assets of Borrower or Collateral provided to Lender hereunder, Borrower shall make a Mandatory Prepayment in the amount of such sale;

(ii) Upon the closing of any sale of debt or equity securities of Borrower, Borrower shall make a Mandatory Prepayment in an amount equal to the net proceeds of such sale; and

(iii) Upon sales under the ATM, Borrower shall make Mandatory Prepayments with the net proceeds from such sales.

Prior to the Maturity Date, all Mandatory Prepayments under clauses (i) and (ii) shall be applied first to any unpaid fees and expenses due and owing under this Agreement and second to scheduled payments in the inverse order of maturity.

3.2 Loan Evidenced by the Note. The Loan hereunder shall be evidenced by the Note, substantially in the form of Exhibit A, which shall be executed and delivered by Borrower simultaneously with the execution of this Agreement.

3.3 Calculation of Interest. Borrower promises to pay interest on the unpaid principal amount of the Loan for the period commencing on the date of the Loan until such Loan is paid in full at the Loan Rate; provided, if at any time an uncured Event of Default exists, the interest rate applicable to the Loan shall be increased to the Default Rate. In no event shall interest payable by Borrower to Lender hereunder exceed the maximum rate permitted under Applicable Law, and if any such provision of this Agreement is in contravention of any such law, such provision shall be deemed modified to limit such interest to the maximum rate permitted under such law.

3.4 Payments of Principal and Interest Unless sooner paid in full, the outstanding principal balance of the Loan, together with all accrued and unpaid interest shall be paid in full on the Maturity Date.

3.5 Default Rate. Upon the occurrence of an uncured Event of Default under this Agreement or any of the other Loan Documents, after the Maturity Date or following the acceleration of the maturity of the Loan, Lender may, if permitted under Applicable Law, do one or both of the following: (a) increase the rate of interest on the outstanding principal balance of the Loan and any other amounts then owing by Borrower to Lender to the Default Rate until paid in full and (b) add any unpaid accrued interest to principal and such sum shall bear interest therefrom until paid in full at the Default Rate. Neither the Loan Rate nor the Default Rate shall exceed the maximum rate permitted by Applicable Law under any circumstance.

3.6 Late Charge. If any payment under this Agreement or any other Loan Document is not made when such payment is due, then, in addition to the payment of the amount so due, Borrower shall pay to Lender a “late charge” equal to three percent (3.0%) of the amount of that payment. This late charge may be assessed without notice, shall be immediately due and payable and shall be in addition to all other rights and remedies available to Lender. Borrower agrees that the damages to be sustained by Lender for the detriment caused by any late payment are extremely difficult and impractical to ascertain, and that the amount of three (3) cents for each one dollar due is a reasonable estimate of such damages, does not constitute interest, and is not a penalty.

3.7 Fees. Borrower shall pay to Lender, for Lender’s sole account in immediately available funds, upon the repayment in full of the Loan: (a) an origination fee of 4.0% of the original principal amount of the Loan (Four Hundred Thousand dollars ($400,000.00)), provided that such fee shall increase by 1.0% on January 15th and on the 15^th day of each month thereafter, up to a maximum of 7.0% in the aggregate (Seven Hundred Thousand dollars ($700,000)); and (b) any Loan Expenses then due and owing.

4. CLOSING DOCUMENTS AND CONDITIONS PRECEDENT. Prior to the making of the Loan, Borrower shall execute and/or deliver to Lender those of the following documents and other items reasonably required to be executed and/or delivered by Borrower, and shall cause to be executed and/or delivered to Lender those of the following documents and other items reasonably required to be executed and/or delivered by others, all of which documents and other items shall contain such provisions as shall be reasonably required to conform to this Agreement and otherwise shall be satisfactory in form and substance to Lender (the first date on which all such documents and other items being accepted by Lender being the “Closing Date”) :

4.1 Loan Documents. The Loan Documents.

4.2 Searches. Current Uniform Commercial Code, federal and state tax lien and judgment searches, pending suit and litigation searches and bankruptcy court filings searches covering Borrower and disclosing no matters objectionable to Lender. Borrower agrees that Lender shall file, on the Closing Date, UCC-1 financing statements suitable for the perfection of the security interests granted by Borrower in the Collateral hereunder.

4.3 Opinion of Counsel. Opinion letter from legal counsel for Borrower (which counsel must be approved by Lender with respect to the issuance of such opinion) opining to the authority of said parties to execute, deliver and perform their respective obligations under the Loan Documents, to the validity and binding effect and enforceability of the Loan Documents, to the perfection of the security interests provided to Lender in the Collateral, and to such other matters as Lender and its counsel shall reasonably require.

4.4 Financial Conditions. Evidence that, as of the date of the Loan, there has been no material adverse change in the business prospects or financial condition of Borrower since the date of the most recent financial statements or projections delivered to Lender.

4.5 Organizational Documents. A certified copy (certified, where applicable, by the state office in which such documents were filed, and in all other cases by an appropriate representative of the entity) of:

(a) The Certificate of Incorporation of Borrower;

(b) The Bylaws of Borrower;

(c) A Good Standing Certificate for Borrower from the Secretary of State of Delaware, reflecting that Borrower is in good standing in the State of Delaware;

(d) Resolutions of Borrower authorizing the execution and delivery of the documents evidencing and securing the Loan, certified by an appropriate representative of Borrower;

(e) An incumbency certificate, including specimen signatures for all individuals executing any of the Loan Documents of Borrower, certified by the manager or other appropriate representative of Borrower;

(f) All other instruments and documents concerning the formation and existence of Borrower and each of its Affiliates, and the execution and delivery of the Loan Documents by Borrower and each of its Affiliates, as required by Lender.

4.6 Conditions Precedent in General. In addition to the other conditions set forth herein, the obligation of Lender to make the Loan shall be conditioned upon and subject to the payment to Lender of all loan fees then owing from Borrower to Lender, including without limitation the Loan Expenses, and to satisfaction of all of the following conditions:

(a) All representations and warranties contained in this Agreement and in the other Loan Documents shall be true in all material respects on and as of the date of such disbursement.

(b) Borrower shall have performed, or Lender shall have waived, all of its obligations under all Loan Documents which are required to be performed on or prior to the date of such disbursement.

(c) There shall be no material adverse change in the business prospects or financial condition of Borrower as reasonably determined by Lender.

(d) No Event of Default shall have occurred that has not been waived in writing by Lender, and no Unmatured Default shall then exist.

(e) No litigation or proceedings are pending (including proceedings under Title 11 of the United States Code) against Borrower, which litigation or proceedings, in the reasonable judgment of Lender, would adversely affect Borrower’s ability to perform its respective obligations under the Loan Documents.

4.7 Borrower Account. Borrower shall, at all times while any amounts remain outstanding hereunder, maintain an account with Lender.

4.8 Power of Attorney. Borrower shall execute and deliver to Lender a Power of Attorney (the “Power of Attorney”), substantially in the form attached hereto as Exhibit B.

4.9 Additional Documents. Such other papers and documents regarding Borrower as Lender may reasonably require.

5. SECURITY INTEREST AND THE COLLATERAL.

5.1 Security Interest. As security for the full and timely payment of the Indebtedness in accordance with the terms of this Loan Agreement, the Note and the other Loan Documents and the full and timely payment and performance of all of the obligations of Borrower under this Agreement, the Note and the other Loan Documents (the “Obligations”), Borrower hereby grants to Lender a continued enforceable perfected security interest under the UCC in and to such of the Collateral as is now owned or acquired after the date of this Agreement by Borrower, including without limitation all money, cash, cash equivalents, Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, Electronic Chattel Paper, Fixtures, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter-of-Credit Rights, books and records, and the products, profits, rents of, dividends or distributions on, accessions to, and all Proceeds (including insurance claims and insurance proceeds) of any of the foregoing and Supporting Obligations of Borrower, and agrees that, upon filing of all applicable UCC-1 financing statements with the appropriate offices, Lender shall have a perfected security interest in and to such Collateral. The Collateral is intended to be all assets of Borrower, whether or not within the scope of the Code. Borrower hereby ratifies any and all financing statements and amendments to financing statements evidencing Lender's security interest in the Collateral filed prior to the date hereof.

5.2 Rights and Remedies of a Secured Party. In addition to all rights and remedies given to Lender pursuant to this Agreement, the Note, and the other Loan Documents, Lender shall have all of the rights and remedies of a secured party under the UCC. Borrower and Lender agree that this Agreement shall constitute a Security Agreement within the meaning of the UCC, Borrower being the debtor and Lender being the secured party. Promptly upon request of Lender from time to time after the occurrence of an Event of Default, Borrower shall deliver to Lender, without limitation, (1) all invoices and customer statements rendered to account debtors, Documents, contracts, Chattel Paper, Electronic Chattel Paper, Instruments and other writings and/or records pertaining to Borrower’s contracts or the performance of Borrower’s contracts, and (2) evidence of Borrower’s Accounts and statements showing the aging, identification, reconciliation and collection thereof, all of the foregoing to be certified by an authorized officer or other employee of Borrower. Lender shall have the right at any time after the occurrence of an Event of Default, in its sole discretion, to give notice of Lender's security interest to account debtors obligated to Borrower, to take over and direct collection of the Accounts, the Chattel Paper and the Electronic Chattel Paper, to notify such account debtors to make payment directly to Lender and to enforce payment of the Accounts, the Chattel Paper and the Electronic Chattel Paper and to enforce Borrower's contract rights. Further, upon the occurrence of any Event of Default, and promptly following demand by Lender, Borrower shall assemble the Collateral and make it available to Lender at a place or places to be designated by Lender. The right of Lender under this paragraph to have the Collateral assembled and made available to it may, at Lender’s election, be enforced by an action in equity for injunctive relief or specific performance. It is understood and agreed by Borrower that Lender shall have no liability whatsoever under this Agreement except for its own gross negligence or willful misconduct.

5.3 Further Actions. Borrower shall at any time and from time to time, take such steps as Lender may request (i) to cause any bailee having possession of any of the Collateral to provide to Lender a written acknowledgement of Lender's security interest in such Collateral, in form and substance satisfactory to Lender, (ii) to cause Lender to obtain "control" of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper, and (iii) otherwise to ensure the continued perfection and priority of Lender's security interest in any of the Collateral and of the preservation of its rights therein. Further, Borrower will immediately notify Lender in writing in the event that Borrower becomes a party to or obtains any rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. Borrower shall execute and deliver to Lender all documents and/or agreements necessary to grant Lender a security interest in such Commercial Tort Claim to secure the Obligations. Borrower authorizes Lender to file (without Borrowers signature) initial financing statements or amendments, as Lender deems necessary to perfect its security interest in the Commercial Tort Claim. Additionally, Borrower shall provide Lender with written notice of any Letters of Credit for which Borrower is the beneficiary. Borrower shall execute and deliver (or cause to be executed or delivered) to Lender, all documents and agreements as Lender may require in order to obtain and perfect its security interest in such Letter of Credit Rights.

5.4 Actions With Respect to Accounts. Borrower irrevocably makes, constitutes and appoints Lender (and any of Lender's designated officers, employees or agents) as its true and lawful attorney-in-fact with power to sign its name and to take any of the following actions, in its name or in the name of Lender, as Lender may determine, at any time after the occurrence of an Event of Default and for so long as such Event of Default continues (except as expressly limited in this Article 5) without notice to Borrower and at Borrower's expense:

(a) Verify the validity and amount of, or any other matter relating to, the Collateral by mail, telephone, telegraph or otherwise;

(b) Notify all account debtors that the Accounts have been assigned to Lender and that Lender has a security interest in the Accounts;

(d) Take control in any manner of any cash or non-cash items of payment or proceeds of Accounts;

(e) In any case and for any reason, notify the United States Postal Service to change the address for delivery of mail addressed to Borrower to such address as Lender may designate;

(f) In any case and for any reason, receive, open and dispose of all mail addressed to Borrower;

(g) Take control in any manner of any rejected, returned, stopped-in-transit or repossessed goods relating to Accounts;

(h) Enforce payment of and collect any Accounts by legal proceedings or otherwise, and for such purpose Lender may:

(i) Demand payment of any Accounts or direct any account debtors to make payment of Accounts directly to Lender;

(ii) Receive and collect all monies due or to become due to Borrower;

(iii) Exercise all of Borrower's rights and remedies with respect to the collection of Accounts;

(iv) Settle, adjust, compromise, extend, renew, discharge or release Accounts;

(v) Sell or assign Accounts on such terms, for such amounts and at such times as Lender deems advisable;

(vi) Prepare, file and sign Borrower's name on any proof of claim or similar documents in any proceeding filed under federal or state bankruptcy, insolvency, reorganization or other similar law as to any account debtor;

(vii) Prepare, file and sign Borrower's name on any notice of lien, claim of mechanic's lien, assignment or satisfaction of lien or mechanic's lien, or similar document in connection with the Collateral;

(viii) Endorse the name of Borrower upon any chattel papers, documents, instruments, invoices, freight bills, bills of lading, or similar documents or agreements relating to Accounts or goods pertaining to Accounts or upon any checks or other medium of payment or evidence of security interest that may come into Lender's possession;

(ix) Sign the name of Borrower to verifications of Accounts and notices of Accounts sent by account debtors to Borrower; or

(x) Take all other actions necessary or desirable to protect Borrower's and Lender’s interest(s) in the Accounts.

