10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2012
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number   000-53697

CORONUS SOLAR INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(State or other jurisdiction of incorporation or organization)

1100-1200 West 73rd Avenue

Vancouver, British Columbia

Canada   V6P 6G5

(Address of principal executive offices, including zip code.)

604-267-7078

(telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.   YES [X]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES [   ]     NO [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	[   ]	Accelerated Filer	[   ]
Non-accelerated Filer	[   ]	Smaller Reporting Company	[X]
(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES [   ]     NO [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  17,219,486 as of February 14, 2013.

TABLE OF CONTENTS

			Page
PART I.
Item 1.	Financial Statements.		3
	Financial Statements:
		Consolidated Balance Sheets	3
		Consolidated Statements of Operations and Comprehensive Loss	4
		Consolidated Statements of Stockholders’ Equity (Deficiency)	5
		Consolidated Statements of Cash Flows	7
		Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		39
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		54
Item 4.	Controls and Procedures.		54
PART II.
Item 1A.	Risk Factors.		54
Item 6.	Exhibits.		55
Signatures			61
Exhibit Index			62

-2-

PART I.

ITEM 1.                FINANCIAL STATEMENTS.

CORONUS SOLAR INC.

(A Development Stage Enterprise)

CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars)

(Unaudited)

		December 31,		March 31,
		2012		2012
ASSETS
CURRENT
Cash and cash equivalents	$	426,679	$	327
Other receivables		8,337		900
Prepaid expenses and deposits (Note 19(c), (d), (e), (f) & (h))		1,285,840		42,149
Assets held for sale (Note 10)		-		40,161
TOTAL CURRENT ASSETS		1,720,856		83,537
CONSTRUCTION IN PROGRESS (Note 8)		658,440		6,584,400
PROPERTY, PLANT AND EQUIPMENT (Note 7)		1,348,809		334,789
INTANGIBLE ASSET (Note 9)		-		4,180
TOTAL ASSETS	$	3,728,105	$	7,006,906
LIABILITIES
CURRENT
Accounts payable and accrued liabilities (Note 18)	$	28,819	$	144,656
Loan from a shareholder (Note 11)		-		243,288
Convertible notes payable (Note 14)		-		15,198
Senior secured promissory note (Note 15)		1,429,707		-
Notes payable (Note 12)		69,184		37,100
Liabilities held for sale		-		33,475
TOTAL CURRENT LIABILITIES		1,527,710		473,717
NOTES PAYABLE (Note 12)		541,914		202,084
TOTAL LIABILITIES		2,069,624		675,801
STOCKHOLDERS’ EQUITY
SHARE CAPITAL  (Note 15)
Authorized:
Unlimited voting common shares without par value
Issued and outstanding:
17,219,486 common shares (March 31, 2012: 27,096,086)		1,548,492		7,474,452
ADDITIONAL PAID IN CAPITAL		598,534		598,534
ACCUMULATED OTHER COMPREHENSIVE LOSS		(27,624)		(26,232)
DEFICIT, accumulated during the development stage		(460,921)		(1,715,649)
TOTAL STOCKHOLDERS’ EQUITY		1,658,481		6,331,105
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,728,105	$	7,006,906
CONTINGENT LIABILITIES (Note 16)
GOING CONCERN (Note 2)

(See accompanying notes to the financial statements)

-3-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in U.S. Dollars)

(Unaudited)

										Cumulative from
		Three months ended				Nine months ended				Inception
		December 31,				December 31,				(December 3, 2001) to
		2012		2011		2012		2011		December 31, 2012
REVENUE	$	-	$	-	$	-	$	-	$	1,751
EXPENSES
Amortization - tangible and intangible assets		607		1,805		4,211		5,416		57,358
Financing costs on promissory note		3,228		-		3,228		-		3,228
Consulting fees		28,700		-		28,700		-		49,628
Interest on shareholder loan		5		2,227		435		6,778		28,308
Interest and bank charges		2,893		4,626		11,947		10,296		44,801
Office and miscellaneous		15,487		7,931		41,552		39,370		148,242
Professional fees		14,161		13,898		63,629		54,763		413,028
Repairs and maintenance		-		-		-		-		869
Salaries and wages  (Note 18)		24,218		23,588		74,400		62,604		543,614
Stock based compensation		-		-		-		-		492,309
Telephone and utilities		58		207		251		628		12,628
Advertising and promotion		(402)		-		-		143		9,124
Travel		1,224		971		1,224		993		4,380
Feasibility study		27,250		33,065		143,407		74,798		260,277
Foreign exchange loss		(216)		110		8,241		2,858		13,975
Write-down of land deposits		-		-		-		3,210		11,610
Write down in website development costs		-		-		-		-		17,390
Write-off trademark cost		-		-		-		-		279
Write-off on discount of convertible notes		919		-		81,156		-		81,156
		118,132		88,428		462,381		261,857		2,192,204
OTHER ITEMS
Interest income		0		-		85		-		116
Debt forgiven		-		-		-		-		13,192
Gain on sale of assets		-		-		1,717,024		-		1,717,024
Others		-		-		-		-		(800)
		0		-		1,717,109		-		1,729,532
NET INCOME (LOSS) FOR THE PERIOD		(118,132)		(88,428)		1,254,728		(261,857)		(460,921)
Other comprehensive income (loss) for the period
Exchange difference on translation		101		(6,779)		(1,392)		7,544		(27,624)
COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD	$	(118,031)	$	(95,207)	$	1,253,336	$	(254,313)	$	(488,545)
Profit (loss) per share - Basic  (Note 6)	$	(0.01)	$	(0.00)	$	0.06	$	(0.01)
Weighted average number of common shares outstanding - basic		17,219,486		27,091,836		22,103,914		27,033,715
Profit (loss) per share - Diluted (Note 6)	$	(0.01)	$	(0.00)	$	0.05	$	(0.01)
Weighted average number of common shares outstanding - diluted		17,219,486		27,091,836		22,929,230		27,033,715

(See accompanying notes to the financial statements)

-4-

CORONUS SOLAR INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

December 3, 2001 (inception) to December 31, 2012

(Expressed in U.S. Dollars)

				ACCUMULATED	DEFICIT
				OTHER	ACCUMULATED
			ADDITIONAL	COMPREHENSIVE	DURING	TOTAL
	COMMON		PAID-IN	INCOME	DEVELOPMENT	STOCKHOLDERS’
	SHARES	AMOUNT	CAPITAL	(LOSS)	STAGE	EQUITY
Stock issued for service at $0.0525 per share on December 5, 2001	75,000	3,931	-	-	-	3,931
Stock issued for cash at $0.0002 per share	6,750,000	353,767	-	-	-	353,767
Stock issued for cash at $0.0525 per share on December 5, 2001	300,000	15,722	-	-	-	15,722
Stock-based compensation on 75,000 options granted	-	-	6,026	-	-	6,026
Comprehensive income (loss):
Currency translation adjustment	-	-	-	(9)	-	(9)
(Loss) for the period	-	-	-	-	(376,277)	(376,277)
Balance, March 31, 2002	7,125,000	373,420	6,026	(9)	(376,277)	3,160
Stock issued for cash at $0.055 per share on April 5, 2002	235,294	12,916	-	-	-	12,916
Stock issued for cash at $0.0725 per share on June 18, 2002	88,890	6,458	-	-	-	6,458
Exercise of warrants at $0.055 per share on August 15, 2002	235,294	12,916	-	-	-	12,916
Stock issued for cash at $0.0725 per share
on December 16, 2002	44,444	3,229	-	-	-	3,229
on January 10, 2003	44,446	3,229	-	-	-	3,229
on January 21, 2003	88,890	6,458	-	-	-	6,458
on March 7, 2003	205,690	14,944	-	-	-	14,944
on March 13, 2003	27,644	2,008	-	-	-	2,008
Stock issued for debt at $0.0725 per share on January 15, 2003	22,222	1,615	-	-	-	1,615
Imputed interest from shareholder loan	-	-	340	-	-	340
Stock-based compensation on 25,000 options granted	-	-	1,957	-	-	1,957
Comprehensive income (loss):
Currency translation adjustment	-	-	-	197	-	197
(Loss) for the year	-	-	-	-	(67,360)	(67,360)
Balance, March 31, 2003	8,117,814	437,194	8,323	188	(443,637)	2,068
Stock issued for cash at $0.0835 per share
on April 2, 2003	88,890	7,403	-	-	-	7,403
on May 13, 2003	44,446	3,702	-	-	-	3,702
on May 21, 2003	44,446	3,702	-	-	-	3,702
on June 23, 2003	133,334	11,105	-	-	-	11,105
on August 1, 2003	44,444	3,702	-	-	-	3,702
on August 6, 2003	44,446	3,702	-	-	-	3,702
on October 24, 2003	50,000	4,164	-	-	-	4,164
on November 18, 2003	50,000	4,164	-	-	-	4,164
Stock issued for debt at $0.0835 per share
on April 15, 2003	22,222	1,851	-	-	-	1,851
on July 15, 2003	22,222	1,851	-	-	-	1,851
on October 15, 2003	22,222	1,851	-	-	-	1,851
Comprehensive income (loss):
Currency translation adjustment	-	-	-	(265)	-	(265)
(Loss) for the year	-	-	-	-	(63,056)	(63,056)
Balance, March 31, 2004	8,684,486	484,390	8,323	(77)	(506,693)	(14,057)
Stock issued for cash at $0.039 per share
on June 15, 2004	1,200,000	47,054	-	-	-	47,054
on June 30, 2004	400,000	15,685	-	-	-	15,685
on December 17, 2004	1,510,000	59,210	-	-	-	59,210
Forgiveness of debt by a director and shareholder	-	-	3,921	-	-	3,921
Comprehensive income (loss):
Currency translation adjustment	-	-	-	(12,847)	-	(12,847)
(Loss) for the year	-	-	-	-	(65,452)	(65,452)
Balance, March 31, 2005	11,794,486	606,339	12,244	(12,924)	(572,145)	33,514
Exercise of warrants at $0.042 per share
on July 28, 2005	200,000	8,385	-	-	-	8,385
on September 14, 2005	100,000	4,193	-	-	-	4,193
Stock issued for debt at $0.042 per share on March 15, 2006	395,600	16,586	-	-	-	16,586
Forgiveness of debt by a director and shareholder	-	-	34,798	-	-	34,798
Imputed interest from shareholder loan	-	-	350	-	-	350
Stock-based compensation on 450,000 options granted	-	-	31,972	-	-	31,972
Comprehensive income (loss):
Currency translation adjustment	-	-	-	1,059	-	1,059
(Loss) for the year	-	-	-	-	(112,773)	(112,773)
Balance, March 31, 2006	12,490,086	635,502	79,364	(11,865)	(684,918)	18,083

(See accompanying notes to the financial statements)

-5-

CORONUS SOLAR INC.

(A Development Stage Company)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

December 3, 2001 (inception) to December 31, 2012

(Expressed in U.S. Dollars)

							ACCUMULATED		DEFICIT
							OTHER		ACCUMULATED
					ADDITIONAL		COMPREHENSIVE		DURING		TOTAL
	COMMON				PAID-IN		INCOME		DEVELOPMENT		STOCKHOLDERS’
	SHARES		AMOUNT		CAPITAL		(LOSS)		STAGE		EQUITY
Stock issued for cash at $0.044 per share
on November 24, 2006	600,000		26,369		-		-		-		26,369
on December 7, 2006	400,000		17,579		-		-		-		17,579
Forgiveness of debt by a director and shareholder	-		-		31,643		-		-		31,643
Imputed interest from shareholder loan	-		-		939		-		-		939
Stock-based compensation on 100,000 options granted	-		-		7,932		-		-		7,932
Comprehensive income (loss):
Currency translation adjustment	-		-		-		(108)		-		(108)
(Loss) for the year	-		-		-		-		(65,430)		(65,430)
Balance, March 31, 2007	13,490,086		679,450		119,877		(11,973)		(750,348)		37,006
Stock issued for debt at $0.0485 per share
on May 4, 2007	52,500		2,548		-		-		-		2,548
Forgiveness of debt by a director and shareholder	-		-		34,950		-		-		34,950
Imputed interest from shareholder loan	-		-		1,126		-		-		1,126
Stock-based compensation on 100,000 options granted	-		-		8,787		-		-		8,787
Comprehensive income (loss):
Currency translation adjustment	-		-		-		4,447		-		4,447
(Loss) for the year	-		-		-		-		(96,432)		(96,432)
Balance, March 31, 2008	13,542,586		681,999		164,740		(7,526)		(846,780)		(7,567)
Forgiveness of debt by a director and shareholder	-		-		31,932		-		-		31,932
Imputed interest from shareholder loan	-		-		2,228		-		-		2,228
Stock-based compensation	-		-		55,180		-		-		55,180
Comprehensive income (loss):
Currency translation adjustment	-		-		-		10,232		-		10,232
(Loss) for the year	-		-		-		-		(172,863)		(172,863)
Balance, March 31, 2009	13,542,586		681,999		254,080		2,706		(1,019,643)		(80,858)
Stock issued for acquisition of Coronus Energy Corp. on November 2, 2009	2,000,000		10,752		10,886		-		-		21,638
Forgiveness of debt by a director and shareholder	-		-		33,015		-		-		33,015
Imputed interest from shareholder loan	-		-		4,997		-		-		4,997
Stock-based compensation	-		-		26,144		-		-		26,144
Comprehensive income (loss):
Currency translation adjustment	-		-		-		(25,943)		-		(25,943)
(Loss) for the year	-		-		-		-		(155,180)		(155,180)
Balance, March 31, 2010	15,542,586	$	692,751	$	329,122	$	(23,237)	$	(1,174,823)	$	(176,187)
Stock issued for cash at $0.402 per share on January 21, 2011 (net of share issuance cost)	212,500		70,693		-		-		-		70,693
Stock issued for construction of solar power plants on March 31, 2011	10,974,000		6,584,400		-		-		-		6,584,400
Forgiveness of debt by a director and shareholder	-		-		35,420		-		-		35,420
Comprehensive income (loss):
Currency translation adjustment	-		-		-		(11,701)		-		(11,701)
(Loss) for the year	-		-		-		-		(170,028)		(170,028)
Balance, March 31, 2011	26,729,086		7,347,844		364,542		(34,938)		(1,344,851)		6,332,597
Stock issued for cash at $0.624 per share on May 10, 2011	350,000		120,838		90,628		-		-		211,466
Stock issued for cash at $0.598 per share on October 24, 2011	17,000		5,770		4,501		-		-		10,271
Forgiveness of debt by a director and shareholder	-		-		38,165		-		-		38,165
Warrants and conversion beneficiary features	-		-		100,698		-		-		100,698
Comprehensive income (loss):
Currency translation adjustment	-		-		-		8,706		-		8,706
(Loss) for the year	-		-		-		-		(370,798)		(370,798)
Balance, March 31, 2012	27,096,086	$	7,474,452	$	598,534	$	(26,232)	$	(1,715,649)	$	6,331,105
Stock cancelled for amendment of agreement on August 15, 2012	(9,876,600)		(5,925,960)		-		-		-		(5,925,960)
Comprehensive income :											-
Currency translation adjustment	-		-		-		(1,392)		-		(1,392)
Income for the period	-		-		-		-		1,254,728		1,254,728
Balance, December 31, 2012 (Unaudited)	17,219,486	$	1,548,492	$	598,534	$	(27,624)	$	(460,921)	$	1,658,481

(See accompanying notes to the financial statements)

-6-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. Dollars)

(Unaudited)

						Cumulative from
		Nine months ended				inception
		December 31,				(December 3, 2001) to
		2012		2011		December 31, 2012
OPERATING ACTIVITIES
Net income (loss) from operations	$	1,254,728	$	(261,857)	$	(460,921)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization - tangible and intangible assets		4,211		5,416		57,358
Amortization - financing costs on promissory note		3,253		-		3,253
Foreign exchange gain/loss		-		2,858		(20,930)
Forgiveness of debt		-		39,017		249,069
Imputed interests		-		-		27,873
Share issued for services / debts		-		-		26,301
Stock based compensation		-		-		492,309
Amortization on discount of convertible notes		87,143		-		102,341
Gain on sale of assets		(1,717,024)		-		(1,717,024)
Write down of land deposits		-		3,210		-
Write down of website development costs		-		-		17,390
Write-off trademark cost		-		-		279
Changes in non-cash working capital:
Other receivables		(7,407)		(5,403)		(7,052)
Prepaid expenses and deposits		(1,243,687)		432		(1,309,707)
Accounts payables and accrued liabilities		(113,416)		66,856		64,263
NET CASH USED IN OPERATING ACTIVITIES		(1,732,198)		(149,471)		(2,475,197)
INVESTING ACTIVITIES
Property, plant and equipment		-		-		(1,871)
Land acquisition		(643,259)		(38,301)		(775,849)
Land Deposit		-		(6,195)		(46,408)
Net proceeds on sales of assets		1,723,710		-		1,723,710
Intangible asset		-		-		(369)
NET CASH USED IN INVESTING ACTIVITIES		1,080,451		(44,496)		899,213
FINANCING ACTIVITIES
Issuance of common shares		-		228,582		591,861
Financing costs on promissory note		(75,000)		-		(75,000)
Senior secured promissory note		1,500,000		-		1,500,000
Loan from a shareholder		(243,373)		(19,894)		(47,756)
Payment of deferred financing fee		-		(10,269)		-
Note payable		-		-		37,100
Convertible note payable		(102,346)		-		(1,648)
NET CASH FROM FINANCING ACTIVITIES		1,079,281		198,419		2,004,557
EFFECT OF EXCHANGE RATE ON CASH		(1,182)		(9,983)		(1,894)
NET INCREASE (DECREASE) IN CASH		426,352		(5,531)		426,679
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS - Beginning of Period		327		6,233		-
CASH AND CASH EQUIVALENTS - End of Period	$	426,679	$	702	$	426,679
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest expense paid in cash	$	45,724	$	11,466	$	63,360
Taxes paid in cash	$	-	$	-	$	-
NON-CASH FINANCING ACTIVITIES
Issuance of common shares for acquisition of Coronus Energy Corp.	$	-	$	-	$	21,638
Establishment of intangible asset through acquisition of Coronus Energy Corp.	$	-	$	-	$	21,500
Issuance of common shares for construction of solar power plant	$	-	$	-	$	6,584,400
Cancellation of common shares for amendment of the agreement	$	5,925,960	$	-	$	5,925,960

(See accompanying notes to the financial statements)

-7-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 1 – Nature of Operations

Coronus Solar Inc. (“the Company”) was incorporated under the Canada Business Corporations Act on December 3, 2001 under the name “The LectureNet Learning Corporation” and was registered extra-provincially in the Province of British Columbia on January 24, 2002. The name of the Company was changed to InsightfulMind Learning, Inc. effective August 26, 2002 and was further changed to Coronus Solar Inc. on November 3, 2009.

The Company’s current business is to deploy and operate utility-scale solar power systems in the State of California, U.S.A. The Company is located in the City of Vancouver, Province of British Columbia, Canada.

On November 2, 2009, the Company completed an agreement (the “Share Purchase Agreement”) to acquire all of the issued and outstanding shares of Coronus Energy Corp. (“Coronus”), a start-up stage company founded to deploy and operate utility-scale solar power systems in the State of California. Under the Share Purchase Agreement, the Company acquired all of the outstanding shares of Coronus in exchange for 2,000,000 (post stock forward split) common shares of the Company, at a deemed value of $0.025 per share.

Under the Share Purchase Agreement, 2,025,000 common shares of the Company held by Mr. Jeff Thachuk, President of the Company, were transferred to Mr. Mark Burgert, the sole principal of Coronus, for $1, on August 19, 2009 and an aggregate of 905,000 (post stock forward split) stock options of the Company held by various persons were cancelled on August 10, 2009. Mr. Thachuk was appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus, with Mr. Burgert continuing to hold the office of President of Coronus.

The transfer of the 2,025,000 common shares of the Company held by Mr. Thachuk to Mr. Burgert was treated, as a contribution by Mr. Thachuk, as part of the consideration for the acquisition of Coronus. Accordingly, a total of 4,025,000 common shares was determined as the consideration for the acquisition.

The Company engaged Mr. Burgert as a consultant, and in consideration for this engagement, granted to Mr. Burgert an aggregate of 350,000 options exercisable at a price of $0.065 per share. Additionally, the 9,050,000 common shares of the Company that are now collectively held between Messrs. Thachuk and Burgert have been placed into voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by the Company on a consolidated basis.

-8-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 2 – Basis of Presentation - Going Concern Uncertainties

The Company is considered a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") Topic 915 “Development Stage Entities”. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses in recent years resulting in an accumulated deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements, and the success of its future operations.

The Company's ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. Management plans to obtain additional financing through the issuance of shares, in order to allow the Company to complete its development phase and commence earning revenue. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities other than in the normal course of business.

The Company will seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Information on the Company’s working capital and deficit is:

	December 31,		March 31,
	2012		2012
Working capital (deficiency)	$	193,966	$	(390,180	)
Deficit	$	460,099	$	1,715,649

Note 3 – Summary of Significant Accounting Policies

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the instruction from Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and notes normally provided in the audited financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for fiscal year ended March 31, 2012 filed with the United States Securities and Exchange Commission. The result of operations for the interim periods presented is not necessarily indicative of the results to be expected for the full year.

-9-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 3 – Summary of Significant Accounting Policies - Continued

The accompanying unaudited consolidated interim balance sheets, statements of operations and comprehensive income (loss), stockholders’ equity and cash flows reflected all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at December 31, 2012, and the results of operations and cash flows for the nine months ended December 31, 2012, and for the period from December 3, 2001 (Date of Commencement) to December 31, 2012.

Note 4 – Accounting Pronouncements Adopted During the Period

(i) Presentation of Comprehensive Income

On April 1, 2012, the Company adopted the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. ASU 2011-05 provides guidance on the presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives: (1) present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income; or (2) in two separate, but consecutive, statements of net income and other comprehensive income. The Company has chosen alternative 1 for the presentation of comprehensive income.

Note 5 – New Accounting Pronouncements

(i) Disclosures About Offsetting Assets and Liabilities

In December, 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities”, in an effort to improve comparability between US GAAP and IFRS financial statements with regard to the presentation of offsetting assets and liabilities on the statement of financial position arising from financial and derivative instruments, and repurchase agreements. The ASU establishes additional disclosures presenting the gross amounts of recognized assets and liabilities, offsetting amounts, and the net balance reflected in the statement of financial position. Descriptive information regarding the nature and rights of the offset must also be disclosed. This guidance is effective as of the beginning of a fiscal year that begins after January 1, 2013. The adoption of the new guidance is not expected to have an impact on the Company’s financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

-10-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 6 – Earnings (Loss) per Share

The calculation of basic and diluted loss per share for the three months ended December 31, 2012 was based on the net loss attributable to common shareholders of $117,310, (2011: $88,428) and $117,310, (2011: $88,428) and a weighted average number of common shares outstanding of 17,219,486 (2011: 27,091,836) and 17,219,486 (2011: 27,091,836) respectively. 533,666 warrants and 740,000 options were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

The calculation of basic and diluted earnings per share for the nine months ended December 31, 2012 was based on the net income attributable to common shareholders of $1,255,550 and $1,255,550 and a weighted average number of common shares outstanding of 22,103,914 and 22,929,230, respectively .

The calculation of basic and diluted loss per share for the nine months ended December 31, 2011 was loss attributable to common shareholders of $261,857 and $261,857 and a weighted average number of common shares outstanding of 27,033,715 and 27,033,715 respectively. 533,666 warrants and 740,000 options were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

Weighted average number of common shares calculations for basic and diluted earnings (loss) per share for the three-month and nine-month periods ended December 31, 2012 are as summarized as follows:

	Three months ended				Nine months ended
	December 31,				December 31,
	2012		2011		2012			2011
Issued common share at beginning of period		17,219,486		27,079,086		27,096,086			26,729,086
Issued during the period		-		12,750		-			304,629
Cancelled during the period		-		-		(4,992,172	)		-
Weighted average number of common
shares at December 31 for basic loss
per share calculation		17,219,486		27,091,836		22,103,914			27,033,715
Effect of share options on issue		-		-		691,900			-
Effect of share warrants on issue		-		-		133,416			-
Diluted Weighted average number of
common shares at December 31 for
diluted earnings (loss) per share calculation		17,219,486		27,091,836		22,929,230			27,033,715

-11-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 6 – Earnings (Loss) per Share - Continued

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options and warrants was based on quoted market prices for the period during which the options were outstanding.

Note 7 - Property, Plant and Equipment

Property, plant and equipment at December 31, 2012 and March 31, 2012 were summarized as follows:

				Accumulated		Net book
December 31, 2012		Cost		depreciation		value
Office equipment	$	1,379	$	1,248	$	131
Computer equipment		1,055		1,026		29
Land		1,348,649		-		1,348,649
	$	1,351,083	$	2,274	$	1,348,809

				Accumulated		Net book
March 31, 2012		Cost		depreciation		value
Office equipment	$	1,373	$	1,220	$	153
Computer equipment		1,051		1,014		37
Land		334,599		-	$	334,599
	$	337,023	$	2,234	$	334,789

Acquisition of Vacant Land

(i) 29-Palms East

On August 28, 2010, the Company’s wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a Vacant Land Purchase Agreement (“the “29-Palms East Agreement”) to acquire a 30 acre parcel of vacant land, situated east of 29-Palms, in the County of San Bernardino, California. The purchase price was $32,000. The transaction closed on January 24, 2011.

(ii) Newberry Springs

On January 24, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Newberry Springs Agreement”) to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California. The purchase price was $45,000. Coronus paid $8,000 and the vendor agreed to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on March 17, 2011.

-12-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 7 - Property, Plant and Equipment - Continued

Acquisition of Vacant Land - Continued

(iii) 29-Palms North

On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms North Agreement”) to acquire a 39.25 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The purchase price was $40,000. Coronus paid $8,000 and the vendor agreed to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on May 16, 2011.

(iv) Joshua Tree East

On May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”) to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. The purchase price was $200,000. Coronus paid $30,000 and the vendor agreed to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on June 30, 2011.

(v) Adelanto West

On September 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Adelanto West Agreement”) to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. The purchase price was $400,000. Coronus paid $165,000 and the vendor agreed to carry back the balance amount of $235,000 for three years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on April 19, 2012.

(vi) Yucca Valley East

On October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California. The purchase price was $170,000. Coronus paid $34,000 and the vendor agreed to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on August 17, 2012.

(vii) 29-Palms North Re-Site

On December 6, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms North Re-Site Agreement”). Under the 29-Palms North Re-Site Agreement, Coronus agreed to acquire a 160 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The purchase price was $400,000. The transaction closed on December 28, 2012.