Borrower ratifies and approves all acts of said attorneys and agrees that said attorneys shall not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law. This power, being coupled with an interest, is irrevocable until the Indebtedness is paid in full and Borrower shall have performed all of its obligations under this Agreement. Borrower further agrees to use its best efforts to assist Lender in the collection and enforcement of the Accounts and will not hinder, delay or impede Lender in any manner in its collection and enforcement of the Accounts. NEITHER LENDER, NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO BORROWER FOR ANY ACT OR FAILURE TO ACT PURSUANT TO THE POWERS GRANTED UNDER THE POWER OF ATTORNEY HEREIN OR OTHERWISE, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NOR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

5.5 Preservation of Rights Against Third Parties; Preservation of Collateral in Lender's Possession. Until such time as Lender exercises its right to effect direct collection of the Accounts, the Chattel Paper and the Electronic Chattel Paper and to effect the enforcement of Borrower's contract rights, Borrower assumes full responsibility for taking any and all steps to preserve rights in respect of the Accounts, the Chattel Paper and the Electronic Chattel Paper and its contracts against third parties. Lender’s duty of care with respect to Collateral in its possession (as imposed by law) will be deemed fulfilled if it exercises reasonable care in physically keeping such Collateral, or in the case of Collateral in the custody or possession of a bailee or other third person, exercises reasonable care in the selection of the bailee or third person, and Lender need not otherwise preserve, protect, insure or care for such Collateral. Lender shall not be obligated to preserve rights that Borrower may have against prior parties, to liquidate the Collateral at all or in any particular manner or order or apply the Proceeds of the Collateral in any particular order of application. Lender has no obligation to clean up or prepare Collateral for sale. If notice to Borrower of any intended disposition of Collateral or any other intended action is required by applicable law in a particular situation, such notice will be deemed commercially reasonable if given in the manner specified in this Agreement at least ten (10) calendar days before the date of intended disposition or other action.

5.6 Assignment of Deposit Accounts. As permitted by the terms of any previously existing liens on Borrower’s deposit accounts, prior to or concurrently with the execution of this Agreement, Borrower shall perfect the security interest of Lender in such Borrower’s deposit accounts including, without limitation, a Deposit Account Control Agreement for each such deposit account.

6. REPRESENTATIONS AND WARRANTIES. In order to induce Lender to execute this Agreement and to make the Loan, Borrower represents and warrants to Lender as follows:

6.1 Formation, Qualification and Compliance. Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to conduct business in each of the jurisdictions in which it conducts business except to the extent that failure to do so would not result in a material adverse effect to the Company’s business. Borrower has full power and authority to conduct its business as presently conducted, to enter into this Agreement, the other Loan Documents to which it is a party and to perform all of its duties and obligations under this Agreement and such other Loan Documents. Such execution and performance have been duly authorized pursuant to the Certificate of Incorporation and Bylaws of Borrower.

6.2 Execution and Performance of Loan Documents.

(a) Borrower has all requisite authority to execute, deliver, and perform its obligations under the Loan Documents.

(b) The execution and delivery by Borrower and the performance by Borrower of its obligations under each Loan Document have been authorized by all necessary action and do not and will not:

(i) require any consent or approval not heretofore obtained of any Person;

(ii) violate any provision of, or require any consent or approval not heretofore obtained under, any governing document applicable to Borrower;

(iii) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under or as provided for in the Loan Documents) on or with respect to any property now or hereafter owned or leased by Borrower or any of its Affiliates;

(iv) violate any provision of any Applicable Law presently in effect; or

(v) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Borrower is a party or by which Borrower or any of its property is bound.

(c) Borrower is not in default, in any respect, that is adverse to Lender’s interests in or under the Loan Documents or that would have any material adverse effect on the financial condition of Borrower or the conduct of their respective businesses, under any Applicable Law, contract, lease or other agreement or document described in subparagraphs (ii) or (v) of the previous Subsection.

(d) No approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Agency is required in connection with:

(i) the execution by Borrower of, and the performance by Borrower of its obligations under, the Loan Documents; and

(ii) the creation of the liens described in the Loan Documents other than the recording of recordable documents and filing the financing statements.

6.3 Title. Borrower owns good and marketable fee simple title to the Collateral. The Collateral is owned free and clear of all liens, claims and encumbrances, except as set forth on Schedule 6.3.

6.4 Validity and Enforceability of Documents. Upon the execution and delivery of the Loan Documents, the Loan Documents shall be valid and binding upon the parties that have executed the same in accordance with the respective provisions thereof, and shall be enforceable in accordance with the respective provisions thereof, subject only to applicable bankruptcy, reorganization, insolvency, moratorium and other similar laws affecting the enforcement of creditor’s rights.

6.5 Solvency. Borrower is solvent and able to pay its debts as such debts become due, and has capital sufficient to carry on Borrower’s present business transactions. The value of Borrower’s property, at a fair valuation, is greater than the sum of its debts. Borrower is not bankrupt or insolvent, nor has Borrower made an assignment for the benefit of its creditors, nor has there been a trustee or receiver appointed for the benefit of Borrower’s creditors, nor has there been any bankruptcy, reorganization or insolvency proceedings instituted by or against Borrower, nor will Borrower be rendered insolvent by Borrower’s execution, delivery or performance of the Loan Documents or by the transactions contemplated thereunder.

6.6 Financial Statements. All financial statements submitted to Lender relating to Borrower, are materially true, complete and correct, and have been prepared in accordance with tax accounting principles and fairly present the financial condition of Borrower and the other information therein described and do not contain any untrue statement of a material fact or omit to state a fact material to the financial statement submitted or this Agreement.

6.7 No Material Adverse Change There has been no material adverse change in the condition, financial or otherwise, or the properties or businesses of Borrower since the dates of the latest financial statements furnished to Lender. Since those dates, Borrower has not entered into any material transaction which would have a material adverse effect on Borrower whether or not disclosed in such financial statements or otherwise disclosed to Lender in writing, and there do not exist any circumstances or conditions that with the passage of time or giving of notice or both would result in an Event of Default under any of the Loan Documents.

6.8 Litigation. Except as set forth in Schedule 6.9, there is not any condition, event or circumstance existing, or any litigation, arbitration, governmental or administrative proceeding, action, investigation, claims or demand pending or, to the best of Borrower’s knowledge, after due inquiry, threatened, affecting Borrower or the Collateral, or involving the validity or enforceability of the Loan Documents or involving any risk of a judgment or liability which, if satisfied, would have an adverse effect on the financial condition, business or properties of Borrower, or which would prevent Borrower from complying with or performing its obligations under this Agreement, the Note or any of the other Loan Documents within the time limits set forth therein for such compliance or performance and no basis for any such matter exists

6.9 Name and Principal Place of Business. Except as set forth on Schedule 6.9, Borrower presently uses no trade name other than its actual name. Borrower’s principal place of business is 400 Avenue D, Suite 10, Williston, VT 05495.

6.10 Financing Statements. Except to the extent set forth in Schedule 6.10, there are no UCC financing statements in effect with respect to the Collateral other than those to be filed and/or recorded by Lender which name Borrower as debtor. Except to the extent set forth on Schedule 6.10, the security interests in the Collateral granted to Lender herein (i) constitute and will continue to constitute perfected security interests under the UCC (or other applicable law) entitled to all the rights, benefits and priorities provided by the UCC (or other applicable law) and (ii) are and will continue to be superior and prior to the rights of all third parties, to the full extent provided by law. All filing fees and other expenses in connection with filing of financing statements or continuations thereof shall be paid by Borrower, and Lender shall be reimbursed by Borrower for any such fees and expenses incurred by Lender.

6.11 Ineligible Securities. No portion of the Loan shall be used directly or indirectly to purchase ineligible securities, as defined by applicable regulations of the Federal Reserve Board, underwritten by any Affiliate of Lender during the underwriting period and for thirty (30) days thereafter.

6.12 Use of Loan Proceeds. The proceeds of the Loan disbursed to Borrower shall be used by Borrower solely for the purposes set forth in Section 1.1 hereof.

7. BORROWER’S COVENANTS.

7.1 ATM. Borrower covenants and agrees to maintain in effect the “at the market” offering program (“ATM”) pursuant to that certain At Market Issuances Sales Agreement, dated June 21, 2021, between the Company and B. Riley Securities, Inc. (the “Agent”) (as the same may be amended or modified from time to time, the (“ATM Agreement”) until the Loan, all accrued interest and fees, and the remaining Loan Expenses are paid in full. In furtherance thereof, the Borrower shall execute in favor the Agent an irrevocable placement notice in form and substance satisfactory to the Agent (the “Irrevocable Placement Notice”). All net proceeds of the ATM shall be used to repay the Loan, all accrued interest and fees, and any outstanding Loan Expenses

7.2 Incurrence of Additional Debt. Except for indebtedness (including, without limitation, revolving lines of credit) existing as of the date of this Agreement, Borrower shall not create, incur, assume or suffer to exist any additional Debt, direct or indirect, without the prior written consent of Lender.

7.3 Liens. Borrower shall not create or permit to exist any Lien on any of its real or personal properties (whether now owned or hereafter acquired), including without limitation, any of the Collateral, except the Permitted Liens.

7.4 Release by Lender. With respect to the matters set forth in Section 7.3 above, if Borrower shall fail promptly to discharge any asserted liens or claims, then Lender may, but shall not be required to, procure the release and discharge of any such claim and any judgment or decree thereon and, further, may, in its sole discretion, effect any settlement or compromise of the same, and any amounts so expended by Lender, including premiums paid, shall be deemed to constitute disbursements of the proceeds of the Loan hereunder and shall bear interest from the date so disbursed until paid at the Default Rate. In discharging any claims for lien, Lender shall not be required to inquire into the validity or amount of any such claim.

7.5 Transactions with Affiliates. If any Affiliate constitutes a material portion of the Collateral provided to Lender as security for the repayment of the Loan, Borrower shall not permit the merger or consolidation of such Affiliate into another business entity if such merger or consolidation would negatively impact the perfection of Lender’s security interest in the Collateral, without Lender’s prior written consent.

7.6 Financial Statements; Reports. Borrower will from time to time furnish to Lender such information and reports, financial and otherwise, concerning Borrower, as Lender reasonably requires.

7.7 Affirmation of Representations and Warranties. Borrower agrees that all representations and warranties of Borrower contained in Article 6 hereof shall remain true in all material respects at all times until the Loan is repaid in full.

7.8 Title. Except for the Permitted Liens and lien of general real estate taxes payment of which is not yet due, Borrower shall keep title to the Collateral, free and clear of all liens, claims and encumbrances. Borrower shall faithfully preserve and protect Lender's security interest in the Collateral and shall, at its own cost and expense, cause or assist Lender to cause that security interest to be perfected and continue perfected so long as the Indebtedness or any portion of the Indebtedness is outstanding, unpaid or executory. For purposes of the perfection of Lender's security interest in the Collateral in accordance with the requirements of this Agreement, Borrower authorizes Lender, at any time and from time to time, to file financing statements, continuation statements and amendments thereto that describe the Collateral as all assets of Borrower or words of similar effect and which contain any other information required by the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment.

7.9 Performance of Obligations; Notice of Default. Borrower shall promptly and fully perform and comply in all respects with the obligations, terms, agreements, provisions and requirements of this Agreement and the other Loan Documents and all other documents and instruments relating thereto and will not permit to occur any default or breach hereunder or thereunder. Borrower shall promptly give to Lender notice of the occurrence of any Unmatured Default or of any event that could have a material adverse effect on any security for the Loan or on Borrower’s ability to perform its obligations under this Agreement or any of the other Loan Documents.

7.10 OFAC. Borrower shall (a) ensure that no Person that controls Borrower is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (b) not use or permit the use of any proceeds of the Loan to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply with all applicable Bank Secrecy Act laws and regulations, as amended.

7.11 Loan Expenses. Borrower agrees to pay all of the Loan Expenses. Any Loan Expenses paid by Lender shall bear interest commencing ten (10) business days after the date demand for repayment thereof is made by Lender until repaid to Lender at the Default Rate and shall be paid by Borrower upon demand, or may be paid by Lender at any time by disbursement of proceeds of the Loan. Any Loan Expenses paid by Lender shall be reimbursed to Lender by Borrower regardless of whether there shall be any disbursements of the Loan.

7.12 Notice of Certain Matters. Borrower shall give notice to Lender, within fifteen (15) days after Borrower obtains actual knowledge thereof, of each of the following:

(a) any litigation or claim affecting or relating to Borrower, including any of its Affiliates, and involving an amount in excess of Twenty-Five Thousand and No/100 Dollars ($25,000.00); and any litigation or claim that might subject Borrower or any of its Affiliates to liability in excess of Fifty Thousand and 00/100 Dollars ($50,000.00), whether covered by insurance or not;

(b) any dispute between Borrower or any of its Affiliates and any Governmental Agency the adverse determination of which might materially affect Borrower;

(c) any trade name hereafter used by Borrower or any of its Affiliates and any change in Borrower’s principal place of business;

(d) any Unmatured Default or Event of Default; and/or

(e) any material adverse change in the financial condition of Borrower or in the Collateral.

7.13 Additional Reports and Information. Borrower shall deliver to Lender, concurrently with delivery to the third parties noted hereafter, copies of all reports which are available for public inspection or which Borrower is required to file with any Governmental Agency.

7.14 Further Assurances. Borrower shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Lender all documents, and take all actions, reasonably required by Lender from time to time to confirm the rights created or now or hereafter intended to be created under the Loan Documents, to protect and further the validity, priority and enforceability of the Loan Documents, to subject to the Loan Documents any property intended by the terms of any Loan Document to be covered by the Loan Documents, including the Collateral, or otherwise to carry out the purposes of the Loan Documents and the transactions contemplated thereunder.

7.15 Amendment of Organizational Documents. Neither the Certificate of Incorporation nor the Bylaws of Borrower shall be amended, supplemented or restated, in whole or in part, without the prior, written consent of Lender (which consent shall not be unreasonably withheld, conditioned or delayed). Borrower shall deliver to Lender a copy of any such amendment, supplementation or restatement to the Certificate of Incorporation or the Bylaws within ten (10) calendar days after the execution of any such amendment.

7.16 Right of First Refusal. The Borrower hereby grants to Lender and its Affiliates a right of first refusal ("Right of First Refusal"), for a period of the later of (a) June 30, 2022 and (b) repayment in full of the Loan, including all principal, interest, fees and Loan Expenses (i) to act as lead underwriter and sole book runner in connection with any public offering of equity, equity-linked or debt securities or other capital markets financing, with such Affiliate’s name on the cover of any public offering prospectus in the upper left relative to the names of the other underwriters participating in the transaction and such Affiliate managing all of the "roadshow" logistics, share allocations and all stabilization transactions, provided that the terms of any such right of first refusal are in compliance with Rule 5110(f)(2) of the Financial Industry Regulatory Authority, Inc. ("FINRA"); and (ii) to act as sole initial purchaser and/or placement agent in any private offering of equity, equity-linked or debt securities or other capital markets financing.

8. EVENTS OF DEFAULT. The occurrence of any one or more of the following, shall constitute an “Event of Default”:

(a) Failure by Borrower to make: (i) any payment of principal or interest under the Note when due, or (ii) any other payment under the Loan Documents when due or, if no date is stated, five (5) days after demand (or such shorter period as may be expressly provided for herein or therein).

(b) Failure by Borrower to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Borrower contained in this Agreement and not specifically referred to elsewhere in this Section 8; provided, however, that if such failure by its nature can be cured, then so long as the priority, validity and enforceability of the liens created by this Agreement, or any of the other Loan Documents is not impaired, threatened or jeopardized, then Borrower shall have a period (“Cure Period”) of thirty (30) days after Borrower obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall not be deemed to exist during the Cure Period (provided, however, such period shall be limited to ten (10) days if such failure can be cured by the payment of money).

(c) The existence of any material inaccuracy or untruth in any representation or warranty contained in this Agreement or any other Loan Documents, or of any statement or certification as to facts delivered to Lender by or on behalf of Borrower.

(d) Borrower or any of its successors or permitted assigns, shall:

(i) file a voluntary petition in bankruptcy or an arrangement or reorganization under any federal or state bankruptcy, insolvency or debtor relief law or statute (hereinafter referred to as a “Bankruptcy Proceeding”);

(ii) file any answer in any Bankruptcy Proceeding or any other action or proceeding admitting insolvency or inability to pay his, her or its debts;

(iii) fail to oppose, or fail to obtain a vacation or stay of, any involuntary Bankruptcy Proceeding within sixty (60) days after the filing thereof;

(iv) solicit or cause to be solicited petitioning creditors for any involuntary Bankruptcy Proceeding against Borrower;

(v) be granted a decree or order for relief, or be adjudicated a bankrupt or declared insolvent in any Bankruptcy Proceeding, whether voluntary or involuntary;

(vi) have a trustee or receiver appointed for or have any court take jurisdiction of its property, or the major part thereof, in any voluntary or involuntary proceeding for the purpose of reorganization, arrangement, dissolution or liquidation, and, with respect to an involuntary proceeding only, such trustee or receiver is not discharged or such jurisdiction is not relinquished, vacated or stayed on appeal or otherwise, within sixty (60) days after the commencement thereof;

(vii) make an assignment for the benefit of creditors;

(viii) consent to any appointment of a receiver or trustee or liquidator of all of its property, or the major part thereof; or

(ix) have an attachment or execution levied with respect to, or other judicial seizure be effected for, all or substantially all of its assets.

(e) The assignment or attempted assignment of this Agreement by Borrower without Lender’s prior written consent.

(f) The occurrence of a material adverse change in the financial condition of Borrower.

(g) The occurrence of an Event of Default under any of the other Loan Documents.

(h) The existence of any fraud, dishonesty or bad faith by or with the acquiescence of Borrower which in any way relates to or affects the Loan.

(i) The occurrence of a default under any other loan in excess $250,000 under which Borrower is obligated.

9. REMEDIES.

9.1 Remedies. Upon the occurrence of any Event of Default (subject to all required cure periods hereunder), Lender, in addition to availing itself of any remedies conferred upon it at law or in equity and by the terms of the Note or the other Loan Documents, may declare the outstanding principal balance of the Loan, together with all accrued interest thereon and other amounts owing in connection therewith, to be immediately due and payable in full, regardless of any other specified due date, and in the event of the occurrence of an Event of Default under Section 8(d) such principal and interest shall become immediately due automatically.

9.2 Cumulative Remedies, No Waiver. Lender’s rights and remedies under the Loan Documents are cumulative and in addition to all rights and remedies provided by Applicable Law from time to time. The exercise or direction to exercise by Lender of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice Lender in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by Lender to take action on account of such default if such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Loan Document shall be construed as a waiver of any subsequent breach of the same provision. The consent by Lender to any act by Borrower requiring further consent or approval shall not be deemed to waive or render unnecessary Lender’s consent to or approval of any subsequent act. Lender’s acceptance of the late performance of any obligation shall not constitute a waiver by Lender of the right to require prompt performance of all further obligations; Lender’s acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of Lender’s right to proceed with the exercise of remedies for any unfulfilled obligations; and Lender’s acceptance of any partial performance shall not constitute a waiver by Lender of any rights relating to the unfulfilled portion of the applicable obligation.

10. MISCELLANEOUS.

10.1 Additional Indebtedness. If any advances or payments made by Lender pursuant to this Agreement or any other Loan Document, together with disbursements of the Loan, shall exceed the aggregate face amount of the Note, all such advances and payments shall constitute additional Indebtedness secured by the security for the Loan, and shall bear interest at the Default Rate from the date advanced until paid.

10.2 Additional Acts. Borrower shall, upon request, execute and deliver such further instruments and documents and do such further acts and things as may be reasonably required to provide to Lender the evidence of and security for the Loan contemplated by this Agreement.

10.3 Loan Agreement Governs. In the event of any inconsistency between any provision of this Agreement and any provision of any other Loan Document, the provision of this Agreement shall govern; provided, however, that the provisions of all of the Loan Documents shall be construed as an integrated set of provisions governing the Loan and, accordingly, shall be interpreted and construed liberally to give the maximum validity, enforceability and effect to all of such provisions.

10.4 Additional Advances. If an Event of Default shall occur, Lender may, but shall not be obligated to, take any and all actions to cure such default, and all amounts expended in so doing, all Loan Expenses and all other amounts paid or advanced by Lender pursuant to the Loan Documents, and all other amounts advanced by Lender in connection with preserving any security for the Loan, shall constitute additional advances of the Loan, shall be secured by the security for the Loan, and shall bear interest at the Default Rate from the date advanced until paid.

10.5 Amendment; Waiver; Approval. This Agreement shall not be amended, modified or supplemented without the written agreement of Borrower and Lender at the time of such amendment, modification or supplement. No waiver of any provision of this Agreement or any of the other Loan Documents shall be effective unless set forth in writing signed by the party making such waiver, and any such waiver shall be effective only to the extent therein set forth. Failure by Lender to insist upon full and prompt performance of any provisions of this Agreement or any of the other Loan Documents, or to take action in the event of any breach of any such provision or upon the occurrence of any Event of Default, shall not constitute a waiver of any rights of Lender, and Lender may at any time thereafter exercise all available rights and remedies with respect to such breach or Event of Default. Receipt by Lender of any instrument or document shall not constitute or be deemed to be an approval thereof. Any approvals required under any of the other Loan Documents must be in writing, signed by Lender and directed to Borrower.

10.6 Notice. All notices or other written communications hereunder shall be deemed to have been properly given (a) upon delivery, if delivered in person, (b) one (1) Business Day after having been deposited for overnight delivery with any reputable overnight courier service, or (c) immediately upon transmission of electronic mail (e-mail). Either party by notice to the other in the manner provided herein may designate additional or different addresses for subsequent notices or communications:

To Lender:	B. Riley Commercial Capital, LLC
	21255 Burbank Blvd.
	Suite 400
	Woodland Hills, CA 91367
	Attn: General Counsel
	Telephone: (212) 457-9947

With copy to:	Duane Morris LLP
	1540 Broadway
	New York, NY 10036
	Attn: James T. Seery
	Telephone: 973-424-2088
	Email: jtseery@duanemorris.com

To Borrower:	iSun, Inc.
	400 Avenue D, Suite 10
	Williston, VT 05495
	Attn: Jeffrey Peck, CEO
	Telephone: 802-658-3389
	Email: jeff@isunenergy.com


With copy to:	Merritt & Merritt
	60 Lake Street, 2^nd Floor
	PO Box 5839
	Burlington, VT 05402
	Attn: H. Kenneth Merritt, Jr.
	Telephone: 802-658-7830
	Email: kmerritt@merritt-merritt.com

10.7 Benefit; Assignment. The rights, powers and remedies of Lender under this Agreement shall inure to the benefit of Lender and its successors and assigns. The rights and obligations of Borrower under this Agreement may not be assigned and any purported assignment by Borrower shall be null and void. Lender shall have the right to sell, assign or transfer portions of its right, title and/or interest in and to this Agreement and the other Loan Documents (including the sale of participation interests therein), without the consent or approval of Borrower, and Borrower agrees to cooperate in all respects with Lender in connection therewith, including, without limitation, the execution of all documents and instruments reasonably requested by Lender or such transferee provided that such documents and instruments do not materially adversely affect any of Borrower’s duties or obligations under the Loan Documents.