-13-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 8 - Construction in Progress

On August 15, 2012, the Company amended the purchase agreement for utility-scale, ground-mount, solar photovoltaic (PV) power systems (the “Solar Power Systems Agreement”), the Company entered into with Coronus and Belectric Inc. (“Belectric”), on March 31, 2011. Under the amended agreement (the “Amended Solar Power Systems Agreement”), the parties agreed to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis. As additional purchase and sale consideration, Belectric kept 1,097,400 of the original payment shares. Accordingly, 9,876,600 of the original payment shares were cancelled, resulting to a reduction of construction in progress of $5,925,960 [see Note 19(a)].

As of December 31, 2012, the Company recorded Construction in Progress of $658,440.

Note 9 - Intangible Assets

The Business Plan was acquired through the acquisition of Coronus Energy Corp. on November 2, 2009. The capital cost was amortized over 3 years.

Intangible assets at December 31, 2012 and March 31, 2012 were summarized as follows:

				Accumulated				Net book
December 31, 2012		Cost		amortization		Write-off		value
Business plan	$	21,500	$	21,500	$	-	$	-

				Accumulated				Net book
March 31, 2012		Cost		amortization		Write-off		value
Business plan	$	$21,500	$	17,320	$	-	$	4,180

-14-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 10 - Sycamore Solar Photovoltaic Asset Sale Agreement

On April 5, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Sycamore Solar PV Asset Sale Agreement”) with Sycamore Physicians Partners LLC (“Sycamore”). Under the Sycamore Solar PV Asset Sale Agreement, Coronus agreed to sell, assign and transfer to Sycamore, Coronus’ sole membership in Coronus Hesperia West 1 LLC. On March 19, 2012, Coronus Hesperia West 1 LLC entered into a Power Purchase Agreement (“PPA”) with Southern California Edison (“SCE”). The PPA relates to Coronus’ application for interconnection service and the CREST tariff for a 1.2 MW solar PV power system (the “Coronus Hesperia West 1 Project”) on the 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, Coronus agreed to acquire pursuant to the Hesperia West Agreement [see Note 19(c)(i)]. Additionally, under the Sycamore Solar PV Asset Sale Agreement, Coronus agreed to assign to Sycamore, the Hesperia West Agreement. Further, under the Sycamore Solar PV Asset Sale Agreement, Coronus agreed to use its best efforts to obtain a second PPA from SCE in relation to the Hesperia West 20 acre parcel, and to sell this PPA (relating to a 1.5 MW solar PV system) to Sycamore if obtained.

Under the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay $1,726,219 (the “Basic Price”) to Coronus for the sole ownership in Coronus Hesperia West 1 LLC, the assignment of the Hesperia West Agreement, and the second PPA. On executing the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay $817,200 to Coronus, and Coronus agreed to transfer the sole membership in Coronus Hesperia West 1 LLC to Sycamore and to assign the Hesperia West Agreement to Sycamore. Under the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay the balance of the Basic Price, or $909,019, to Coronus on delivery of the second PPA. On April 11, 2012, Sycamore paid the $817,200 to Coronus, and on April 12, 2012, Coronus transferred the sole ownership in Coronus Hesperia West 1 LLC to Sycamore and assigned the Hesperia West Agreement to Sycamore.

On August 30, 2012, Coronus’ wholly-owned subsidiary, Coronus Hesperia West 2 LLC, entered into a PPA with SCE. Having obtained the second PPA on the Hesperia West land parcel, on September 6, 2012, Sycamore paid the balance of the Basic Price, of $909,019 to Coronus, and Coronus transferred the sole membership in Coronus West 2 LLC to Sycamore, thus concluding the Sycamore Solar PV Asset Sale Agreement.

The Company recorded a gain on the sale of the Coronus Hesperia West 1 and 2 Projects of $1,717,024 as of December 31, 2012.

Note 11 - Loan From A Shareholder

Loan from a shareholder represents a series of loans from a director and shareholder of the Company which were unsecured and due on demand.

During the year ended March 31, 2012, the director and shareholder lent the Company a further CAD$39,300 (USD$39,335). The additional loan was unsecured and due on demand, and accrued interest at the annual rate of 4%.

During the year ended March 31, 2012, the director and shareholder was repaid by the Company CAD$66,800 (USD$66,831) of the principal amount owing, in respect of the loan.

-15-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 11 - Loan From A Shareholder - Continued

On April 18, 2012, the Company repaid, in full, the shareholder loan owed to the director and shareholder, inclusive of interest outstanding. Additionally, included in accounts payable as at April 18, 2012, CAD$1,292 was owed to our principal executive officer for out-of-pocket expenses. On April 18, 2012, the Company repaid, in full, the out-of-pocket expenses outstanding, as at April 18, 2012. Accordingly, inclusive of the loan principal, interest owing, and out-of-pocket expenses incurred, in aggregate, on April 18, 2012, the Company repaid the director and shareholder CAD$237,780 and USD$7,021.

On September 12, 2012, the Company repaid, in full, the management fees of CAD$48,000 accrued to the director and shareholder for the prior year's services provided.

At December 31, 2012, the Company has accrued interest payable of $nil (March 31, 2012: $17,991).

Note 12 - Notes Payable

Notes payable at December 31, 2012 is summarized as follows:

	December 31,		March 31,
Vacant Land	2012		2012
29-Palms North	$	-	$	32,084
Joshua Tree East		170,000		170,000
Adelanto West		235,534		-
Yucca Valley East		136,380		-
	$	541,914	$	202,084
Current
Newberry Springs	$	37,100	$	37,100
29-Palms North		32,084		-
	$	69,184	$	37,100
Total	$	611,098	$	239,184

On March 17, 2011, Coronus completed the Newberry Springs Vacant Land Purchase Agreement to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. At December 31, 2012, the Company has accrued interest payable of $100 (March 31, 2012: $100).

-16-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 12 - Notes Payable - Continued

On May 16, 2011, Coronus completed the 29-Palms North Vacant Land Purchase Agreement to acquire a 39.25 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. At December 31, 2012, the Company has accrued interest payable of $84 (March 31, 2012: $84).

On June 30, 2011, Coronus completed the Joshua Tree East Vacant Land Purchase Agreement to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only.

On April 19, 2012, Coronus completed the Adelanto West Vacant Land Purchase Agreement to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. The vendor agreed to carry back the balance amount of $235,000 for three years at 6.5% per annum interest, with monthly payments of interest only. At December 31, 2012, the Company has accrued interest payable of $534 (March 31, 2012: $nil).

On August 17, 2012, Coronus completed the Yucca Valley East Vacant Land Purchase Agreement to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. At December 31, 2012, the Company has accrued interest payable of $380 (March 31, 2012: $nil).

Note 13 – Promissory Note

On August 10, 2012, the Company issued a promissory note for CAD$40,000 (the “Note”). The Note bore an annual interest rate of 12%, and was due on demand. The Note had a first priority interest in all the assets of the Company. On September 10, 2012, the promissory note was repaid in full with the interest payment of CAD$408.

Note 14 – Convertible Promissory Notes

On February 2, 2012, the Company issued a convertible promissory note for CAD$50,000 and 83,333 transferrable warrants for gross proceeds of CAD$50,000. On February 23, 2012, the Company issued a second convertible promissory note for CAD$50,000 and a further 83,333 transferrable warrants for gross proceeds of CAD$50,000. These convertible promissory notes, totalling CAD$100,000, matured on February 2, 2013, and bore an annual interest rate of 12%. The notes had a first priority interest in all the assets of the Company. The holders of the notes could convert the note and accrued interest, at or before the maturity date, into common shares of the Company at CAD$0.60 each. Each warrant entitles the holder thereof to purchase a further common share of the Company at an exercise price of CAD$0.75 for a period of five years.

-17-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 14 – Convertible Promissory Notes - Continued

According to ASC 470, the proceeds received in a financing transaction should first be allocated to the convertible promissory notes and the detached warrants on a relative fair value basis. The allocated value of the detached warrants is recorded in paid-in-capital. ASC 470 should then be applied to the amount allocated to the convertible promissory note, and an effective conversion price should be calculated and used to measure the intrinsic value, if any, of the embedded conversion option. The intrinsic value of the conversion option is recognized as a reduction to the carrying amount of the convertible debt and an addition to the paid-in-capital.

The Company determined that the amounts allocated to the convertible promissory notes, the embedded conversion beneficiary features option, and warrants are CAD$nil, CAD$43,429, and CAD$56,571, respectively.

The discount on issuance of the convertible promissory notes, CAD$100,000, is being amortized over the life of the notes. During the year ended March 31, 2012, an amount of CAD$15,184 (USD$15,198) was amortized.

	US$	CAD$
Face value	100,090	100,000
Effective interest (137%)	(84,892)	(84,816)
	15,198	15,184

On April 20, 2012, the Company repaid, in full, the CAD$50,000 in principal and CAD$1,282 in interest owing against the first note, and the CAD$50,000 in principal and CAD$937 in interest owing against the second note. An amount of CAD$5,356 (USD$5,302) was amortized for the period from April 1 to April 19, 2012. The balance of the discount on issuance of the convertible promissory notes, $80,237, was written off as expenses.

Note 15 - Senior Secured Promissory Note

On December 20, 2012, Coronus and Coronus’ wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, Coronus 29-Palms North 3 LLC, Coronus Yucca Valley East 1 LLC, Coronus Yucca Valley East 2 LLC, Coronus Yucca Valley East 3 LLC, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, Coronus Joshua Tree East 5 LLC, Coronus Apple Valley East 1 LLC, Coronus Apple Valley East 2 LLC, Coronus Adelanto West 1 LLC, and Coronus Adelanto West 2 LLC (collectively the “Project Companies”), conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to one investor, Clean Focus Financing Company, LP (“Clean Focus”), for proceeds of up to $4,000,000 (the “Loan”). Pursuant to collateral assignment and pledge agreements, and a security agreement, the Note is secured by a first and superior security interest in Coronus’ assets, inclusive of all of Coronus’ right, title and interest in, to and under the sole member of the Project Companies, and all of Coronus’ right, title and interest in, to, and under, if any, any contracts, permits, applications or other documents or agreements entered into or submitted by the Project Companies.

-18-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 15 - Senior Secured Promissory Note - Continued

Pursuant to a schedule of draw dates and amounts, Coronus was to request advances, in whole or in part, of up to the maximum amount of the Loan (each an “Advance”). The schedule of draw dates and amounts was as follows: $1,500,000 within two business days of signing of the Note and related loan documents; $500,000 on January 6, 2013; $1,000,000 on January 31, 2013; and $1,000,000 on February 28, 2013. On December 26, 2012, Coronus received the first Advance of $1,500,000, and on January 4, 2013, Coronus received the second Advance of $500,000. Pursuant to a guaranty of payment and completion (the “Guaranty”), the Company guarantees the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of the indebtedness and other obligations of Coronus and the Project Companies. Additionally, pursuant to the Guaranty, the Company guarantees that all obligations of Coronus and the Project Companies to continue development of the Project Companies’ projects shall be completed promptly when required, and that the proceeds of each Advance shall be used to pay certain obligations in furtherance of the Project Companies’ projects.

The Note is due on the earlier of i) 31 days after the total Advances equal $4,000,000.00 or ii) July 1, 2013 (the “Maturity Date”). The Note bears interest at an annual rate of 6%, and such interest shall accrue until the Maturity Date. On or before the Maturity Date, pursuant to the terms of a stock purchase agreement, yet to be drafted, the Company will transfer 100% ownership of Coronus and the Project Companies to Clean Focus or designee. Upon the transfer, all then outstanding Advances under the Loan, together with all accrued but unpaid interest, shall either be converted into capital contributions by Clean Focus or assumed as part of the stock purchase price. If the stock purchase does not occur on or before the Maturity Date, then the unpaid principal balance of the Note outstanding on the Maturity Date, together with all accrued and unpaid interest on the principal balance shall be due and payable on the Maturity Date.

In connection with the Loan, Coronus and the Project Companies shall pay up to $20,000 in costs and expenses incurred by Clean Focus in the preparation of the Note and the related loan documents. Additionally, with each Advance, and from the proceeds of each Advance, Coronus was to pay Clean Focus a fee equal to 2% of the principal amount of the Advance. In connection with the first Advance of $1,500,000 on December 26, 2012, Coronus paid Clean Focus the 2% fee, or $30,000, and in connection with the second Advance of $500,000 on January 4, 2013, Coronus paid Clean Focus the 2% fee, or $10,000. Further, in connection with the Loan, with each Advance, but not from the proceeds of each Advance, but from Coronus’ unallocated working capital, Coronus shall pay Earthlight Solar Inc. (“Earthlight”) a fee equal to 3% of the principal amount of the Advance. Mark Burgert, a control person of the Company, is the president and a control person of Earthlight. In connection with the Loan, on behalf of Coronus, Earthlight acted as agent. In connection with the first Advance of $1,500,000 on December 26, 2012, Coronus paid Earthlight the 3% fee, or $45,000, and in connection with the second Advance of $500,000 on January 4, 2013, Coronus paid Earthlight the 3% fee, or $15,000.

On January 31, 2013, parties amended the mechanics of the draw dates and amounts under the Loan. Under the amended mechanics, Coronus is to provide Clean Focus with invoices, supportive of the schedule, and Clean Focus is to make the required payments direct to the payee, when due. The parties amended the mechanics of the draw dates and amounts to facilitate Clean Focus’ reporting with the U.S. Citizenship and Immigration Services, as the source of the Loan is EB-5 immigrant investor funds. All other aspects of the Loan mechanics remain unchanged. Accordingly, consistent with the original agreement with Earthlight, Coronus paid Earthlight its fee equal to 3%, or $30,000, of the originally scheduled principal amount of the third Advance.