10.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

10.9 Indemnity. Borrower agrees to indemnify, defend and hold Lender harmless from and against any and all liabilities, obligations, losses, damages, claims, costs and expenses (including court costs and reasonable attorneys’ fees) of whatever kind or nature which may be imposed on, incurred by or asserted against Lender at any time which relate to or arise from the offer for sale or sale of any limited partnership interest, shareholder interest or membership interest in Borrower, the acquisition or sale or offer for sale of all or any portion of the Collateral, including, without limitation, any brokerage commissions or finder’s fees asserted against Lender with respect to the making of the Loan or other matters; provided, however, that the foregoing indemnity shall not extend to any liabilities, obligations, claims, losses, costs, damages or expenses resulting from the gross negligence or willful misconduct of Lender.

10.10 Headings. The titles and headings of the articles, sections and paragraphs of this Agreement have been inserted as a matter of convenience of reference only and shall not control or affect the meaning or construction of any of the terms or provisions of this Agreement.

10.11 No Partnership or Joint Venture. Lender, by executing and performing this Agreement shall not become a partner or joint venturer with Borrower or any of their respective associates or affiliates.

10.12 Time is of the Essence. Time is of the essence of the payment of all amounts due Lender under the Loan Documents and performance and observance by Borrower of each covenant, agreement, provision and term of this Agreement and the other Loan Documents.

10.13 Invalid Provisions. In the event that any provision of this Agreement is deemed to be invalid by reason of the operation of law, or by reason of the interpretation placed thereon by any administrative agency or any court, Borrower and Lender shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Agreement and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected thereby and shall remain in full force and effect.

10.14 Acts by Lender. Notwithstanding anything herein contained to the contrary, Lender will not be required to make any disbursement or perform any other act under this Agreement if, as a result thereof, Lender will violate any law, statute, ordinance, rule, regulation or judicial decision applicable thereto.

10.15 Binding Provisions. The covenants, warranties, agreements, obligations, liabilities and responsibilities of Borrower under this Agreement shall be binding upon and enforceable against Borrower and its legal representatives, administrators, successors and permitted assigns.

10.16 Counterparts. This Agreement may be executed in counterparts, and all said counterparts when taken together shall constitute one and the same Agreement. This Agreement may be signed and delivered by tele facsimile or other electronic signatures and such signatures shall bind the parties hereto. Delivery of an executed counterpart of this Agreement by tele facsimile or other electronic method of transmission shall have the same force and effect as the delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by tele facsimile or any other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of this Agreement.

10.17 No Third Party Beneficiary. This Agreement is only for the benefit of the parties hereto and their permitted successors and assigns. No other Person or entity shall be entitled to rely on any matter set forth herein without the prior written consent of such parties.

10.18 Publicity. Subject to compliance with Applicable Laws, Lender reserves the right to publicize the making of the Loan in any manner it deems appropriate.

10.19 Joint and Several Obligations. The obligations and liabilities of Borrower under this Agreement shall be joint and several and shall be binding upon and enforceable against Borrower and its successors and assigns.

10.20 JURISDICTION AND VENUE. BORROWER HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY BORROWER AND ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT SHALL BE LITIGATED IN THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK COUNTY, NEW YORK OR, IF LENDER INITIATES SUCH ACTION, ANY COURT IN WHICH LENDER SHALL INITIATE SUCH ACTION AND WHICH HAS JURISDICTION. BORROWER HEREBY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED BY LENDER IN ANY OF SUCH COURTS, AND HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS AND COMPLAINT, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT TO THIS AGREEMENT. BORROWER WAIVES ANY CLAIM THAT NEW YORK COUNTY, NEW YORK OR THE SOUTHERN DISTRICT OF NEW YORK IS AN INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD BORROWER, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY APPLICABLE LAW AFTER THE MAILING THEREOF, BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY LENDER AGAINST BORROWER AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS. THE EXCLUSIVE CHOICE OF FORUM FOR BORROWER SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT BY LENDER OF ANY JUDGMENT OBTAINED IN ANY OTHER FORUM OR THE TAKING BY LENDER OF ANY ACTION TO ENFORCE THE SAME IN ANY OTHER APPROPRIATE JURISDICTION, AND BORROWER HEREBY WAIVES THE RIGHT, IF ANY, TO COLLATERALLY ATTACK ANY SUCH JUDGMENT OR ACTION.

10.21 JURY WAIVER. BORROWER AND LENDER HEREBY VOLUNTARILY, KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG BORROWER AND LENDER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR ANY RELATIONSHIP BETWEEN BORROWER AND LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDER TO PROVIDE THE LOAN DESCRIBED HEREIN AND IN THE OTHER LOAN DOCUMENTS.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

BORROWER:		LENDER:

iSUN, INC.		B. RILEY COMMERCIAL CAPITAL, LLC

By:	/s/ Jeffrey Peck	By:	/s/ Phillip J. Ahn
Name:	Jeffrey Peck	Name:	Phillip J. Ahn
Title:	CEO	Title:	Chief Financial Officer

Loan and Security Agreement Signature Page

EXHIBITS

Exhibit A – Form of Note

Exhibit B – Power of Attorney

(Exhibit to Loan and Security Agreement)

EXHIBIT A

FORM NOTE

NOTE

		[PLACE]
$10,000,000.00

The undersigned, for value received, iSun, Inc., a Delaware corporation, promises to pay to the order of B. Riley Commercial Capital, LLC (“Lender”) at its principal office in Woodland Hills, California, the aggregate unpaid amount of the TEN MILLION ($10,000,000.00) DOLLARS (“Loan”) made to the undersigned by Lender pursuant to the Loan and Security Agreement referred to below, such principal amount to be payable on the dates set forth in the Loan and Security Agreement.

The undersigned further promises to pay interest on the unpaid principal amount of the Loan from the date of the Loan until such Loan is paid in full, payable at the rate(s) and at the time(s) set forth in the Loan and Security Agreement. Payments of both principal and interest are to be made in lawful money of the United States of America.

This Note (“Note”) evidences indebtedness incurred under, and is subject to the terms and provisions of, the Loan and Security Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”; terms not otherwise defined herein are used herein as defined in the Loan and Security Agreement), among the undersigned and Lender, to which Loan and Security Agreement reference is hereby made for a statement of the terms and provisions under which this Note may or must be paid prior to its due date or its due date accelerated.

This Note is made under and governed by the laws of the State of New York applicable to contracts made and to be performed entirely within such State without reference to conflicts of law provisions.

(Signature page follows.)

(Exhibit to Loan and Security Agreement)

	iSUN, INC.

	By:

	Title:

EXHIBIT B

POWER OF ATTORNEY

This Power of Attorney is executed and delivered as of September 30, 2021, by iSun, Inc. (the “Borrower”), a corporation organized and existing under the laws of the State of Delaware pursuant to the Loan and Security Agreement, dated as of the date hereof (the “Loan Agreement”), by and among Borrower and Lender named therein. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Loan Agreement.

Upon the occurrence and during the continuance of an Event of Default (unless waived in writing by Lender), Borrower hereby irrevocably constitutes and appoints B. Riley Commercial Capital, LLC or its designee (the “Agent”), Borrower’s true and lawful attorney-in-fact to take any action and execute any instruments which the Agent may deem necessary or advisable (without notice to or assent by Borrower, except to the extent required by the Loan Agreement or applicable Law) to enforce its rights and remedies under the Loan Agreement, the Irrevocable Placement Notice and other related documents, including, without limitation to:

(a) Sell Common Stock of Borrower pursuant to, and in accordance with, the ATM Agreement and the Irrevocable Placement Notice, and execute, in connection with such sale or action, any transfer agent instructions, brokerage agreements, endorsements, assignments or other instruments of conveyance or transfer in connection therewith, and use the net proceeds thereof, after commissions, to repay any and all amounts outstanding under the Loan Agreement;

(b) Execute the ATM Agreement or any successor or replacement to the ATM Agreement on behalf of Borrower upon any termination or attempted termination thereof by Borrower or any person purporting to act through or on behalf of Borrower;

(c) To execute and deliver to the Agent on behalf of Borrower the Irrevocable Placement Notice or any replacement thereof;

(d) Upon the failure of Borrower to do so upon the request of the Agent, file any prospectuses, or supplements thereto, necessary or desirable in order to effectuate the purposes of the Irrevocable Placement Notice;

(e) Do and perform any and every act required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as Borrower might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

This Power of Attorney is irrevocable and coupled with an interest, until the payment in full of the Note.

The authority to grant this Power of Attorney was approved by the Board of Directors of Borrower, by a Unanimous Written Consent dated September 27. 2021.

Borrower, through its Board of Directors, ratifies and confirms everything that the attorneys-in-fact or any of them, may lawfully do or cause to be done by virtue of this instrument.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date first above written.

	iSUN, INC.

	By
	Name:
	Title:

IN PRESENCE OF:

STATE OF VERMONT

COUNTY OF CHITTENDEN

)

)SS.

)

On the 30^TH day of September 2021, before me personally came John Sullivan , to me known, who, being by me duly sworn, did depose and say that he resides at Burlington, Vermont ; that he is the[Chief Financial Officer of iSun, Inc., the corporation described and which executed the foregoing instrument; that he signed his name thereto by order of the Board of Directors of said corporation.

My Commission Expires:
	Notary Public Printed Name:

Exhibit 10.2

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of September 30, 2021 (as amended, supplemented or otherwise modified from time to time, the “Intellectual Property Security Agreement”), is made by iSun, Inc., a Delaware corporation, and all of its affiliated entities (“Borrower”), and B. Riley Commercial Capital, LLC and its successors and assigns (“Lender”).

A. Borrower has entered into the Loan and Security Agreement, dated as of even date herewith (as amended, supplemented, or otherwise modified from time to time, the “Loan and Security Agreement”), with Lender.

B. Under the terms of the Loan and Security Agreement, Borrower has granted a security interest in certain Collateral, including without limitation all of the intellectual property of Borrower to Lender and has agreed as a condition thereof to execute this Intellectual Property Security Agreement for recording with the United States Patent and Trademark Office, the United States Copyright Office, and other applicable governmental agencies.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower agrees as follows:

SECTION 1. Grant of Security. Borrower hereby grants to Lender a security interest in all of Borrower’s right, title and interest in and to all of the following property now owned or at any time hereafter acquired by Borrower or in which Borrower now has or at any time in the future may acquire any right, title or interest, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of Borrower’s Indebtedness (as defined in the Loan and Security Agreement):

(a) (i) all United States trademarks, service marks, trade names, domain names, corporate names, company names, business names, trade dress, trade styles or logos and all registrations of and applications to register the foregoing (except for any applications filed in the United States Patent and Trademark Office on the basis of Borrower’s “intent-to-use” such trademark, unless and until acceptable evidence of use of the trademark has been filed with the United States Patent and Trademark Office pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent, if any, that, and during the period, if any, in which granting a lien in such trademark application prior to such filing would adversely affect the enforceability or validity of such trademark application or of any registration that issues therefrom) and any new renewals thereof, including each registration and application identified in Schedule 1, (ii) the right to sue or otherwise recover for any and all past, present and future infringements, misappropriations, dilutions and other violations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements and dilutions thereof) and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto, together in each case with the goodwill of the business connected with the use of, and symbolized by, each of the above;

(b) (i) all United States patents, patent applications, including, without limitation, each issued patent and patent application identified on Schedule 1, (ii) all inventions and improvements described and claimed therein, (iii) the right to sue or otherwise recover for any and all past, present and future infringements and other violations thereof, (iv) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (v) all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions thereof, all improvements thereon and all other rights of any kind whatsoever accruing thereunder or pertaining thereto;

(c) (i) all United States copyrights, whether or not the underlying works of authorship have been published, and all copyright registrations and copyright applications, and any renewals or extensions thereof, including each registration identified on Schedule 1, (ii) the right to sue or otherwise recover for any and all past, present and future infringements and other violations thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof) and (iv) all other rights of any kind whatsoever accruing thereunder or pertaining thereto; and

(d) any and all Proceeds of the foregoing.

SECTION 2. Recordation. Borrower authorizes and requests that the United States Register of Copyrights or the United States Commissioner of Patents and Trademarks, as applicable, record this Intellectual Property Security Agreement.

SECTION 3. Execution in Counterparts. This Intellectual Property Security Agreement may be executed by one or more of the parties to this Intellectual Property Security Agreement on any number of separate counterparts (including by telecopy or electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

SECTION 4. Governing Law. This Intellectual Property Security Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

SECTION 5. Conflict Provision. This Intellectual Property Security Agreement has been entered into in conjunction with the provisions of the Loan and Security Agreement. The rights and remedies of each party hereto with respect to the security interest granted herein are without prejudice to, and are in addition to those set forth in the Loan and Security Agreement, all terms and provisions of which are incorporated herein by reference. In the event that any provisions of this Intellectual Property Security Agreement are in conflict with the Loan and Security Agreement, the provisions of the Loan and Security Agreement shall govern.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, each of the undersigned has caused this Intellectual Property Security Agreement to be duly executed and delivered as of the date first above written.

	ISUN, INC.

	By:	/s/ Jeffrey Peck
		Name: Jeffrey Peck
		Title: CEO

	B. RILEY COMMERCIAL CAPITAL, LLC

	By:	/s/ Phillip J. Ahn
		Name: Phillip J. Ahn
		Title: Chief Financial Officer

Exhibit 10.3

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This First Amendment to Agreement and Plan of Merger (the “Amendment”) is dated as of September 30, 2021 and is made by and among iSun, Inc., a Delaware corporation (“Parent”), iSun Residential, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“iSun Residential”), iSun Residential Merger Sub, Inc., a Vermont corporation and wholly- owned subsidiary of iSun Residential (“Merger Sub,” and, together with iSun Residential, the “Parent Subsidiaries”), and SolarCommunities, Inc. d/b/a SunCommon, a Vermont benefit corporation (the “Company”), and Duane Peterson, James Moore, each an individual resident of the State of Vermont and Jeffrey Irish, an individual resident of the State of Florida, solely in their capacity as a Shareholder Representative (collectively, the “Shareholder Representative Group”).

Whereas, the Parent, iSun Residential, Merger Sub, the Company, and the Shareholder Representative Group are parties to an Agreement and Plan of Merger dated September 8, 2021 (the “Agreement”; capitalized terms used in this Amendment and not defined shall have the meanings given in the Agreement); and

Whereas, the Buyer and the Seller desire to amend the Agreement as set forth herein;

NOW THEREFORE, the parties agree as follows:

1. Exhibit G to the Agreement is hereby amended as follows:

The paragraph entitled “Form of Earn-out Payment” is deleted in its entirety and replaced with the following: “Form of Earn-out Payment. The Earn-Out consideration shall be paid in cash by wire transfer of immediately available funds to an account specified in writing by the Shareholder Representative Group.”

2. All terms and conditions of the Agreement not amended hereby are and shall remain in full force and effect.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the dated first mentioned above.

	PARENT:

	iSUN, INC.

	By:	/s/ Jeffrey Peck
		Name: Jeffrey Peck
		Title: CEO

	iSUN RESIDENTIAL:

	iSUN RESIDENTIAL INC.

	By:	/s/ Jeffrey Peck
		Name: Jeffrey Peck
		Title: CEO

	MERGER SUB:
	iSUN RESIDENTIAL MERGER SUB, INC.
	By:	/s/ Jeffrey Peck
		Name: Jeffrey Peck
		Title: CEO

Signature Page to First Amendment to Agreement and Plan of Merger

IN WITNESS WHEREOF, the parties have executed or caused this Amendment to be executed as of the dated first mentioned above.

	COMPANY:

	SOLARCOMMUNITIES, INC.

	By:	/s/ Duane Peterson
		Name: Duane Peterson
		Title: Co-President

	SHAREHOLDER REPRESENTATIVE GROUP:

	/s/ Duane Peterson
	Duane Peterson

	/s/ James Moore
	James Moore

	/s/ Jeffrey Irish
	Jeffrey Irish

Signature Page to First Amendment to Agreement and Plan of Merger

SolarCommunities, Inc.

Waterbury, Vermont 05676

Attention: Duane Peterson, Co-President and Founder

Email: duanepeterson@suncommon.com

Dear Duane, James and Jeff:

This first amended and restated letter agreement (this “First A&R Letter Agreement”) amends and restates, in its entirety, the Letter Agreement dated September 8, 2021 entered into in connection with Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 9, 2021 (the “Signing Date”), is entered into among iSun, Inc., a Delaware corporation (“Parent”), iSun Residential, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“iSun Residential”), iSun Residential Merger Sub, Inc., a Vermont corporation and wholly- owned subsidiary of iSun Residential (“Merger Sub,” and, together with iSun Residential, the “Parent Subsidiaries”), and SolarCommunities, Inc. d/b/a SunCommon, a Vermont benefit corporation (the “Company”), and Duane Peterson (“Peterson”), James Moore (“Moore”), each an individual resident of the State of Vermont and Jeffrey Irish (‘Irish”), an individual resident of the State of Florida, solely in their individual capacity.

Except as set forth herein, all capitalized terms shall have the same meanings set forth in the Merger Agreement. By signing this First A&R Letter Agreement, the parties agree as follows:

1. Pre-Closing Loan. Parent hereby loans the following amounts to each of Duane Peterson, James Moore and Jeffrey Irish as of the date hereof.

$2,410,000 (the “Loan Amount”)

2. Capital Contribution to Company. Following receipt of the Loan Amount and prior to Closing, each of Duane Peterson, James Moore and Jeffrey Irish shall make a capital contribution the Company equal to their portion of the Loan Amount (the “Capital Contribution”).

3. Employee Bonus. Parent shall issue or shall direct the Company to issue compensation to employees of the Company in an amount equal to the Capital Contribution, at such times and in such amounts as determined by a majority of Peterson, Moore and Irish in their sole and absolute discretion. The Company shall work with Peterson, Moore and Irish in good faith to issue such compensation in the form of equity incentive compensation to the extent permitted by law and regulation, including the regulations of any exchange on which the shares of Parent are listed.

4. Repayment of Loan. Each of Duane Peterson, James Moore and Jeff Irish shall repay their portion of the Loan Amount to Parent at Closing by reduction of cash consideration due to them pursuant to the Merger Agreement and each of them consent to such reduction.

5. Miscellaneous. Both parties hereto agree to take or cause to be taken such further actions, to execute, acknowledge, deliver and file or cause to be executed, acknowledged, delivered and filed such further documents and instruments, and to use all reasonable efforts to obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes, terms and conditions of this First A&R Letter Agreement. All notices, demands, requests or other communications which may be or are required to be given pursuant to this letter agreement shall be as set forth in the Merger Agreement. This First A&R Letter Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the internal laws of Delaware without giving effect to the principles of conflicts of laws of any jurisdiction. This First A&R Letter Agreement may be executed in as many counterparts as may be required. This First A&R Letter Agreement may be executed by any electronic method, and such electronic signature shall constitute an original.

If the foregoing First A&R Letter Agreement is acceptable to you, please so indicate by signing where indicated below.

Title: Chief Executive Officer

iSUN RESIDENTIAL INC.

iSUN RESIDENTIAL MERGER SUB, INC.

SOLARCOMMUNITIES, INC.

Name: Duane Peterson

Exhibit 10.5

PUT AGREEMENT

This Put Agreement (this “Agreement”), is made and entered as of [DATE], by and between iSun, Inc., a Delaware corporation (the “Company”), and [STOCKHOLDER NAME] (the “Stockholder”).

WHEREAS, the Stockholder is being issued shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value (the “Common Stock”), in connection with that certain Agreement and Plan of Merger between the Company, iSun Residential, Inc., a Delaware corporation, iSun Residential Merger Sub, Inc., a Delaware corporation, and Solar Communities, Inc., a Vermont benefit corporation, dated [DATE] (the “Merger Agreement”);

WHEREAS, the Stockholder desires to have the right to sell to the Company all of the Shares, and the Company desires to grant such right to the Stockholder, pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:

1. Grant of Put.

(a) Right to Sell. Subject to the terms and conditions of this Agreement, at any time on or after the date of this Agreement, the Stockholder shall have the right (the “Put Right”), but not the obligation, to cause the Company to purchase all or any portion of the Shares at the Put Purchase Price (as defined in Section 2 of this Agreement). The Put Right shall expire at 5:00 p.m. ET on the 10^th business day following the date that last of the following events have occurred: (i) registration of the Shares on Form S-3 is declared effective by the United States Securities and Exchange Commission, (ii) delivery to and acceptance by the Exchange Agent of all legal opinions, letters of instructions and audits required to remove any and all restricted legends on the Shares (iii) removal of any and all restricted legends on the Shares and (iv) the Shares are registered and freely tradeable by Stockholders on the NASDAQ without restriction.

(b) Procedures.

(i) If the Stockholder desires to sell the Shares pursuant to Section 1(a), the Stockholder shall deliver to the Company a written, unconditional and irrevocable notice (the “Put Exercise Notice”) exercising the Put Right.

(ii) By delivering the Put Exercise Notice, the Stockholder represents and warrants to the Company that (A) the Stockholder has full right, title and interest in and to the Shares, (B) the Stockholder has all the necessary power and authority and has taken all necessary action to sell such Shares as contemplated by this Section 1, and (C) the Shares are free and clear of any and all mortgages, pledges, security interests, options, rights of first offer, encumbrances or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of this Agreement.

(iii) Subject to Section 1(c) below, the closing of any sale of Shares pursuant to this Section 1 shall take place on the earlier of (i) 60 days following receipt by the Company of the Put Exercise Notice or (ii) December 31, 2021. The Company shall give the Stockholder at least 10 days’ written notice of the date of closing (the “Put Right Closing Date”).

(c) Consummation of Sale. The Company will pay the Put Purchase Price for the Shares by certified or official bank check or by wire transfer of immediately available funds on the Put Right Closing Date. If for any reason Company fails to pay the Put Purchase Price on the Put Right Closing Date interest will accrue on a daily basis on the unpaid Put Purchase Price beginning on the day of the Put Right Closing Date at the lesser of: (1) 18% per annum or (2) the maximum rate of interest permitted by applicable law, until such time as the Put Purchase Payment plus all accrued interest thereon has been paid to Stockholder (as applicable, “Default Interest”). Notwithstanding anything to the contrary, such Default Interest shall be payable in addition to the Put Purchase Price as consideration for the Shares that are the subject of the Put Exercise Notice.

(d) Cooperation. The Company and the Stockholder each shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 1, including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate.

(e) Closing. At the closing of any sale and purchase pursuant to this Section 1, the Stockholder shall deliver to the Company a certificate or certificates representing the Shares to be sold (if any), accompanied by stock powers and all necessary stock transfer taxes paid and stamps affixed, if necessary, against receipt of the Put Purchase Price.

(f) Representations and Warranties of Company

(i) Authority. The Company has full power and authority to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company and is legal, valid, binding and enforceable upon and against the Company.

(ii) No Conflict; Required Filings and Consents. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby do not and will not (a) violate any provision of the organization documents of the Company; (b) violate any law applicable to the Company; (c) conflict with, create a breach or default under, or require any consent of or notice to any third party pursuant to, any contract, agreement, license, permit or other instrument to which the Company is a party; or (d) require any consent or approval of, registration or filing with, or notice to any governmental authority.

2. Put Purchase Price.

(a) In the event Stockholder exercises the Put Right hereunder, the purchase price per share at which the Company shall be required to purchase the Put Shares (the “Put Purchase Price”) shall be equal to the Stock Consideration Per Share Price of the “Stock Consideration,” as those terms is defined in the Merger Agreement.

3. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 3).