The financing cost on the issuance of the senior secured promissory note, $75,000 ($45,000 paid to Earthlight and $30,000 paid to Clean Focus), was capitalized and amortized over the life of the senior secured promissory note. During the period ended December 31, 2012, $2,406 was amortized to the statement of income and at December 31, 2012, an accumulated amount of $2,406 was amortized.

-19-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 16 - Stockholders’ Equity

(a) Common Stock

On December 5, 2001, the Company (i) issued 6,750,000 common shares for cash to the founder and sole director of the Company at $0.0002 per share; (ii) issued 75,000 common shares for service to a party related to the founder of the Company at $0.0525 per share; and (iii) issued 300,000 common shares for cash to the sole director of the Company pursuant to a private placement at $0.0525 per share. The Company recorded the 6,750,000 shares issued to the founder at fair value at $0.0525 per share and recorded a stock based compensation of $352,337.

For the fiscal year ended March 31, 2003, the Company issued (i) 235,294 units for cash at $0.055 per unit for total proceeds of $12,916; (ii) issued 500,004 common shares for cash at $0.0725 per share for total proceeds of $36,326; (iii) issued 235,294 common shares upon the exercise of warrants for cash at

$0.055 per share for total proceeds of $12,916; and (iv) issued 22,222 common shares for the settlement of debt at $0.0725 per share for the total debt of $1,615. In connection with the above unit issuance, each unit consisted of one common share and one share purchase warrant with an exercise price at $0.055 per share. The Company adopted the residual approach and allocated the total proceeds to the common shares and $nil to the share purchase warrants.

For the fiscal year ended March 31, 2004, the Company (i) issued 500,006 common shares for cash at $0.0835 per share for total proceeds of $41,644; and (ii) issued 66,666 common shares for the settlement of the debt at $0.0835 for the total debt of $5,552.

For the fiscal year ended March 31, 2005, the Company (i) issued 1,200,000 units for cash at $0.039 per unit for total proceeds of $47,054; and (ii) issued 1,910,000 common shares for cash at $0.039 per share for total proceeds of $74,895. Each unit consisted of one common share and one share purchase warrant with an exercise price at $0.039 per share. The Company adopted the residual approach and allocated the total proceeds to the common stocks and $nil to the share purchase warrants.

For the fiscal year ended March 31, 2006, the Company (i) issued 300,000 common shares at $0.042 per share pursuant to the exercise of warrants for total proceeds of $12,578; and (ii) issued 395,600 common shares at $0.042 per share for the settlement of debt of $16,586.

For the fiscal year ended March 31, 2007, the Company issued 1,000,000 common shares for cash at $0.044 per share for total proceeds of $43,948.

For the fiscal year ended March 31, 2008, the Company issued 52,500 common shares at $0.0485 per share for the settlement of debt of $2,548.

On November 2, 2009, the Company issued 2,000,000 common shares in connection with the acquisition of all the issued and outstanding shares of Coronus at a deemed value of $0.025 per share. These shares were recorded, proportionately with the shares transferred by Mr. Jeff Thachuk to Mr. Mark Burgert, based on the fair value of the assets acquired.

-20-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 16 - Stockholders’ Equity - Continued

(a) Common Stock - Continued

On January 21, 2011, the Company completed a non-brokered private placement, issuing 212,500 shares of common stock to eleven investors, at a price of CAD$0.402 per share, for gross proceeds of CAD$85,000. In connection with the completion of the private placement, the Company paid CAD$7,500 in finder’s fees in cash, to certain arm’s length parties, and CAD$6,807 in legal, accounting, transfer agent and filing fees.

On March 31, 2011, the Company and its wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a purchase agreement for utility-scale, ground-mount, solar photovoltaic (“PV”) power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a deemed value of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress.

On May 10, 2011, the Company completed a non-brokered private placement of 350,000 units at a price of CAD $0.60 per unit for proceeds of CAD $210,000. Each unit was comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD $0.75 for a period of five years. The value assigned to the underlying warrants was CAD$90,000 ($93,652). See Note 16(c).

On October 24, 2011, the Company completed a non-brokered private placement of 17,000 units at a price of CAD$0.60 per unit for gross proceeds of CAD$10,200. Each unit is comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD $0.75 for a period of five years. The value assigned to the underlying warrants was CAD$4,470 ($4,452). See Note 16(c).

On August 15, 2012, the Company amended the purchase agreement for utility-scale, ground-mount, solar photovoltaic (PV) power systems (the “Solar Power Systems Agreement”), the Company entered into with Coronus and Belectric Inc. (“Belectric”), on March 31, 2011 [see Note 19(a)]. Under the amended agreement (the “Amended Solar Power Systems Agreement”), 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012, at the deemed price of $1.05 per share. The fair value per share at the date of cancellation was $0.60.

As at December 31, 2012, 10,226,900 (March 31, 2012: 20,103,500) shares of the Company’s common stock were restricted shares.

-21-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 16 - Stockholders’ Equity - Continued

(b) Stock Options

Since inception, the Company has entered into various stock option agreements with its directors, employees and consultants.

During the period ended December 31, 2012 and year ended March 31, 2012, there were no options granted or exercised.

Changes in stock options for the period ended December 31, 2012 and year ended March 31, 2012 are summarized as follows:

	Options Outstanding
				Weighted average
	Number of			exercise
	shares			price
Balance, March 31, 2012 and 2011		745,000		$	0.065
Expired		(5,000	)		0.105
Balance, December 31, 2012		740,000		$	0.065

The Company has the following options outstanding and exercisable at December 31, 2012:

		Outstanding				Exercisable
			Weighted
		Number	Average		Weighted	Number		Weighted
	Range of	Outstanding at	Remaining		Average	Exercisable at		Average
	Exercise	December 31,	Contractual		Exercise	December 31,		Exercise
	Prices	2012	Life (Years)		Price	2012		Price
$	0.065	740,000	2.90	$	0.065	740,000	$	0.065

-22-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 16 - Stockholders’ Equity - Continued

(b) Stock Options – Continued

The Company has the following options outstanding and exercisable at March 31, 2012:

		Outstanding				Exercisable
			Weighted
		Number	Average		Weighted	Number		Weighted
	Range of	Outstanding at	Remaining		Average	Exercisable at		Average
	Exercise	March 31,	Contractual		Exercise	March 31,		Exercise
	Prices	2012	Life (Years)		Price	2012		Price
$	0.065	740,000	3.65	$	0.065	740,000	$	0.065
	0.105	5,000	0.11		0.105	5,000		0.105
$	0.065 - $0.105	745,000	3.63	$	0.065	745,000	$	0.065

(c) Warrants

On May 10, 2011, the Company completed a non-brokered private placement, issuing 350,000 units (the “Units”), at a price of CAD$0.60 per Unit, for proceeds of CAD$210,000. Each Unit was comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD$0.75 for a period of five years. The Company determined the fair value of the warrants to be $0.257 per warrant using the Black-Scholes option pricing model.

On October 24, 2011, the Company completed a non-brokered private placement of 17,000 units at a price of CAD$0.60 per unit for gross proceeds of CAD$10,200. Each unit is comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD $0.75 for a period of five years. The Company determined the fair value of the warrants to be $0.263 per warrant using the Black-Scholes option pricing model.

On February 2, 2012, the Company issued a convertible promissory note for CAD$50,000 and 83,333 transferrable warrants for gross proceeds of CAD$50,000. On February 23, 2012, the Company issued a second convertible promissory note for CAD$50,000 and a further 83,333 transferrable warrants for gross proceeds of CAD$50,000. These convertible promissory notes, totalling CAD$100,000, matured on February 2, 2013, and bore an annual interest rate of 12%. The holders of the notes could convert the note and accrued interest, at or before the maturity date, into common shares of the Company at CAD$0.60 each. Each warrant entitles the holder thereof to purchase a further common share of the Company at an exercise price of CAD$0.75 for a period of five years. The Company determined the fair value of the warrants to be CAD$0.7816 per warrant using the Black-Scholes option pricing model.

-23-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 16 - Stockholders’ Equity - Continued

(c) Warrants - Continued

The fair value of the warrants issued during the year ended March 31, 2012 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

	Year ended
	March 31, 2012
Expected volatility	100.13% - 105.17%
Risk free interest rate	1.10% - 1.91%
Expected life	5 years
Dividend yield	0.00%

The relative estimated fair value of the warrants in relation to the private placements in May 2011, October 2011, and February 2012 were CAD$90,000 (USD$90,628), CAD$4,470 (USD$4,501), and CAD$56,571 (USD$56,966), respectively, and were allocated to the additional paid-in capital.

During the period ended December 31, 2012, the Company did not issue any warrants. At December 31, 2012, 533,666 warrants remained outstanding.

The Company has the following warrants outstanding at December 31, 2012:

								Exercise	Average
Balance	Issued	Exercised	Cancelled	Balance		Exercise		price	Remaining
as at	during the	during the	during the	as at		price		(USD	Contractual
3/31/2012	period	period	period	12/31/2012		(CAD)		equivalent)	Life in Years
350,000	-	-	-	350,000	$	0.75	$	0.75	3.36
17,000	-	-	-	17,000	$	0.75		0.75	3.82
166,666	-	-	-	166,666	$	0.75		0.75	4.09
533,666	-	-	-	533,666	$	0.75	$	0.75	3.60

-24-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 16 - Stockholders’ Equity - Continued

(c) Warrants - Continued

The Company has the following warrants outstanding at March 31, 2012:

						Exercise	Average
Balance	Issued	Exercised	Cancelled	Balance	Exercise	price	Remaining
as at	during the	during the	during the	as at	price	(USD	Contractual
3/31/2011	period	period	period	3/31/2012	(CAD)	equivalent)	Life in Years
-	350,000	-	-	350,000	$0.75	$0.74	4.11
-	17,000	-	-	17,000	$0.75	$ 0.74	4.57
-	166,666	-	-	166,666	$0.75	$0.74	4.88
-	533,666	-	-	533,666	$0.75	$0.74	4.37

The warrants are not a derivative instrument.

Note 17 - Contingent Liabilities

Management of the Company has opted for the Company to self-insure against business and liability risks rather than purchase third party insurance coverage. Consequently the Company is exposed to financial losses or failure as a result of these risks.

Note 18 - Related Party Transactions

During the three months and nine months ended December 31, 2012, the Company paid $nil (2011: $nil) and $300 (2011: $413) in director fees to the directors of the Company, respectively.

During the three months and nine months ended December 31, 2012, $nil (2011 management fees: $24,030) and $nil (2011 management fees: $62,528) of management fees were accrued, respectively. Effective April 1, 2012, the executive officer is remunerated by payroll.

As at December 31, 2012, included in accounts payable, $305 (March 31, 2012: $49,233) was owed to a director of the Company.

As at December 31, 2012, included in notes payable, $nil (March 31, 2012: $17,991) was accrued as interest payable for loan from a director of the Company.

See also Note 11 and Note 19(h).

-25-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments

(a) Purchase of Solar Photovolatic Power Systems

On March 31, 2011, the Company and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar photovoltaic (“PV”) power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a deemed price of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress when the agreement was first entered into.

On August 15, 2012, the Company amended the purchase agreement for the Solar Power Systems with Belectric. Under the amended agreement (the “Amended Solar Power Systems Agreement”), the provision of Coronus to purchase a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric, for consideration of $76,818,000, exclusive of taxes (the “Original Basic Price”), was modified. Under the Amended Solar Power Systems Agreement, Coronus and Belectric agree to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis (the “Purchase and Sale Agreements”). The Amended Solar Power Systems Agreement is effective as of August 15, 2012, and shall remain in full force and effect for three years (the “Three Year Term”), but shall expire prior to the Three Year Term provided Coronus and Belectric enter into Purchase and Sale Agreements totaling 100 MW of solar power systems prior to the expiry of the Three Year Term. Further, throughout the term of the Amended Solar Power Systems Agreement, Belectric retains the exclusive right to negotiate Purchase and Sale Agreements with Coronus for solar power systems.

On entering into the original Solar Power Systems Agreement, the Company paid 15% of the Original Basic Price, or $11,522,700, by way of issuing 10,974,000 shares (the “Original Payment Shares”) of its common stock to Belectric, at a deemed price of $1.05 per share. Under the Amended Solar Power Systems Agreement, as additional purchase and sale consideration, Belectric kept 1,097,400 of the Original Payment Shares. Accordingly, 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012.

(b) Advisory Service Agreement

On August 8, 2011, the Company entered into a financial advisory service agreement (the “Advisory Agreement”) with Source Capital Group Inc (“SCG”). Under the Advisory Agreement, SCG shall use its best efforts to provide up to $80,000,000 in financing (the “Financing”) for the Company and/or the Company’s affiliates. The financing may consist of debt (the “Debt Financing”) or equity (the “Equity Financing”) or both. Under the Advisory Agreement, SCG shall be compensated 6% cash and 6% 5 year warrants priced at 100% of any offering price on any Equity Financing raised by SCG. In addition, SCG shall be compensated 3% cash on any Debt Financing raised by SCG.

As at December 31, 2012, $nil (March 31, 2012: $20,000) had been expensed related to the advisory service agreement.

-26-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(b) Advisory Service Agreement - Continued

The term of the Advisory Agreement is 120 days from August 8, 2011 (the “Expiration Date”), and will be automatically renewed on a monthly basis until canceled in writing by either the Company or SCG. The Advisory Agreement may be terminated upon 60 days written notice without cause by either the Company or SCG at any time before the Expiration Date.

Under the original Advisory Agreement, the Company’s relationship with SCG was exclusive. Effective December 8, 2011, the relationship with SCG is no longer exclusive.

(c) Acquisition of Vacant Land

(i) Phelan South Agreement

On April 25, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Phelan South Agreement”) to acquire a 40 acre parcel of vacant land, situated in Phelan, an unincorporated community in the County of San Bernardino, California. The purchase price is $350,000, all cash. Coronus deposited $1,000 into escrow and agrees to deposit an additional $349,000 within sufficient time to close escrow. Initially, close of escrow was August 15, 2012, but was extended to September 15, 2012 and further extended to March 15, 2013. Under the Phelan South Agreement, the Seller agrees to include, and transfer to Coronus, one share of Sheep Creek Water Co. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. Initially, the Phelan South Agreement was subject to Coronus’ Board of Director approval on or before July 31, 2012, but this approval was extended to on or before August 31, 2012 and further extended to on or before February 28, 2013. Additionally, Coronus is now required to make the following, non-refundable payments to the Seller, separate from the purchase price:

September 30, 2012 - $1,726 (paid on September 30, 2012)

October 31, 2012 - $1,784 (paid on October 31, 2012)

November 30, 2012 - $1,726 (paid on November 30, 2012)

December 31, 2012 - $1,784 (paid on December 31, 2012)

January 31, 2013 - $1,784 (paid on January 31, 2013)

February 28, 2013 - $1,611

March 15, 2013 - $863

(ii) 29-Palms Morongo Agreement

On October 24, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms Morongo Agreement”). Under the 29-Palms Morongo Agreement, Coronus agrees to acquire a 24.23 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The purchase price was $86,683, all cash. Close of escrow is January 31, 2013. Coronus deposited $1,000 into escrow and agrees to deposit an additional $85,683 within sufficient time to close escrow. Effective January 31, 2013, under the 29-Palms Morongo Agreement, Coronus has been replaced as Purchaser with the Company’s wholly-owned subsidiary Coronus 29-Palms Morongo LLC. Additionally, the close of escrow has been extended to March 31, 2013, and the 29-Palms Morongo Agreement is now subject to Coronus 29-Palms Morongo LLC’s board of director approval on or before March 24, 2013

-27-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(c) Acquisition of Vacant Land - Continued

(iii) Apple Valley East Re-Site Agreement

On December 8, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Re-Site Agreement”). Under the Apple Valley East Re-Site Agreement, Coronus agreed to acquire a 14.78 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California. The purchase price was $300,000. Close of escrow was January 7, 2013. Coronus deposited $100,000 into escrow. The sellers agreed to carry back the balance amount of $200,000 for three months at 0% ($nil) interest. The transaction closed on January 7, 2013.

(d) Utility Interconnection Studies

(i) SIS Study Agreements for Projects Coronus Joshua Tree East 1, 2 and 3

On February 23, 2012, Coronus entered into three System Impact Study Agreements (the “SIS Study Agreement for Coronus Joshua Tree East 1”, the "SIS Study Agreement for Coronus Joshua Tree East 2", and the “SIS Study Agreement for Coronus Joshua Tree East 3”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for three 1.5 MW solar PV power systems on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, Coronus acquired on June 30, 2011 (see Note 7).

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the three PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study was $10,000. The results of the SIS studies were anticipated to be completed by September 1, 2012. On entering into the SIS Study Agreements, Coronus paid SCE the three $10,000 deposits, for a total payment of $30,000. On October 15, 2012, Coronus received the SIS Study Agreements for Coronus Joshua Tree East 1, 2 and 3.

(ii) SIS Study Agreements for Projects Coronus Adelanto West 1 and 2

On April 13, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Adelanto West 1” and the “SIS Study Agreement for Coronus Adelanto West 2”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on the 40 acre parcel of vacant land, situated in the City of Adelanto, California, Coronus acquired on April 19, 2012 (see Note 7).

-28-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(c) Acquisition of Vacant Land - Continued

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study was $10,000. The results of the SIS studies were anticipated to be completed by November 19, 2012. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000.On December 14, 2012, Coronus received the SIS Study Agreements for Coronus Adelanto West 1and 2.

(iii) SIS Study Agreements for Projects Coronus Apple Valley East 1 and 2

On May 3, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Apple Valley East 1” and the “SIS Study Agreement for Coronus Apple Valley East 2”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on SCE’s Tussing 12 kV distribution circuit, situated east of Apple Valley, in the County of San Bernardino, California.

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study was $10,000. The results of the SIS studies were anticipated to be completed within 120 business days. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000. On October 26, 2012, Coronus received the SIS Study Agreements for Coronus Apple Valley East 1 and 2.

(iv) SIS Study Agreements for Projects Coronus Joshua Tree East 4 and 5

On June 25, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Joshua Tree East 4” and the “SIS Study Agreement for Coronus Joshua Tree East 5”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, Coronus acquired on June 30, 2011 (see Note 7).

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study was $10,000. The results of the SIS studies were anticipated to be completed within 120 business days. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000. On October 15, 2012, Coronus received the SIS Study Agreements for Coronus Joshua Tree East 4 and 5.

-29-

CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(c) Acquisition of Vacant Land - Continued

(v) SIS Study Agreement for Project Coronus Yucca Valley East 3

On June 25, 2012, Coronus entered into a System Impact Study Agreement (the “SIS Study Agreement for Coronus Yucca Valley East 3”) with SCE. The SIS Study Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV power system on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, Coronus acquired on August 17, 2012 (see Note 7).

The SIS Agreement sets forth the terms and conditions for SCE to perform a system impact study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of the SIS study was $10,000. The results of the SIS study were anticipated to be completed on December 14, 2012. On entering into the SIS Study Agreement, Coronus paid SCE the $10,000 deposit. On December 14, 2012, Coronus received the SIS Study Agreement for Coronus Yucca Valley East 3.

(v) SIS Study Agreement for Project Coronus 29-Palms North 4

On October 11, 2012, Coronus entered into a System Impact Study Agreement (the “SIS Agreement for 29-Palms North 4”) with SCE. The SIS Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV system on SCE’s Sheephole 33kV distribution circuit, situated north of Twentynine Palms, in the County of San Bernardino, California.

The SIS Agreement sets forth the terms and conditions for SCE to perform a system impact study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of the study is $10,000. The results of the study are anticipated to be completed within 120 business days. On entering into the SIS Agreement, Coronus paid SCE the $10,000 deposit.

(vi) FAS Study Agreements for Projects Coronus Apple Valley East 1 and 2

On December 18, 2012, Coronus entered into two Facilities Study Agreements (the “FAS Agreements for Apple Valley East 1 and 2”) with SCE. The FAS Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV systems on SCE’s Tussing 12 kV distribution circuit, situated east of Apple Valley, in the County of San Bernardino, California.

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CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(c) Acquisition of Vacant Land - Continued

The FAS Agreements set forth the terms and conditions for SCE to perform a facilities study to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a refined determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed, to accommodate the two PV systems. The estimated cost of each study is $15,000. On entering into the FAS Agreements, Coronus paid SCE $30,000 in deposits.

(d) Interconnection Financial Security Postings

(i) Initial Posting of Interconnection Financial Security for Project Coronus 29-Palms North 1

On December 3, 2012, pursuant to the SCE interconnection request for solar PV project Coronus 29-Palms North 1, Coronus posted with SCE the initial interconnection financial security, in the amount of $29,500. This amount was determined by the results of the Combined System Impact and Facility Study Agreement Coronus entered into with SCE on June 16, 2011.

(ii) Initial Posting of Interconnection Financial Security for Projects Coronus 29-Palms North 2 and 3

On December 26, 2012, pursuant to the Southern California Edison (“SCE”) interconnection requests for solar PV projects Coronus 29-Palms North 2 and 3, Coronus posted with SCE the initial interconnection financial securities, in the amounts of $373,300 and $208,900, respectively. The posting amount for the Coronus 29-Palms North 2 project was determined by the results of the Combined System Impact and Facility Study Coronus entered into with SCE on June 16, 2011. The posting amount for the Coronus 29-Palms North 3 project was determined by the results of the System Impact Study Coronus entered into with SCE on February 29, 2012.

(iii) Initial Posting of Interconnection Financial Security for Projects Coronus Apple Valley East 1 and 2

On December 27, 2012, pursuant to the SCE interconnection requests for solar PV projects Apple Valley East 1 and 2, Coronus posted with SCE the initial interconnection financial securities, in the amounts of $270,900 and $32,900, respectively. The posting amounts for the Apple Valley East 1 and 2 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on May 3, 2012.

(e) Power Purchase Agreements

(i) Power Purchase Agreements for Projects Coronus Yucca Valley East 1 and 2

On August 30, 2012 (the “Yucca Valley East PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus Yucca Valley East 1 LLC and Coronus Yucca Valley East 2 LLC, entered into two identical Power Purchase Agreements (the “Yucca Valley East PPAs”) with SCE. The Yucca Valley East PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Yucca Valley East 1 and Yucca Valley East 2 Projects”) on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California (the “Yucca Valley East Property”), Coronus acquired on August 17, 2012.

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CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(e) Power Purchase Agreements - Continued

The Yucca Valley East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Yucca Valley East 1 and Yucca Valley East 2 Projects’ generation, net of station use. The term of the Yucca Valley East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Yucca Valley East PPAs. Initial operation of the Yucca Valley East 1 and Yucca Valley East 2 Projects must be no later than eighteen months from the Yucca Valley East PPAs Effective Date. The Yucca Valley East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Yucca Valley East PPAs Effective Date, Coronus was required to post and maintain development fees (the “Yucca Valley East Development Securities”) equal to $37,604 per Yucca Valley East PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the Yucca Valley East Development Securities to Coronus within thirty days of each facility’s initial operation. The power purchase agreement development securities for Yucca Valley East 1 and 2 of $37,604 and $37,604 were paid on September 27, 2012, respectively.

(ii) Power Purchase Agreements for Projects Coronus 29-Palms North 1, 2 and 3

On August 30, 2012 (the “29-Palms North PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, and Coronus 29-Palms North 3 LLC, entered into three identical Power Purchase Agreements (the “29-Palms North PPAs”) with SCE. The 29-Palms North PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for three 1.5 MW solar PV power systems (the “29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects”) in respect of the 12kV distribution circuit that feeds the 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California (the “29-Palms North Property”), Coronus acquired on May 16, 2011.

The 29-Palms North PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects’ generation, net of station use. The term of the 29-Palms North PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the 29-Palms North PPAs. Initial operation of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects must be no later than eighteen months from the 29-Palms North PPAs Effective Date. The 29-Palms North PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the 29-Palms North PPAs Effective Date, Coronus was required to post and maintain development fees (the “29-Palms North Development Securities”) equal to $38,250 per 29-Palms North PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the 29-Palms North Development Securities to Coronus within thirty days of each facility’s initial operation. The power purchase agreement development securities for 29-Palms North 1, 2 and 3 of $38,250, $38,250 and $38,250 were paid on September 27, 2012, respectively.

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CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(e) Power Purchase Agreements - Continued

(iii) Power Purchase Agreements for Projects Coronus Joshua Tree East 1, 2, 3, 4 and 5

On December 7, 2012 (the “Joshua Tree East PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, and Coronus Joshua Tree East 5 LLC, entered into five identical Power Purchase Agreements (the “Joshua Tree East PPAs”) with SCE. The Joshua Tree East PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for five 1.5 MW solar PV power systems (the “Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects”) on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California (the “Joshua Tree East Property”), Coronus acquired on June 30, 2011.

The Joshua Tree East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects’ generation, net of station use. The term of the Joshua Tree East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Joshua Tree East PPAs. Initial operation of the Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects must be no later than eighteen months from the Joshua Tree East PPAs Effective Date. The Joshua Tree East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Joshua Tree East PPAs Effective Date, Coronus was required to post and maintain development fees (the “Joshua Tree East PPAs Development Securities”) equal to $36,736 per Joshua Tree East PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the Joshua Tree East PPAs Development Securities to Coronus within thirty days of each facility’s initial operation. On January 4, 2013, Coronus paid the Joshua Tree East PPAs Development Securities.

(iv) Power Purchase Agreements for Projects Coronus Apple Valley East 1 and 2

On December 7, 2012 (the “Apple Valley East PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus Apple Valley East 1 LLC and Coronus Apple Valley East 2 LLC, entered into two identical Power Purchase Agreements (the “Apple Valley East PPAs”) with SCE. The Apple Valley East PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Apple Valley East 1 and Apple Valley East 2 Projects”) on SCE’s Tussing 12 kV distribution circuit, situated east of Apple Valley, in the County of San Bernardino, California.

The Apple Valley East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Apple Valley East 1 and Apple Valley East 2 Projects’ generation, net of station use. The term of the Apple Valley East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Apple Valley East PPAs. Initial operation of the Apple Valley East 1 and Apple Valley East 2 Projects must be no later than eighteen months from the Apple Valley East PPAs

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CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(e) Power Purchase Agreements - Continued

Effective Date. The Apple Valley East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Apple Valley East PPAs Effective Date, Coronus was required to post and maintain development fees (the “Apple Valley East PPAs Development Securities”) equal to $38,850 per Apple Valley East PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the Apple Valley East PPAs Development Securities to Coronus within thirty days of each facility’s initial operation. On January 4, 2013, Coronus paid the Apple Valley East PPAs Development Securities.