If to the Company:	iSun, Inc. 400 Avenue D, Suite 10 Williston, VT 05495 Attn: Jeffrey Peck, CEO E-mail: jeff@isunenergy.com

with a copy to:	Merritt & Merritt 60 Lake Street, Second Floor PO Box 5839 Burlington, VT 05402 Attention: H. Kenneth Merritt, Jr., Esq. Email: kmerritt@merritt-merritt.com

If to the Stockholder:	[STOCKHOLDER ADDRESS] Facsimile: [FAX NUMBER] E-mail: [E-MAIL ADDRESS] Attention: [STOCKHOLDER NAME/TITLE OF OFFICER TO RECEIVE NOTICES]

with a copy to:	[STOCKHOLDER LAW FIRM] Facsimile: [FAX NUMBER] E-mail: [E-MAIL ADDRESS] Attention: [ATTORNEY NAME]

4. Entire Agreement. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

5. Successor and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. However, neither this Agreement nor any of the rights of the parties hereunder may otherwise be transferred or assigned by any party hereto, except that (a) if the Company shall merge or consolidate with or into, or sell or otherwise transfer substantially all its assets to, another company which assumes the Company’s obligations under this Agreement, the Company may assign its rights hereunder to that company and (b) the Stockholder may assign its rights and obligations hereunder to any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Stockholder. Any attempted transfer or assignment in violation of this Section 5 shall be void.

6. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.

7. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

8. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

9. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10. Governing Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State of Vermont in each case located in the State of Vermont, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

11. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action; (b) such party has considered the implications of this waiver; (c) such party makes this waiver voluntarily; and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 11.

12. Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals..

13. Specific Performance. Stockholder, in addition to being entitled to exercise all rights and pursue all remedies granted by law and equity, including recovery of damages and collection of the Put Purchase Price and Default Interest thereon, shall be entitled to specific performance of its rights provided under this Agreement, without the requirement of posting of any bond. The Company agrees that monetary damages may not be adequate compensation for any loss incurred by reason of a breach by the Company of the provisions of this Agreement and hereby agrees, in an action for specific performance, to waive the defense that a remedy at law would be adequate.

14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall together be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

15. No Strict Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Put Option Agreement on the date first written above.

	iSun, Inc.

	By
	Name: Jeffrey Peck
	Title: Chief Executive Officer


	[STOCKHOLDER NAME]

	[By		]
	[Name:]
	[Title:]

Exhibit 10.6

LOCKUP AGREEMENT

This Lockup Agreement (this “Agreement”) is made and entered into as of September __, 2021, by and between iSun, Inc., a Delaware corporation (“iSun”), and the person set forth on the signature page attached hereto (“Stockholder”). Each capitalized term used, but not otherwise defined, herein has the respective meaning ascribed to such term in the Agreement and Plan of Merger, dated as of September , 2021, by and among iSun, iSun Residential Merger Sub, Inc., a Vermont corporation and wholly-owned subsidiary of iSun Residential, Inc., a Delaware corporation and wholly-owned subsidiary of iSun, SolarCommunities, Inc., a Vermont benefit corporation, Jeffrey Irish, James Moore, and Duane Peterson, as Shareholder Representative Group (the “Merger Agreement”).

WHEREAS, the Stockholder has agreed that all shares (the “Shares”) of iSun Common Stock currently held by Stockholder or subsequently issued to Stockholder pursuant to the Merger Agreement, shall be subject to a lockup agreement¹; and

WHEREAS, the execution and delivery of this Agreement by Stockholder is a condition precedent to the obligations of iSun to consummate the transactions contemplated by the Merger Agreement.

NOW, THEREFORE, in consideration of the transactions contemplated by the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Stockholder and iSun hereby agree as follows:

1.	Stockholder hereby acknowledges and agrees that, during the period beginning on the date hereof and ending upon the expiration of the Lockup Period (as defined below), Stockholder shall not:

(a)

sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to any portion of the Shares;

(b)

enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Shares, whether any such transaction is to be settled by delivery of Shares or such other securities, in cash or otherwise; or

(c)

publicly announce any intention to effect any transaction specified in clauses (a) or (b).

As used herein, the term “Lockup Period”, with respect to any Shares, means the period beginning on the date such Shares are issued (each such date, an “Issue Date”) and ending on the date that is 180 days following the applicable Issue Date.

¹ NTD – insert language for Jeffrey Irish allowing 25% of shares to be exempt from Lockup

2.	Notwithstanding the provisions of paragraph 1 above, Stockholder may transfer any of the Shares:

(a)

by gift or other transfer to a member of Stockholder’s immediate family or to a trust, corporation, partnership or limited liability company established for estate planning purposes, the beneficiaries, stockholders, partners or members of which are members of such Stockholder’s immediate family or a charitable organization;

(b)

by virtue of the applicable laws upon dissolution of Stockholder, if the Stockholders is a legal entity;

(c)

by virtue of the Laws of descent and distribution upon the death of Stockholder, as applicable; or

(d)

to any of Stockholder’s Affiliates;

provided, however, that (i) all such permitted transferees shall execute and deliver a lockup agreement substantially in the form of this Agreement and shall be bound by the transfer restrictions contained herein, (ii) any such transfers shall not involve a disposition for value (other than as described above in clause (b)), (iii) any such transfers that result in a reduction of beneficial ownership of the Shares are not required to be reported with the Securities and Exchange Commission (the “SEC”) on Form 4 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iv) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers.

For purposes of this Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

3.	Stockholder hereby represents and warrants to iSun that such Stockholder has full power and authority to enter into this Agreement.

iSun shall cause each of the certificates evidencing the Shares to be legended with the applicable transfer restrictions. Stockholder agrees and consents to the entry of stop transfer instructions with transfer agent and registrar against the transfer of the Shares, except in compliance with this Agreement, and iSun and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement.

5.	This Agreement constitutes the entire agreement by the parties hereto and supersedes all prior understandings, agreements, or representations by the parties hereto, written or oral, to the extent that they relate in any way to the subject matter hereof.

6.	This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

This Agreement and any claim, controversy or dispute arising out of or related to this Agreement or the interpretation and enforcement of the rights and duties of the parties hereto, whether arising in law or equity, whether in contract, tort, under statute or otherwise, shall be governed by and construed in accordance with the domestic laws of the State of Delaware (including in respect of the statute of limitations or other limitations period applicable to any such claim, controversy or dispute), without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (a) when delivered personally to the recipient, (b) when sent by electronic mail or facsimile, on the date of transmission to such recipient, (c) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (d) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and addressed to the address or facsimile number indicated on the books and records of iSun or such other address as a party hereto shall subsequently provide.

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the parties hereto and approved in writing by the Audit Committee of the Board of Directors of iSun. No waiver by any party hereto of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the party making such waiver and, in the case of iSun, approved in writing by the Audit Committee of the Board of Directors of iSun nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

10.

Each of the parties hereto has been informed that irreparable damage would occur if any of the provisions of this Agreement are not performed in accordance with their specific terms and in the event of breach of this Agreement by a party hereto, the non-breaching party would not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which the non-breaching party may be entitled, such party shall be entitled to seek to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

11.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of such parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the fullest extent possible.

12.

This Agreement may be executed in one or more counterparts (including by means of electronic mail or facsimile), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by the other party hereto. The parties hereto agree that the delivery of this Agreement may be effected by means of an exchange of facsimile signatures or other electronic delivery.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Lockup Agreement on the date first written above.

	iSun, Inc.

	By:
	Name:	Jeffrey Peck
	Title:	CEO

	Stockholder:

	[NAME]

Signature Page to Lockup Agreement

Exhibit 10.7

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into as of [ ] __, 2021 by and between SolarCommunities, Inc., a Vermont corporation (the “Company”), and [ ] (“Executive”), each a “party” and together the “parties.” This Agreement consists of this Agreement and Exhibits [A, B and C].

The Company wishes to employ Executive in the position of [ ], and the Executive wishes to serve in such capacity; and

The Company and Executive desire to set forth the terms and conditions of Executive’s employment with the Company.

For purposes of clarity, it is understood that references to “Executive” in this Agreement means employment in an executive position with the Company only, not any parent or affiliate of the Company, which employment will be by separate, written agreement only.

NOW THEREFORE, in consideration of the mutual covenants and agreements in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Company and Executive agree as follows:

1. Term. Unless sooner terminated in accordance with Section 4, the initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and continue until the end date of the Initial Term date as specified on Exhibit A. This Agreement may be renewed upon mutual consent of the parties in writing for additional one (1) year periods (or such other term as mutually agreed by the parties in writing) (each a “Renewal Term,” and together with the Initial Term, the “Employment Period”).

Position and Duties.

Executive will serve as an employee of the Company in the position and having the title set forth on Exhibit A and will have duties and obligations as may be detailed on Exhibit A, as same may be modified by the Board from time to time in accordance with this Agreement. In such capacity, Executive will have the normal duties, responsibilities, and authority of such position, and will report to and be subject to the authority of the person(s) identified on Exhibit A.

During the Employment Period, Executive will devote substantially all of Executive’s business time and attention to the performance of Employee’s duties under this Agreement and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services or Executive’s exercise of judgment in the Company’s best interests, either directly or indirectly, without the prior written consent of the Board in each instance, which consent is in the sole discretion of the Board. Notwithstanding the foregoing, Executive will be permitted: (i) with the prior written consent of the Board in each instance (which consent will not be unreasonably withheld or delayed, but the withholding of which consent will in no event constitute “Good Reason” as defined below) act or serve as a director, trustee, committee member or volunteer of any type of business, civic, or charitable organization, as long as such activities do not compete with the business of the Company, interfere with the performance of the Executive’s duties to the Company or interfere with Executive’s exercise of judgment in the Company’s best interests; and (ii) purchase or own less than three percent (3%) of the publicly traded securities of any corporation, provided that such ownership represents a passive investment and that Executive is not a controlling person of, or a member of a group that controls, such corporation.

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Executive represents and warrants to the Company that Executive’s acceptance of employment with the Company and the performance of Executive’s duties under this Agreement will not conflict with or result in a violation of any contract, agreement, or understanding to which Executive is a party or is otherwise bound, including without limitation any non-solicitation, non- competition or other similar covenant or agreement with a prior employer. Executive represents and warrants that in connection with Executive’s employment with the Company, Executive will not use any third party confidential or proprietary information Executive may have obtained in connection with employment with any prior employer or otherwise.

At any time during the Employment Period, the Company will have the right to insure the life of Executive for the sole benefit of the Company, in such amounts, and with such terms, as it may determine. All premiums payable will be the obligation of the Company. Executive will have no interest in any such policy, but agrees to cooperate with the Company in procuring such insurance by submitting to physical examinations, supplying all information required by the insurance company, and executing all necessary documents, provided that no financial obligation is imposed on Executive by any such documents.

During the Employment Period, the Company may insure Executive under a directors and officers insurance policy in amounts, and on terms and conditions, no less favorable than those policies made available by the Company to any similarly situated executive.

Cooperation. In consideration of the payments and benefits set forth in this Executive Employment Agreement, Executive agrees, during the period of employment with the Company or any of its subsidiaries or affiliates and thereafter, upon written request of the Company, to provide assistance to the Company and its advisors in connection with any audit, investigation or administrative, regulatory or judicial proceeding involving matters within the scope of Executive’s duties and responsibilities to the Company during employment with the Company, or as to which Executive otherwise has knowledge (including being available to the Company upon reasonable notice for interviews and factual investigations, and appearing at the Company’s reasonable request to give testimony without requiring services of a subpoena or other legal process). To the extent reasonably practicable, the Company will coordinate with Executive to minimize scheduling conflicts with Executive’s then current business and personal commitments. The Company will reimburse Executive for all reasonable and documented expenses incurred in connection with such cooperation, including travel, lodging and meals, to the extent, and at the levels, provided to Executive during the Employment Period. Executive will not be required to cooperate against Executive’s own legal interests.

Compensation.

Base Salary and Bonus. The Company will pay Executive a base salary (the “Base Salary”) as set forth on Exhibit A. The Base Salary will be payable in accordance with the Company’s payroll schedule and applicable wage payment laws, but no less frequently than monthly.

Bonus. In the sole discretion of the Board, Executive may be eligible to receive a cash bonus (the “Bonus”), based on the achievement of Executive’s and Company’s performance goals established by the Board, within the measurement period established by the Board (the “Bonus Period”). The Bonus, if any, will be paid on the date that bonuses are paid to similarly situated executives, or if no such date has been established, within sixty (60) days after the end of the applicable Bonus Period.

Compensation Plan. As provided in Exhibit B.

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Benefits. During the Employment Period, Executive, will be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than is provided to other similarly situated executives of the Company to the extent consistent with applicable law and the eligibility of Executive under the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plan at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law, and no such termination will be considered “Good Reason” for termination of this Agreement by Executive except as specified on Exhibit A.