(f) Industry Solar PV Asset Sale Agreement

On October 24, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Industry Solar PV Asset Sale Agreement”) with Solar Krafte Utilities Inc. (“Solar Krafte”). Solar Krafte holds a contract to purchase Industry Solar Power Generation Station 1 LLC (“Industry”). Under the Industry Solar PV Asset Sale Agreement, Coronus agreed to purchase Industry from Solar Krafte for $1,250,000 (the “Cash Price”). Industry is a party to a Power Purchase Agreement (the “Industry PPA”) with SCE, under the CREST tariff, for a 1.5 MW concentrated photovoltaic power system (the “Industry System”). Completion of the Industry Solar PV Asset Sale Agreement is contingent on SCE approving 1) a design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, and 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Each party has the right to terminate the Industry Solar PV Asset Sale Agreement effective upon notice to the other party if SCE fails to approve, within 90 days from October 24, 2012, 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. As of February 14, 2013, neither party has exercised its right to terminate the Industry Solar PV Asset Sale Agreement.

On entering into the Industry Solar PV Asset Sale Agreement, Coronus deposited $40,000 with Solar Krafte, refundable to Coronus if SCE refuses to approve 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Under the Industry Solar PV Asset Sale Agreement, Solar Krafte covenanted, represented and warranted to Coronus that (a) Industry was, and will be, a party in good standing to the Industry PPA, as at the date of the Industry Solar PV Asset Sale Agreement and the closing date, and (b) but for the obligations of Industry, pursuant to the Industry PPA, Industry had, and will have, no obligations as at the date of the Industry Solar PV Asset Sale Agreement and the closing date.

The Industry PPA is a standardized, must-take, full buy/ sell, power purchase agreement, where SCE purchases all of the generating facility’s generation, net of station use. The term of the Industry PPA is 20 years. The price SCE pays for the generation shall be premised on the adopted 2009 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Industry PPA. Without the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, initial operation of the generating facility must be no later than June 28, 2013. The Industry PPA includes, but is not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance.

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CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(f) Industry Solar PV Asset Sale Agreement - Continued

Jeff Thachuk, the Company’s president and a control person of the Company, is the chairman, chief executive officer, and a control person of Solar Krafte. Mark Burgert, a control person of the Company, is the president and a control person of Solar Krafte. On October 24, 2012, the Company’s board of directors approved Coronus’ entry into the Industry Solar PV Asset Sale Agreement. As a director of the Company, Mr. Thachuk declared his interest in the transaction and abstained from voting on the approval of the Industry Solar PV Asset Sale Agreement.

(g) Biological Habitat & Cultural Assessments

On November 24, 2012, Coronus entered into a Biological Habitat Assessment Agreement (the “Bio Assessment Agreement”) with Phoenix Biological Consulting, LLC (“Phoenix”), where Phoenix was to conduct field work and prepare biological habitat assessment technical reports (the “Scope of Services”) for Coronus projects Adelanto West, Apple Valley East, Phelan South, Yucca Valley East, Joshua Tree East, 29-Palms North, and 29-Palms Morongo, for submittal to the city and/or county planning department to satisfy the initial biological studies component of the California Environmental Quality Act. The estimated cost for performing the Scope of Services was $32,500. Coronus paid $16,250 on entering into the Bio Assessment Agreement. The balance was due within thirty business days after receipt of the technical reports. Coronus received the technical reports on January 17, 2013.

On November 24, 2012, Coronus entered into a Cultural Resources Assessment Agreement (the “Cultural Assessment Agreement”) with Phoenix, where Phoenix was to perform cultural records searches, conduct field work, and prepare cultural resources assessment technical reports (the “Scope of Services”) for Coronus projects Adelanto West, Apple Valley East, Phelan South, Yucca Valley East, Joshua Tree East, 29-Palms North, and 29-Palms Morongo, for submittal to the city and/or county planning department to satisfy the initial cultural studies component of the California Environmental Quality Act. The estimated cost for performing the Scope of Services was $24,900. Coronus paid $12,450 on entering into the Cultural Assessment Agreement. The balance was due within thirty business days after receipt of the technical reports. Coronus received the technical reports on January 17, 2013.

(h) Aegis Solar PV Asset Sale Agreement

On December 27, 2012, the Company entered into a sale agreement for utility-scale, ground-mount, solar PV power systems (the “Aegis Solar Power System Sales Agreement”) with Sycamore Physicians Partners LLC and Aegis Energy Partners LLC (collectively, the “Buyer”). Under the Aegis Solar Power System Sales Agreement, the Company agreed to sell to the Buyer 2.7 MW_ac of turnkey, utility-scale, ground-mount, solar PV power systems (the “Solar PV Systems”), engineered, procured and constructed by Belectric, Inc. (“Belectric”), at a contract price of $2.15 per W_dc, inclusive of taxes. Assuming a dc/ac ratio of 1.25, the contract price would be $7,256,250. The Aegis Solar Power System Sales Agreement was subject to Belectric approval. On Belectric approval, the Buyer was to pay the Company $50,000.

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CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 19 – Commitments - Continued

(h) Aegis Solar PV Asset Sale Agreement - Continued

Under the Aegis Solar Power System Sales Agreement, the Buyer was to provide the site for the Solar PV Systems, pay for the utility interconnection and land use permit procurement costs, and obtain the land use permit. Additionally, the Buyer was to provide Belectric with satisfactory proof of secured financing, prior to the commencement of construction of the Solar PV Systems. Under the Aegis Solar Power System Sales Agreement, Belectric was to provide all services necessary for delivery to the Buyer of turnkey, operation ready, Solar PV Systems. Belectric was to design the Solar PV Systems to optimize revenue, with emphasis placed on the utility’s time of delivery periods and factors. Additionally, Belectric was to be responsible for managing the operation of the Solar PV Systems, for a period of five years, and would receive, for the operating and maintenance services to be provided, remuneration in the amount of $22.50 per kW_dc per year, inclusive of a standard escalation of 2% per year, after year one.

On February 10, 2013, the Company terminated the Aegis Solar Power System Sales Agreement with the Buyer. The Company failed to obtain the Belectric approval, as required.

(i)  Earthlight Consultancy

On December 26, 2012, effective January 1, 2013, Coronus agreed to engage Earthlight Solar Inc. ("Earthlight") as a consultant, with Earthlight providing Coronus with advisory and consulting services (the "Services") in respect of Cornus' solar photovoltaic business. Under the engagement, Coronus is to pay Earthlight $8,000 per month (the "Fee") for the Services, with the Fee due and payable at the end of each month. Mark Burgert, a control person of the Company, is the president and a control person (sole owner) of Earthlight.

Note 20 - Subsequent Events

See Note 15, Note 19(c)(i), Note 19(c)(ii), Note 19(c)(iii), Note 19(f)(iii), Note 19(f)(iv), Note 19(g), and Note 19(i).

(a) Power Purchase Agreements

(i) Power Purchase Agreements for Projects Coronus Adelanto West 1 and 2

On January 15, 2013 (the “Adelanto West PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus Adelanto West 1 LLC and Coronus Adelanto West 2 LLC, entered into two identical Power Purchase Agreements (the “Adelanto West PPAs”) with SCE. The Adelanto West PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Adelanto West 1 and Adelanto West 2 Projects”) on the 40 acre parcel of vacant land, situated in the City of Adelanto, California, Coronus acquired on April 19, 2012 (see Note 7).

The Adelanto West PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Adelanto West 1 and Adelanto West 2 Projects’ generation, net of station use. The term of the Adelanto West PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Adelanto West PPAs. Initial operation of the Adelanto West 1 and Adelanto West 2 Projects must be no later than eighteen months from the Adelanto West PPAs Effective Date. The Adelanto West PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Adelanto West PPAs Effective Date, Coronus is required to post and maintain development fees (the “Adelanto West PPAs Development Securities”) equal to $37,604 per Adelanto West PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the Adelanto West PPAs Development Securities to Coronus within thirty days of each facility’s initial operation.

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CORONUS SOLAR INC.

(A Development Stage Enterprise)

Notes to Consolidated Financial Statements

(Expressed in U.S. Dollars)

Nine Months Ended December 31, 2012

(Unaudited)

Note 20 - Subsequent Events - Continued

(a) Power Purchase Agreements - Continued

(i) Power Purchase Agreement for Project Coronus Yucca Valley East 3

On January 15, 2013 (the “Yucca Valley East 3 PPA Effective Date”), Coronus’ wholly-owned subsidiary, Coronus Yucca Valley East 3 LLC entered into a Power Purchase Agreement (the “Yucca Valley East 3 PPA”) with SCE. The Yucca Valley East 3 PPA relates to Coronus’ application for interconnection service and the CREST tariff for a third 1.5 MW solar PV power system (the “Yucca Valley East 3 Project”) on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, Coronus acquired on August 17, 2012 (see Note 7).

The Yucca Valley East 3 PPA is a standardized, must-take, full buy/ sell, power purchase agreement, where SCE purchases all of the Yucca Valley East 3 Project’s generation, net of station use. The term of the Yucca Valley East 3 PPA is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Yucca Valley East 3 PPA. Initial operation of the Yucca Valley East 3 Project must be no later than eighteen months from the Yucca Valley East 3 PPA Effective Date. The Yucca Valley East 3 PPA includes, but is not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Yucca Valley East 3 PPA Effective Date, Coronus is required to post and maintain a development fee (the “Yucca Valley East 3 PPA Development Security”) equal to $37,604. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facility, SCE shall return the Yucca Valley East 3 PPA Development Security to Coronus within thirty days of the facility’s initial operation.

(b) Interconnection Financial Security Postings

(i) Initial Posting of Interconnection Financial Security for Projects Coronus Joshua Tree East 1, 2, 3, 4 and 5

On January 9, 2013, pursuant to the SCE interconnection requests for solar PV projects Coronus Joshua Tree East 1, 2, 3, 4 and 5, Coronus posted with SCE the initial interconnection financial securities, in the amounts of $41,200, $82,400, $41,200, $58,800 and $141,200, respectively. The posting amounts for the Joshua Tree East 1, 2 and 3 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on February 23, 2012. The posting amounts for the Joshua Tree East 4 and 5 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on June 25, 2012.

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(ii) Second Posting of Interconnection Financial Security for Project Coronus 29-Palms North 1

On February 1, 2013, pursuant to the SCE interconnection request for solar PV project Coronus 29-Palms North 1, Coronus posted with SCE the second interconnection financial security, in the amount of $14,750. This amount was determined by the results of the Combined System Impact and Facility Study Agreement Coronus entered into with SCE on June 16, 2011.

(c) Utility Interconnection Studies

(i) FAS Study Agreement for Project Coronus Joshua Tree East 1

On January 25, 2013, Coronus entered into a Facilities Study Agreement (the “FAS Agreement for Joshua Tree East 1”) with SCE. The FAS Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV system on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, Coronus acquired on June 30, 2011 (see Note 7).

The FAS Agreement sets forth the terms and conditions for SCE to perform a facilities study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a refined determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed, to accommodate the PV system. The estimated cost of the study is $15,000. On entering into the FAS Agreement, Coronus paid SCE the $15,000 deposit.

(d) Acquisition of Vacant Land

(i) 29-Palms Morongo Agreement

On October 24, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms Morongo Agreement”). Under the 29-Palms Morongo Agreement, Coronus agrees to acquire a 24.23 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The purchase price is $86,683, all cash. Close of escrow was January 31, 2013. Coronus deposited $1,000 into escrow and agrees to deposit an additional $85,683 within sufficient time to close escrow. Effective January 31, 2013, under the 29-Palms Morongo Agreement, Coronus has been replaced as Purchaser with the Company’s wholly-owned subsidiary Coronus 29-Palms Morongo LLC. Additionally, the close of escrow has been extended to March 31, 2013, and the 29-Palms Morongo Agreement is now subject to Coronus 29-Palms Morongo LLC’s board of director approval on or before March 24, 2013.

(ii) Apple Valley East Re-Site Agreement (McGee)

On February 8, 2013, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Re-Site Agreement (McGee)”). Under the Apple Valley East Re-Site Agreement (McGee), Coronus agrees to acquire a 8.91 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California, from the McGee Living Trust. The purchase price is $100,000. Close of escrow is February 28, 2013. Coronus deposited $10,000 into escrow and agrees to deposit an additional $90,000 within sufficient time to close escrow. The Apple Valley East Re-Site Agreement (McGee) is contingent on the clear transfer of title.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of the quarterly report on Form 10-Q includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this quarterly report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

Estimates and Assumptions

In the preparation of our financial statements, no estimates have been used since there is insufficient historical information in which to base such estimates.

Trends Affecting Our Business

In the past four years, solar module prices have been reduced by more than half, due to the impact of the global economic downturn, reduced silicon prices, increased polysilicon supply, and a general oversupply of solar modules on the market. Although we expect solar module prices to stay at current levels, or continue to decline, but not as drastically, a rebound in solar module prices would materially impact the viability of our business model, possibly rendering our model nonviable.