Company Property. During the term of Executive’s employment, Executive will be entitled to use of a Company-provided cellular telephone and laptop computer, and other fringe benefits and perquisites consistent with those provided to similarly situated executives of the Company. Executive acknowledges that all equipment provided by the Company will remain Company property during the Employment Period and thereafter.

Vacation; Paid Time Off. During the Employment Period, Executive will be entitled to _________________ (__) paid days per calendar year (prorated for partial years) of combined vacation and other paid time off, in accordance with the Company’s policies as in effect from time to time and as required by applicable law.

Business Expenses. Executive will be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by Executive in connection with the performance of Executive’s duties in accordance with the Company’s then-current expense reimbursement policies and procedures, including submission of receipts in form as then required by the Company.

4. Termination of Employment. The Employment Period and Executive’s employment may be terminated by either the Company or Executive at any time and for any reason or for no particular reason with or without prior notice. Upon termination of Executive’s employment during the Employment Period, Executive will be entitled to the compensation and benefits described in this Section 4 and will have no further rights to any compensation or any other benefits from the Company or any of its affiliates.

a. For purposes of this Agreement, “Cause” will mean:

Executive’s engagement in dishonesty, fraud, or misconduct injurious to the Company or demonstrably injurious to the Company’s reputation, including without limitation: submission of false claims for expense reimbursement; violations of the Company’s policies against harassment of any kind or nature under federal, state or local laws or regulations; or breach of health or safety regulations as then provided in the Company’s Employee Handbook or other relevant policies;

ii.

Executive’s conviction of (or plea of guilty or nolo contendere to) any crime;

iii.

Executive’s material breach of this Agreement or any other written agreement between the Company and Executive; or

Page 3 of 10

iv.

Executive’s refusal to comply with the reasonable and lawful directives of any person to whom Executive reports or the Company’s Board, or the directives of the President, Chief Executive Office or Board of Directors of iSun, Inc., a Delaware corporation, or [a Member or Manager of iSun Residential, LLC][[the Board of iSun Residential, Inc.], or Executive’s failure adequately to perform Executive’s duties under this Agreement (other than any such failure resulting from incapacity due to physical or mental illness), after the Company has given notice to Executive and Executive has had ten (10) business days in which to cure such deficiency if such deficiency is subject to cure.

For purposes of this Agreement, “Good Reason” will mean:

a material reduction in Executive’s then-current Base Salary;

ii.

the Company’s failure to pay any portion of Employee’s annual Base Salary or failure to pay any Bonus for which Executive has become eligible in accordance with its terms within ten (10) days of the date such compensation is due;

iii.

the Company’s material breach of this Agreement or any other written agreement between the Company and the Employee after opportunity to cure as provided in 4.b.vii below;

iv.

a material adverse change in Executive’s title, authority, duties or responsibilities (other than temporarily while Executive is physically or mentally incapacitated, or as required by applicable law);

a material adverse change in the reporting structure applicable to Executive not applicable to similarly situated executives of the Company; or

vi.

the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law.

vii.

To terminate Executive’s employment for Good Reason, Executive must provide written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds and the Company must have at least sixty (60) business days from the date on which such notice is provided to cure such circumstances. If Employee does not provide notice to the Company of intent to terminate Employee’s employment for Good Reason within thirty (30) days after the first occurrence of the applicable grounds, Employee will be deemed to have waived Employee’s right to terminate for Good Reason with respect to such grounds.

The Employment Period and Executive’s employment may be terminated by the Company for Cause or by Executive without Good Reason and Executive will be entitled to receive:

any accrued but unpaid Base Salary and accrued but unused vacation and paid time off, which will be paid on the pay date immediately following the date of Executive’s termination in accordance with the Company’s customary payroll procedures and applicable law;

ii.

reimbursement for unreimbursed business expenses properly incurred by Executive, which will be subject to and paid in accordance with the Company’s expense reimbursement policy;

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iii.

COBRA benefits and such other employee benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of Executive’s termination; provided that, in no event will Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided in this Agreement.

Items 4(c)(i) through 4(c)(iii) are referred to collectively as the “Accrued Amounts.”

The Employment Period and Executive’s employment may be terminated by the Company without Cause or by Executive for Good Reason. In the event of such termination, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with the Exhibit C to this Agreement and Executive’s execution, within twenty-one (21) days following receipt, of a release of claims in favor of the Company, its affiliates, subsidiaries, shareholders, officers and directors and its and their successors and assigns in a reasonable and customary form that is provided by the Company (which release is not revoked by Executive if such release includes a revocation period), Executive will be entitled to receive the following:

A lump sum payment or installment payments payable on then-current payroll payment dates, in the discretion of the Company, equal to Executive’s Base Salary less deductions required by law, beginning on the termination date of Executive’s employment for the year in which Executive’s termination occurs (provided that if Executive terminates for Good Reason due to a material reduction in Executive’s Base Salary, the payment will be equal to Executive’s Base Salary prior to such reduction). In the event Executive’s employment is terminated in the final six months of any year, Executive will be paid a total of six (6) months’ Base Salary less deductions required by law; and

ii.

A lump sum payment equal to the product of (A) the Bonus, if any, that Executive otherwise would have earned for the Bonus Period of Executive’s termination had no termination occurred, based on achievement of the applicable performance goals for such Bonus Period; and (B) a fraction, the numerator of which is the number of days Executive was employed by the Company during the Bonus Period of termination and the denominator of which is the number of days in such Bonus Period (the “Pro Rata Bonus”), less applicable deductions as required by law. This amount will be paid on the date that Bonuses are paid to similarly situated executives. In no event will this paragraph be construed to require payment of any Bonus other than as prescribed by any then-current Bonus Plan in which Executive participated immediately prior to termination.

Executive’s employment under this Agreement will terminate automatically upon Executive’s death during the Employment Period. The Company may terminate Executive’s employment on account of Executive’s Disability. If Executive’s employment is terminated during the Employment Period on account of Executive’s death or Disability, Executive (or Executive’s estate and/or beneficiaries, as the case may be) will be entitled to receive the following:

the Accrued Amounts; and

Page 5 of 10

ii.

a lump sum payment equal to the Pro Rata Bonus, if any, that Executive would have earned for the Bonus Period of Executive’s termination based on the achievement of applicable performance goals for such Bonus Period, which will be payable on the date that bonuses are paid to the Company’s similarly situated executives, but in no event later than one hundred eighty (180) days following the date of Executive’s termination, provided however, that if Executive’s beneficiaries or estate are then entitled to payments from a life insurance policy the premiums of which were paid by Company, the Bonus will be reduced by the amount of payments received or to be received by the beneficiaries or estate under such life insurance policy.

For purposes of this Agreement, “Disability” will mean Executive’s inability, due to physical or mental incapacity, to perform or be reasonably expected to perform, the essential functions of Executive’s job, with or without reasonable accommodation as then required by law, for sixty (60) consecutive days or ninety (90) days out of any three hundred sixty-five (365) day period. Any question as to the existence of Executive’s Disability as to which Executive and the Company cannot agree will be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. The determination of Disability made in writing to the Company and Executive will be final and conclusive for all purposes of this Agreement. Notwithstanding any other provision contained herein, any payments made in connection with Executive’s Disability will be provided in a manner consistent with applicable law. Following Executive’s death or a termination of Executive’s employment by reason of a Disability, except as set forth in this Section 4.e, Executive will have no further rights to any compensation or any other benefits under this Agreement.

Unless otherwise agreed in writing by the Executive and the Company, termination of Executive’s employment pursuant to this Agreement will be effective on the earliest of (i) thirty (30) days after Employee, for any reason, gives written notice to the Company of Employee’s termination without Good Reason, (ii) the day the Company gives written notice to Executive of Executive’s termination for Cause (provided that other required notices have been provided and cure periods elapsed related to such termination for Cause), (iii) thirty (30) days after the Company, for any reason other than Cause, gives written notice to Executive of Executive’s termination; (iv) sixty (60) days after Executive tenders notice of termination for Good Reason provided the Company has not cured the circumstances giving reason for termination for Good Reason, and further provided that no such termination will occur if the Company is moving reasonably to cure during the sixty day cure period. The notice of termination will specify the termination provision of this Agreement relied upon, and the facts and circumstances claimed to provide a basis for any termination for Cause or for Good Reason. If the Company terminates Executive’s employment for any reason other than Cause, (A) Executive (or Executive’s estate in the event of Executive’s death) will receive compensation through the notice period, and (B) the Company reserves the right to require

that Executive not perform any services or report to work during the notice period.

Upon termination of Employee’s employment for any reason, Employee will be deemed to have resigned from all positions that Employee holds as an officer or member of the Board of the Company and/or any of its affiliates.

5. Restrictive Covenants. As a condition of Employee’s employment with the Company, Employee will enter into and abide by the Confidential Information, Inventions, Non- Solicit and Non-Compete Agreement attached as Exhibit C to this Agreement.

Page 6 of 10

6. Section 409A.

a. This Agreement is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or an exemption thereunder and will be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral will be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement will be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment will only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event will the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Employee on account of non-compliance with Section 409A.

b. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit will not be paid until the first payroll date to occur following the six-month anniversary of the date of Executive’s termination or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date will be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter any remaining payments will be paid without delay in accordance with Executive’s original schedule.

c. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement will be provided in accordance with the following:

i. the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

ii. any reimbursement of an eligible expense will be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

iii. any right to reimbursements or in-kind benefits under this Agreement will not be subject to liquidation or exchange for another benefit.

7. Governing Law; Arbitration. This Agreement will be governed by the laws of the State of Vermont, without regard to its principles of conflicts of law. Other than as provided in the Company’s Confidential Information, Inventions, Non-Solicit and Non-Compete Agreement and/or any Company Plan to which Executive is subject, in the event the parties are unable to resolve any dispute arising out of or in connection with this Agreement through negotiation within thirty (30) calendar days after written notification by one Party to the other as to the existence and nature of such dispute (or such longer period as the parties may agree), the parties agree to submit the dispute to binding arbitration in Burlington, Vermont. The arbitration will be by a single arbitrator experienced in employment matters acceptable to both parties. The arbitration will be governed by the Vermont Arbitration Act, the United States Arbitration Act and the rules of the American Arbitration Association Employment Arbitration Rules and Mediation Procedures and Due Process Protocol. Judgment upon the award will be in writing in form suitable for entry by any court having jurisdiction. The arbitrator will not be empowered to award damages in excess of actual damages, but will be empowered (not required) to require any Party to pay the reasonable attorneys’ fees and expenses and other arbitration costs of any other Party. Unless the arbitrator awards fees and expenses of arbitration, the parties will each bear their own costs of arbitration and be jointly responsible for the costs of the arbitrator.

Page 7 of 10

8. Notices. Notices under this Agreement will be in writing, and will be effective when received by confirmed electronic mail or nationally recognized courier service, to the following addresses (or such other addresses as specified by the parties by like notice): if to the Company, to the attention of Jeffrey Peck, or its then current CEO, at the principal office of the Company; if to Executive, to the latest home address of Executive shown on the records of the Company. Refusal to accept delivery will be deemed receipt. Notice by email will be effective upon receipt if confirmed by recognized courier service. If notice is to the Company, additional notice will be provided to: H. Kenneth Merritt, Jr., Esq., Merritt & Merritt, 60 Lake Street 2^nd Floor, PO Box 5839, Burlington, VT 05402, kmerritt@merritt-merritt.com. If notice is to Executive, additional notice, if any, will be sent as provided on Exhibit A.

9. Entire Agreement. This Agreement and [NAMED – TBD] agreements contemplated herein, as well as the Company’s Employee Handbook and other plans specifically applicable to Executive by their terms as then in effect, constitute the entire agreement between the parties with respect to the employment of Employee and supersede all prior or contemporaneous agreements whether written or oral. To the extent the terms of this Agreement conflict with the Company’s Employee Handbook or other Company policies, this Agreement will control.

10. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by Executive and the Company. No waiver by either of the Parties of any breach by the other Party or of any provision of this Agreement will be deemed a waiver of any other breach or provision at the same or any other time.