Plan of Operation for the Next Twelve Months

Our efforts are focused on raising capital through the sale of common stock in private placements to position us with sufficient funds to execute on the business plan of Coronus, our wholly-owned subsidiary. Coronus is a development-stage company founded to deploy and operate utility-scale solar photovoltaic (PV) power systems in the State of California. The business plan of Coronus calls for 1) the procurement of 20-year, “must-take” Power Purchase Agreements (PPAs) from Southern California Edison (SCE), under the California Public Utilities Commission’s (CPUC’s) feed-in tariff for small generators, and 2) the development of the corresponding, utility-scale, 1.5 MW solar PV power systems. The “CREST” tariff is SCE’s allocation of the feed-in tariff.

On June 30, 2011, Coronus completed the Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”), which Coronus entered into on May 9, 2011. Under the Joshua Tree East Agreement, Coronus acquired a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. At this point in time, we are pursuing five interconnection agreements for five 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for the five systems, and have entered into five separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Joshua Tree East PPAs below).

On April 19, 2012, Coronus completed the Vacant Land Purchase Agreement (the “Adelanto West Agreement”), which Coronus entered into on September 23, 2011. Under the Adelanto West Agreement, Coronus acquired a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel. Specifically, we have two systems currently under utility study. At this point in time, we are pursuing two interconnection agreements for two 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for the two systems, and have entered into two separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Adelanto West PPAs below).

On August 17, 2012, Coronus completed the Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”), which Coronus entered into on October 9, 2011. Under the Yucca Valley East Agreement, Coronus acquired a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California. At this point in time, we are pursuing three interconnection agreements for three 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for the three systems, and have entered into three separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Yucca Valley East PPAs below).

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On December 28, 2012, Coronus completed the Vacant Land Purchase Agreement (the “29-Palms North Re-Site Agreement”), which Coronus entered into on December 6, 2012. Under the 29-Palms North Re-Site Agreement, Coronus acquired a 160 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California. At this point in time, we are pursuing three interconnection agreements for three 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for the three systems, and have entered into three separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the 29-Palms North PPAs above).

On January 7, 2013, Coronus completed the Vacant Land Purchase Agreement (the “Apple Valley East Re-Site Agreement”), which Coronus entered into on December 8, 2012. Under the Apple Valley East Re-Site Agreement, Coronus acquired a 14.78 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California. Additionally, on February 8, 2013, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Re-Site Agreement (McGee)”) to acquire the adjacent 8.91 acre parcel of vacant land. At this point in time, we are pursuing two interconnection agreements for two 1.5 MW solar PV power systems sited on these two adjacent parcels. To date, we have obtained interconnection study results for the two systems, and have entered into two separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Apple Valley East PPAs below).

On December 20, 2012, Coronus and Coronus’ wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, Coronus 29-Palms North 3 LLC, Coronus Yucca Valley East 1 LLC, Coronus Yucca Valley East 2 LLC, Coronus Yucca Valley East 3 LLC, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, Coronus Joshua Tree East 5 LLC, Coronus Apple Valley East 1 LLC, Coronus Apple Valley East 2 LLC, Coronus Adelanto West 1 LLC, and Coronus Adelanto West 2 LLC (collectively the “Project Companies”), conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to one investor, Clean Focus Financing Company, LP (“Clean Focus”), for proceeds of up to $4,000,000 (the “Loan”) (see below).

Pursuant to a schedule of draw dates and amounts, Coronus was to, and is, requesting advances, in whole or in part, of up to the maximum amount of the Loan (each an “Advance”). The Note is due on the earlier of i) 31 days after the total Advances equal $4,000,000.00 or ii) July 1, 2013 (the “Maturity Date”). The Note bears interest at an annual rate of 6%, and such interest shall accrue until the Maturity Date. On or before the Maturity Date, pursuant to the terms of a stock purchase agreement, yet to be drafted, we will transfer 100% ownership of Coronus and the Project Companies to Clean Focus or designee. Upon the transfer, all then outstanding Advances under the Loan, together with all accrued but unpaid interest, shall either be converted into capital contributions by Clean Focus or assumed as part of the stock purchase price.

We are currently in negotiations with Clean Focus in determining the terms of the stock purchase agreement, and anticipate finalizing the agreement on or before March 31, 2013.

On October 24, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Industry Solar PV Asset Sale Agreement”) with Solar Krafte Utilities Inc. (“Solar Krafte”). Solar Krafte holds a contract to purchase Industry Solar Power Generation Station 1 LLC (“Industry”). Under the Industry Solar PV Asset Sale Agreement, Coronus agreed to purchase Industry from Solar Krafte for $1,250,000 (the “Cash Price”). Industry is a party to a Power Purchase Agreement (the “Industry PPA”) with SCE, under the CREST tariff, for a 1.5 MW concentrated photovoltaic power system (the “Industry System”). Completion of the Industry Solar PV Asset Sale Agreement is contingent on SCE approving 1) a design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, and 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Each party has the right to terminate the Industry Solar PV Asset Sale Agreement effective upon notice to the other party if SCE fails to approve, within 90 days from October 24, 2012, 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. As of the date of this report, neither party has exercised its right to terminate the Industry Solar PV Asset Sale Agreement, as we are presently in negotiations with SCE, asking them for their approvals.

In addition to the above, we are presently evaluating further vacant lands, ranging in size between 20 and 50 acres, for purchase. Over the course of the next twelve months, our intention is to acquire further lands, and to submit generating facility interconnection applications to SCE in respect of utility-scale, solar PV power systems to be sited on these lands.

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Results of Operations

Three Months Ended December 31, 2012 compared to December 31, 2011

Amortization, tangible and intangible assets, expense decreased by $1,198 or 66% from $1,805 for the three months ended December 31, 2011 to $607 for the three months ended December 31, 2012. The principal reason for the decrease was that the Business Plan was fully amortized as of October 31, 2012 (see Note 9 of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

We incurred $3,228 in financing costs on promissory note expense for the three months ended December 31, 2012, as compared to no financing costs on promissory note expense ($nil) for the three months ended December 31, 2011. The $3,228 was the accreted interest expense on the promissory note for the quarter incurred on the issuance of the senior secured promissory note over the life of the note.

We incurred $28,700 in consulting fees expense for the three months ended December 31, 2012, as compared to no consulting fees expense ($nil) for the three months ended December 31, 2011. This expense relates to the cultural resources assessments and biological habitat assessments we undertook for several properties during the current quarter.

Interest on shareholder loan expense decreased by $2,222 or 100% from $2,227 for the three months ended December 31, 2011 to $5 for the three months ended December 31, 2012. The reason for the decrease was that on April 18, 2012, we repaid, in full, the shareholder loan, and thus ended the accumulation of further interest. The interest of $5 was due to the fluctuation of the USD/CAD exchange rate.

Interest and bank charges expense decreased by $1,733 or 37% from $4,626 for the three months ended December 31, 2011 to $2,893 for the three months ended December 31, 2012. The reason for the decrease was that we expensed certain interest payments in relation to various projects in the previous quarter. Subsequently, management determined that those interest payments should be capitalized as part of the cost of those projects.

Office and miscellaneous expense increased by $7,556 or 95% from $7,931 for the three months ended December 31, 2011 to $15,487 for the three months ended December 31, 2012. The principal reason for the increase was that in the current quarter, we incurred $2,857 in incorporation and registration fees for our numerous wholly-owned limited liability companies. We incurred no such expense in the previous quarter. Moreover, we paid property tax of $6,855 in the current quarter, compared with $1,725 in the previous quarter.

Feasibility study expense decreased by $5,815 or 18% from $33,065 for the three months ended December 31, 2011 to $27,250 for the three months ended December 31, 2012. The decrease was due to the variability of the expensed portion of the numerous deposits Coronus paid in the past three quarters to Southern California Edison for interconnection studies completed, in part, in the current quarter.

Foreign exchange loss expense decreased by $326 or 296% from an exchange loss of $110 for the three months ended December 31, 2011 to an exchange gain of $216 for the three months ended December 31, 2012. The decrease was attributable to the fluctuation of the USD/CAD exchange rate.

We incurred $919 in write-off on discount of convertible notes expense for the three months ended December 31, 2012, as compared to no write-off on discount of convertible notes expense ($nil) for the three months ended December 31, 2011. The write-off on discount of convertible notes expense of $919 was due to the fluctuation of the USD/CAD exchange rate.

Nine Months Ended December 31, 2012 compared to December 31, 2011

Amortization, tangible and intangible assets, expense decreased by $1,205 or 22% from $5,416 for the nine months ended December 31, 2011 to $4,211 for the nine months ended December 31, 2012. The principal reason for the decrease was that the Business Plan was fully amortized as of October 31, 2012 (see Note 9 of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

We incurred $3,228 in financing costs on promissory note for the nine months ended December 31, 2012, as compared to no financing costs on promissory note for the nine months ended December 31, 2011. The $3,228 was accreted interest expenses for the current period on the issuance of the senior secured promissory note over the life of the note.

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We incurred $28,700 in consulting fees expense for the nine months ended December 31, 2012, as compared to no consulting fees expense ($nil) for the nine months ended December 31, 2011. This expense relates to the cultural resources assessments and biological habitat assessments we undertook for several properties during the current period.

Interest on shareholder loan expense decreased by $6,343 or 94% from $6,778 for the nine months ended December 31, 2011 to $435 for the nine months ended December 31, 2012. The reason for the decrease was that on April 18, 2012, we repaid, in full, the shareholder loan, and thus ended the accumulation of further interest.

Interest and bank charges expense increased by $1,651 or 16% from $10,296 for the nine months ended December 31, 2011 to $11,947 for the nine months ended December 31, 2012. On April 20, 2012, we repaid, in full, the principal and interest owning on two convertible promissory notes. In the current period, an amount of $5,363 was amortized as a discount on the convertible notes, for the period from April 1 to April 19, 2012.

Professional fees increased by $8,866 or 16% from $54,763 for the nine months ended December 31, 2011 to $63,629 for the nine months ended December 31, 2012. The principal reason for the increase was that there was an increase in the current period in accounting and audit fees of $11,568, as a consequence of an increase in our activity.

Salaries and wages increased by $11,796 or 19% from $62,604 for the nine months ended December 31, 2011 to $74,400 for the nine months ended December 31, 2012. The increase was due to the salary increase of our principal executive officer. Effective June 1, 2011, our principal executive officer’s salary was increased from CAD$3,000 per month to CAD$8,000 per month.

Feasibility study expense increased by $68,609 or 92% from $74,798 for the nine months ended December 31, 2011 to $143,407 for the nine months ended December 31, 2012. The increase was due to the expensed portion of the numerous deposits Coronus paid in the past three quarters to Southern California Edison for System Impact Studies completed, in part, in the current period.

Foreign exchange loss expense increased by $5,383 or 188% from $2,858 for the nine months ended December 31, 2011 to $8,241 for the nine months ended December 31, 2012. The increase was attributable to the fluctuation of the USD/CAD exchange rate.

We incurred no write-down of land deposits expense ($nil) for the nine months ended December 31, 2012, as compared to $3,210 in write-down of land deposits expense for the nine months ended December 31, 2011. The write-down of land deposits expense in the previous period was attributable to a cancelled vacant land purchase agreement. When we cancelled the agreement, we forfeited the land deposits.

We incurred $81,156 in write-off on discount of convertible notes expense for the nine months ended December 31, 2012, as compared to no write-off on discount of convertible notes expense ($nil) for the nine months ended December 31, 2011. On April 20, 2012, we repaid, in full, the principal and interest owning on two convertible promissory notes. An amount of $5,302 was amortized for the period from April 1 to April 19, 2012, and the balance of the discount on issuance of the convertible promissory notes, $81,156, was written off.

We achieved $1,717,024 in gain on sale of assets for the nine months ended December 31, 2012, as compared to no gain on sale of assets ($nil) for the nine months ended December 31, 2011. Pursuant to the Solar PV Asset Sale Agreement, we recorded a gain of $1,717,024 in respect of the sale of the Coronus Hesperia West 1 Project and the sale of the Coronus Hesperia West 2 Project (see Note 10 of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

Assets and Liabilities at December 31, 2012 compared to March 31, 2012

Cash and cash equivalents increased by $426,352 or 130,400% from $327 at March 31, 2012 to $426,679 at December 31, 2012. The reason for the increase was the cash gain we recorded in respect of the sale of the Coronus Hesperia West 1 Project and the Coronus Hesperia West 2 Project, pursuant to the Solar PV Asset Sale Agreement (see Note 10 of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

Other receivables increased by $7,437 or 826% from $900 at March 31, 2012 to $8,337 at December 31, 2012. The principal reason for the increase was an increase in HST recoverable in the current quarter.

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Prepaid expenses and deposit increased by $1,243,691 or 2,950% from $42,149 at March 31, 2012 to $1,285,840 at December 31, 2012. Subsequent to March 31, 2012, Coronus entered into various Power Purchase Agreements (“PPAs”) with SCE, and under the PPAs, Coronus has posted with SCE development security fees, as of December 31, 2012, totaling $189,958 (see Note 19(f) of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q). Additionally, subsequent to March 31, 2012, Coronus posted interconnection financial security with SCE, as of December 31, 2012, totaling $915,500 (see Note 19(e) of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

We had no assets held for sale ($nil) at December 31, 2012, as compared to $40,161 in assets held for sale at March 31, 2012. The assets held for sale related to the prepaid and deposit assets of Coronus Hesperia West 1 LLC, and were carried at the lower of carrying value or fair value less costs to sell. Pursuant to the Solar PV Asset Sale Agreement with Sycamore, we transferred Coronus Hesperia West 1 LLC to them on April 12, 2012, and therefore no longer owned Coronus Hesperia West 1 LLC at December 31, 2012 (see Note 10 of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

Construction in progress decreased by $5,925,960 or 90% from $6,584,400 at March 31, 2012 to $658,440 at December 31, 2012. The decrease was attributable to the stock cancellation as a consequence of the Amended Solar Power Systems Agreement (see Note 19(a) of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

Property, plant and equipment increased by $1,014,020 or 303% from $334,789 at March 31, 2012 to $1,348,809 at December 31, 2012. The reason for the increase was the acquisition of vacant land in the period, specifically the acquisitions of Adelanto West, Yucca Valley East, and 29-Palms North Re-Site. The purchase price of Adelanto West, Yucca Valley East, and 29-Palms North Re-Site were $400,000, $170,000, and $400,000, respectively.