11. Severability. Should any provision of this Agreement be held to be invalid or unenforceable in any respect, such invalidity or unenforceability will not affect any other provisions, and this Agreement will be construed as if such invalid or unenforceable provision were not contained in this Agreement provided that the purpose of this Agreement may be maintained.

12. Captions. The section headings of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to its section heading.

13. Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Each Party agrees that this Agreement and any other documents to be delivered in connection with this Agreement may be electronically signed and delivered, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.

14. Successors and Assigns. This Agreement is personal to Executive and will not be assigned by Executive. Any purported assignment by Executive will be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of the Company. This Agreement will inure to the benefit of the Company and permitted successors and assigns.

15. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties will survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement. Executive’s obligations under the Information, Inventions, Non-Solicit and Non-Compete Agreement will survive in accordance with its terms.

Page 8 of 10

16. Set-Off and Mitigation. The Company’s obligation to pay Executive the amounts provided and to make the arrangements provided under this Agreement will be subject to set-off, counterclaim, or recoupment of amounts owed by Executive to the Company or its parent(s) or affiliates; provided, however, that to the extent any amount so subject to set-off, counterclaim, or recoupment is payable in installments, such set-off, counterclaim, or recoupment will not modify the applicable payment date of any installment, and to the extent an obligation cannot be satisfied by reduction of a single installment payment, any portion not satisfied will remain an outstanding obligation of Executive and will be applied to the next installment only at such time the installment is otherwise payable pursuant to the specified payment schedule. Executive will not be required to mitigate the amount of any payment provided pursuant to this Agreement by seeking other employment or otherwise, and except as specifically provided in this Agreement under Section 4e.ii, the amount of any payment provided for pursuant to this Agreement will not be reduced by any compensation or benefit earned as a result of Executive’s other employment or otherwise.

17. Acknowledgement. EXECUTIVE ACKNOWLEDGES AND AGREES THAT THEY HAVE FULLY READ, UNDERSTOOD AND VOLUNTARILY ENTERED INTO THIS AGREEMENT, AND THAT THEY HAVE HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

[Signature page follows]

Page 9 of 10

ACKNOWLEDGMENT OF ARBITRATION

EACH OF THE UNDERSIGNED UNDERSTANDS THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE. AFTER SIGNING THIS DOCUMENT, EACH PARTY UNDERSTANDS THAT IT WILL NOT BE ABLE TO BRING A LAWSUIT CONCERNING ANY DISPUTE THAT MAY ARISE THAT IS COVERED BY THE ARBITRATION AGREEMENT, UNLESS IT INVOLVES A QUESTION OF CONSTITUTIONAL OR CIVIL RIGHTS. INSTEAD, EACH PARTY AGREES TO SUBMIT ANY SUCH DISPUTE TO AN IMPARTIAL ARBITRATOR.

IN WITNESS WHEREOF, the parties have executed this Executive Employment Agreement as of the date first set forth above.

SOLARCOMMUNITIES, INC.

By:
Name:
Title:

EXECUTIVE:



Print Name:

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Exhibit 10.8

IRREVOCABLE PROXY

In accordance with the Agreement and Plan of Merger (the “Agreement”) by and among iSun, Inc., a Delaware corporation (the “Company”), iSun Residential Merger Sub, Inc., a Vermont corporation, iSun Residential, Inc., a Delaware corporation, SolarCommunities, Inc., a Vermont benefit corporation, Jeffrey Irish, James Moore, and Duane Peterson as Shareholder Representative Group), the undersigned Stockholder (the “Stockholder”) agrees as follows:

1. Grant of Irrevocable Proxy.

(a) The Stockholder, with respect to all of the shares (the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”) owned, now or in the future, by the Stockholder, the Stockholder hereby grants to Jeffrey Peck (the “Holder”) an irrevocable proxy under Section 212 of the Delaware General Corporation Law to vote the Shares in any manner that the Holder may determine in his sole and absolute discretion to be in the Holder's own best interest, all of the Shares with respect to which the Stockholder has voting power at the date hereof at any meeting of stockholders of the Company or action by written consent with respect to any matter or the transactions contemplated thereby. It is expressly understood and agreed that the foregoing irrevocable proxy is hereby granted to the Holder by the Stockholder pursuant to the Agreement and is coupled with an interest.

(b) Because of this interest in the Shares, the Holder shall have no duty, liability and obligation whatsoever to the Stockholder arising out of the exercise by the Holder of the foregoing irrevocable proxy. The Stockholder expressly acknowledges and agrees that (i) the Stockholder will not impede the exercise of the Holder's rights under the irrevocable proxy and (ii) the Stockholder waives and relinquishes any claim, right or action the Stockholder might have, as a stockholder of the Company or otherwise, against the Holder or any of his affiliates in connection with any exercise of the irrevocable proxy granted hereunder.

(c) The Stockholder has the right to notice of or to any and all special and general meetings of stockholders during the term of this Irrevocable Proxy and further severally agrees that if any notice is given by the Company to the Stockholder, such notice will be deemed to have been validly given to the Stockholder for all purposes.

2. Legend. The Stockholder agrees to permit an appropriate legend on certificates evidencing the Shares reflecting the grant of the irrevocable proxy contained in the foregoing Section

3. Representations and Warranties. The Stockholder represents and warrants to the Holder as follows:

(a) The Stockholder has the all necessary rights, power and authority to execute, deliver and perform his obligations under this Irrevocable Proxy. This Irrevocable Proxy has been duly executed and delivered by the Stockholder and constitutes his legal and valid obligation enforceable against the Stockholder in accordance with its terms.

(b) The Stockholder is the record owner of the Shares listed under his name on Appendix A and the Stockholder has plenary voting and dispositive power with respect to such Shares; the Stockholder owns no other shares of the capital stock of the Company; there are no proxies, voting trusts or other agreements or understandings to which such Stockholder is a party or bound by and which expressly require that any of the Shares be voted in any specific manner other than this Irrevocable Proxy; and such Stockholder has not entered into any agreement or arrangement inconsistent with this Irrevocable Proxy.

4. Equitable Remedies. The Stockholder acknowledges that irreparable damage would result if this Irrevocable Proxy is not specifically enforced and that, therefore, the rights and obligations of the Holder may be enforced by a decree of specific performance issued by a court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith. Such remedies shall, however, not be exclusive and shall be in addition to any other remedies which the Holder may otherwise have available.

Dated September __, 2021.


	Duane Peterson

Exhibit 99.1

October 4, 2021

FOR IMMEDIATE RELEASE:

iSun Completes Acquisition of SunCommon

Terms of the definitive agreement reached on September 8, 2021 have been met

WILLISTON, VT.--(BUSINESS WIRE)—iSun, Inc. (NASDAQ: ISUN) (the “Company”, or “iSun”), a leading solar energy and clean mobility infrastructure company with 50-years of construction experience in solar, electrical and data services, announced today that it has completed its acquisition of SunCommon, pursuant to the terms previously announced on September 8, 2021.

HIGHLIGHTS:

●	Creates a regional full-service solar installation leader servicing the residential, commercial, industrial and utility-scale markets as well as the growing demand for the electric vehicle charging infrastructure.

●	Positions combined company to effectively capitalize on emerging opportunities in the residential and small commercial landscape.

●	Leverages brand and marketing expertise of SunCommon to effectively grow presence and message in new regional markets.

●

Transaction consideration to SunCommon shareholders includes approximately $25,534,621 in cash and an aggregate of 1,810,915 shares of ISUN shares of Common Stock of iSun; provides for the future distribution of $2.5 million directly to SunCommon employees, expands eligibility under the Company’s Equity Incentive Plan to all iSun employees, and provides for $1.5 million working capital infusion into SunCommon, now a wholly owned subsidiary of iSun Residential, Inc.

●	Anticipated to be accretive to earnings as a result of increased combined revenues and net income as of Q4 2021.

●	Alignment of software, shared services and vendor base will enable synergies with expected $1.25 million in savings in year-1 and provide opportunities to reduce customer acquisition costs across all business segments.

The transaction executes phase one of iSun’s recently announced East Coast residential strategy and builds on iSun’s commercial, industrial and utility-scale presence in Maine, New Hampshire, Vermont, Connecticut, Massachusetts, Rhode Island, New York, Maryland, North Carolina and South Carolina. The acquisition furthers iSun’s ability to both drive the transition from dirty to clean energy and capitalize on the increasing focus on the climate crisis. The combined organization on a pro forma basis generated net revenues of approximately $51.4 and $70.0 million in calendar years 2020 and 2019, respectively. SunCommon’s anticipated positive EBITDA will enhance the Company’s overall EBTIDA. Management estimates year-1 SG&A synergies to be approximately $1.25 million related to integration of backend software and implementation of a shared services platform consisting of administrative related functions (finance, IT, software), while the differing revenue cycles of the two business will improve cash-flow.

October 4, 2021

“The electrification of everything – automobiles in particular - is going to rapidly accelerate energy demand across all sectors,” stated Jeffrey Peck, iSun Chairman and Chief Executive Officer. “With this acquisition, iSun is perfectly positioned (has the perfect partner) to address this opportunity across the residential sector with a partner who has built a scalable residential platform with best-in-class capabilities, industry leading customer acquisition cost of $0.36/Wdc, and most important – who shares our values. We’re excited to help enhance their capabilities as we progress to phase two of our residential strategy.”

Transaction Details.

Both iSun and SunCommon’s respective Boards of Directors unanimously approved the Definitive Agreement, which includes a cash payment of $25,534,621 and 1,810,915 shares of common stock (approximately $2.5 million of the consideration will be distributed to SunCommon employees), $1.5 million working capital infusion and additional earnout provisions, subject to customary purchase price adjustments and customary seller representations and warranties and indemnification obligations.

In 2020, SunCommon generated approximately $33.1 million in revenue with gross margins of approximately 30.2% and maintained customer acquisition costs well below those advertised by other residential solar market leaders.

Mr. Peck will serve as the CEO of the combined organizations, and Mr. Peterson and Mr. Moore will continue to serve as co-Presidents of SunCommon. The existing iSun Board of Directors will remain as currently established.

B. Riley Commercial Capital, LLC provided a $10 million secured loan to the Company, which allowed the Company to take advantage of its low debt to equity ratio and preserve shareholder value for the transaction.

Additional details of the transaction will be included with the Company’s Current Report on Form 8-K, which will be filed with the United States Securities and Exchange Commission, and will be available on the iSun website when filed.

About iSun Inc.

Since 1972, iSun has accelerated the adoption of proven, life-improving innovations in electrification technology. iSun has been the trusted electrical contractor to Fortune 500 companies for decades and has installed clean rooms, fiber optic cables, flight simulators, and over 400 megawatts of solar systems. The Company has provided solar EPC services across residential, commercial & industrial, and utility scale projects and provides solar electric vehicle charging solutions for both grid-tied and battery backed solar EV charging systems. iSun believes that the transition to clean, renewable solar energy is the most important investment to make today and is focused on profitable growth opportunities. Please visit www.isunenergy.com for additional information.

October 4, 2021

About SunCommon.

SunCommon is a market-solution to climate change. Operating in New York’s Hudson Valley and as the market-leading provider of residential, community and commercial solar in Vermont – SunCommon believes that everyone has the right to a healthy environment and brighter future – and renewable energy is where it starts. SunCommon is a Certified B Corp based on a rigorous third-party assessment of its commitment to the triple bottom line of people, planet and profit. SunCommon’s 200 employees are passionate about SunCommon’s values-led business and the positive environmental impact SunCommon has created and will continue to create. For more information, go to https://suncommon.com or connect with SunCommon on Facebook and Twitter @suncommon.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of

1995, as amended. Words or phrases such as “may,” “should,” “expects,” “could,” “intends,” “plans,” “anticipates,” “estimates,” “believes,” “forecasts,” “predicts” or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, effective tax rate, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.

The forward-looking statements included in this press release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the risk factors described from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.

All forward-looking statements included in this press release are based on information currently available to us, and we assume no obligation to update any forward-looking statement except as may be required by law.

IR Contact:

Tyler Barnes

IR@isunenergy.com

802-289-8141

Loan Recipient	Loan Amount

Duane Peterson	$963,000
James Moore	$963,000
Jeffrey Irish	$484,000

Total	$2,410,000 (the “Loan Amount”)