We had no intangible asset ($nil) at December 31, 2012, as compared to $4,180 in intangible asset at March 31, 2012. On completion of the Coronus acquisition on November 2, 2009, we acquired a business plan, with the fair value of $21,500. The business plan is amortized over its useful life of three years.

Accounts payable and accrued liabilities decreased by $115,837 or 80% from $144,656 at March 31, 2012 to $28,819 at December 31, 2012. The reason for the decrease was the cash gains we recorded in respect of the sale of the Coronus Hesperia West 1 Project and the sale of the Coronus Hesperia West 2 Project, pursuant to the Solar PV Asset Sale Agreement (see Note 10 of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q). We used the proceeds from the two sales, in part, to pay accounts and settle liabilities.

We had no loan from a shareholder ($nil) at December 31, 2012, as compared to $243,288 in loan from a shareholder at March 31, 2012. The reason for the elimination of the loan was that on April 18, 2012, we used the proceeds from the sale of the Coronus Hesperia West 1 Project, pursuant to the Solar PV Asset Sale Agreement, to repay, in full, the shareholder loan.

We had no convertible notes payable ($nil) at December 31, 2012, as compared to $15,198 in convertible notes payable at March 31, 2012. At March 31, 2012, the convertible notes payable related to convertible promissory notes we issued for gross proceeds of CAD$100,000. These convertible promissory notes bore an annual interest rate of 12%. We allocated the convertible notes and the detached warrants on a relative fair value basis, and calculated the embedded conversion beneficiary future. The discount on issuance of the convertible promissory notes was being amortized over the life of the notes. On April 20, 2012, we repaid the notes, in full, inclusive of interest.

We had $1,429,707 in senior secured promissory note at December 31, 2012, as compared to no senior secured promissory note ($nil)  at March 31, 2012. On December 20, 2012, Coronus and Coronus’ wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, Coronus 29-Palms North 3 LLC, Coronus Yucca Valley East 1 LLC, Coronus Yucca Valley East 2 LLC, Coronus Yucca Valley East 3 LLC, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, Coronus Joshua Tree East 5 LLC, Coronus Apple Valley East 1 LLC, Coronus Apple Valley East 2 LLC, Coronus Adelanto West 1 LLC, and Coronus Adelanto West 2 LLC   conducted a non-brokered private placement, issuing a senior secured, promissory note to one investor, Clean Focus, for proceeds of up to $4,000,000 (the “Loan”). Pursuant to a schedule of draw dates and amounts, Coronus may request advances, in whole or in part, of up to the maximum amount of the Loan (each an “Advance”). On December 26, 2012, Coronus received the first Advance of $1,500,000 (see Note 15 of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

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Current notes payable increased by $32,084 or 86% from $37,100 at March 31, 2012 to $69,184 at December 31, 2012. The increase in current notes payable is related to Coronus’ Twentynine Palms North vacant land purchase. Under the agreement to purchase, the seller agreed to carry back $32,000 of the purchase price for two years at 6.5% per annum interest, with monthly payments of interest only. On May 16, 2011, the transaction closed. Accordingly, the note is now due within one year, and therefore no longer a long-term liability. At December 31, 2012, the Company had accrued interest payable of $84 on the note.

We had no liabilities held for sale ($nil) at December 31, 2012, as compared to $33,475 in liabilities held for sale at March 31, 2012. The liabilities held for sale at March 31, 2012, related to the accounts payable and accrued liabilities of Coronus Hesperia West 1 LLC and the cost and liabilities incurred in relation to the Hesperia West Agreement. Pursuant to the Solar PV Asset Sale Agreement with Sycamore, we transferred Coronus Hesperia West 1 LLC and assigned the Hesperia West Agreement to them on April 12, 2012, and therefore no longer owned Coronus Hesperia West 1 LLC or held the Hesperia West Agreement at December 31, 2012 (see Note 10 of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

Long term notes payable increased by $339,830 or 168% from $202,084 at March 31, 2012 to $541,914 at December 31, 2012. The increase in notes payable is related to Coronus’ Adelanto West and Yucca Valley East vacant land purchases. On April 19, 2012, Coronus completed the Adelanto West purchase. Under the agreement to purchase, the seller agreed to carry back $235,000 of the purchase price for three years at 6.5% per annum interest, with monthly payments of interest only. On August 17, 2012, Coronus completed the Yucca Valley East purchase. Under the agreement to purchase, the seller agreed to carry back $136,000 of the purchase price for two years at 6.5% per annum interest, with monthly payments of interest only. The increase attributable to the Adelanto West and Yucca Valley East vacant land purchases was offset by Coronus’ Twentynine Palms North vacant land purchase. Under the agreement to purchase, the seller agreed to carry back $32,000 of the purchase price for two years at 6.5% per annum interest, with monthly payments of interest only. On May 16, 2011, the transaction closed. Accordingly, the note is now due within one year, and therefore no longer a long-term liability.

Share capital decreased by $5,925,960 or 79% from $7,474,452 at March 31, 2012 to $1,548,492 at December 31, 2012. The decrease was attributable to the stock cancellation as a consequence of the Amended Solar Power Systems Agreement (see Note 19(a) of the Notes to the December 31, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q).

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.

To become profitable and competitive, we need to obtain power purchase agreements from SCE, under the CPUC’s feed-in tariff program for small generators, obtain land use permits, and secure financing, on a per project basis, to pay Belectric to construct the utility-scale, solar PV systems. There is no assurance that we will be able to obtain power purchase agreements or land use permits. Further, there is no assurance that we will be able to secure financing, or secure financing on acceptable terms. If financing is not available on acceptable terms, we may be unable to develop our operations.

We expect to raise additional capital through the sale of common stock in private placements, or through the sale of one or more of our solar PV projects under development. There is no assurance, however, that we will be able to raise any capital through the sale of common stock, or that we will be able to raise any capital through the sale of our solar PV projects under development. Further, equity financing could result in additional dilution to existing shareholders.

We do not believe that possible inflation and price changes will affect our revenues.

Our auditors have issued a going concern opinion in our consolidated financial statements for the year ended March 31, 2012. This means that there is substantial uncertainty that we will continue operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Liquidity and Capital Resources

Since inception, we have issued 17,219,486 shares of our common stock and received cash of $591,861.

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On March 19, 2012, Coronus, through its wholly-owned subsidiary, Coronus Hesperia West 1 LLC, entered into a Power Purchase Agreement (“PPA”) with SCE. The PPA relates to Coronus’ application for interconnection service and the CREST tariff for a 1.2 MW solar PV power system (the “Coronus Hesperia West 1 Project”) on the 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, Coronus agreed to acquire pursuant to the “Hesperia West” Vacant Land Purchase Agreement, Coronus entered into on November 9, 2011. On April 5, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Sycamore Solar PV Asset Sale Agreement”) with Sycamore Physicians Partners LLC (“Sycamore”). Under the Sycamore Solar PV Asset Sale Agreement, Coronus agreed to 1) sell, assign and transfer to Sycamore, Coronus’ sole membership in Coronus Hesperia West 1 LLC, 2) assign to Sycamore, the Hesperia West Vacant Land Purchase Agreement, and 3) use its best efforts to obtain a second PPA from SCE in relation to the Hesperia West land parcel, and to sell this PPA, relating to a 1.5 MW solar PV system, to Sycamore if obtained.

Under the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay $1,726,219 (the “Basic Price”) to Coronus for the sole ownership in Coronus Hesperia West 1 LLC, the assignment of the Hesperia West Vacant Land Purchase Agreement, and the second PPA. On executing the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay $817,200 to Coronus, and Coronus agreed to transfer the sole membership in Coronus Hesperia West 1 LLC to Sycamore and to assign the Hesperia West Vacant Land Purchase Agreement to Sycamore. Under the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay the balance of the Basic Price, or $909,019, to Coronus on delivery of the second PPA. On April 11, 2012, Sycamore paid the $817,200 to Coronus, and on April 12, 2012, Coronus transferred the sole membership in Coronus Hesperia West 1 LLC to Sycamore and assigned the Hesperia West Vacant Land Purchase Agreement to Sycamore.

On August 30, 2012, Coronus, through its wholly-owned subsidiary, Coronus Hesperia West 2 LLC, entered into a PPA with SCE (the “Hesperia West 2 PPA”). The Hesperia West 2 PPA relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV power system (the “Hesperia West 2 Project”) on the Hesperia West parcel. Having obtained the second PPA on the Hesperia West parcel, on September 6, 2012, Sycamore paid the balance of the Basic Price, or $909,019, to Coronus, and Coronus transferred the sole membership in Coronus Hesperia West 2 LLC to Sycamore, thus concluding the Solar PV Asset Sale Agreement.

On August 30, 2012 (the “Yucca Valley East PPAs Effective Date”), our wholly-owned subsidiaries, Coronus Yucca Valley East 1 LLC and Coronus Yucca Valley East 2 LLC, entered into two PPAs (the “Yucca Valley East PPAs”) with SCE. The Yucca Valley East PPAs relate to our applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Yucca Valley East 1 and Yucca Valley East 2 Projects”) on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California (the “Yucca Valley East Property”), our wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), acquired on August 17, 2012.

The Yucca Valley East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Yucca Valley East 1 and Yucca Valley East 2 Projects’ generation, net of station use. The term of the Yucca Valley East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Yucca Valley East PPAs. Initial operation of the Yucca Valley East 1 and Yucca Valley East 2 Projects must be no later than eighteen months from the Yucca Valley East PPAs Effective Date. The Yucca Valley East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Yucca Valley East PPAs Effective Date, we were required to post and maintain development fees (the “Yucca Valley East Development Securities”) equal to $37,604 per Yucca Valley East PPA. If, on or before initial operation, we demonstrate to SCE's satisfaction that we have installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facilities, SCE shall return the Yucca Valley East Development Securities to us within thirty days of each facility’s initial operation. On September 27, 2012, we paid the Yucca Valley East Development Securities.

On August 30, 2012 (the “29-Palms North PPAs Effective Date”), our wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, and Coronus 29-Palms North 3 LLC, entered into three PPAs (the “29-Palms North PPAs”) with SCE. The 29-Palms North PPAs relate to our applications for interconnection service and the CREST tariff for three 1.5 MW solar PV power systems (the “29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects”) in respect of the 12kV distribution circuit that feeds the 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California (the “29-Palms North Property”), Coronus acquired on May 16, 2011.

The 29-Palms North PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects’ generation, net of station use. The term of the 29-Palms North PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the 29-Palms North PPAs. Initial operation of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects must be no later than eighteen months from the 29-Palms North PPAs Effective Date. The 29-Palms North PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and

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insurance. Additionally, on or before the thirtieth day following the 29-Palms North PPAs Effective Date, we were required to post and maintain development fees (the “29-Palms North Development Securities”) equal to $38,250 per 29-Palms North PPA. If, on or before initial operation, we demonstrate to SCE's satisfaction that we have installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facilities, SCE shall return the 29-Palms North Development Securities to us within thirty days of each facility’s initial operation. On September 27, 2012, we paid the 29-Palms North Development Securities.

On December 7, 2012 (the “Joshua Tree East PPAs Effective Date”), our wholly-owned subsidiaries, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, and Coronus Joshua Tree East 5 LLC, entered into five identical Power Purchase Agreements (the “Joshua Tree East PPAs”) with SCE. The Joshua Tree East PPAs relate to our applications for interconnection service and the CREST tariff for five 1.5 MW solar PV power systems (the “Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects”) on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California (the “Joshua Tree East Property”), Coronus acquired on June 30, 2011.

The Joshua Tree East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects’ generation, net of station use. The term of the Joshua Tree East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Joshua Tree East PPAs. Initial operation of the Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects must be no later than eighteen months from the Joshua Tree East PPAs Effective Date. The Joshua Tree East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Joshua Tree East PPAs Effective Date, we were required to post and maintain development fees (the “Joshua Tree East PPAs Development Securities”) equal to $36,736 per Joshua Tree East PPA. If, on or before initial operation, we demonstrate to SCE's satisfaction that we have installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facilities, SCE shall return the Joshua Tree East PPAs Development Securities to us within thirty days of each facility’s initial operation. On January 4, 2013, we paid the Joshua Tree East PPAs Development Securities.

On December 7, 2012 (the “Apple Valley East PPAs Effective Date”), our wholly-owned subsidiaries, Coronus Apple Valley East 1 LLC and Coronus Apple Valley East 2 LLC, entered into two identical Power Purchase Agreements (the “Apple Valley East PPAs”) with SCE. The Apple Valley East PPAs relate to our applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Apple Valley East 1 and Apple Valley East 2 Projects”) on the 14.78 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California (the “Apple Valley East Re-Site Property”), Coronus acquired on January 7, 2013, and on the adjacent 8.91 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California (the “Apple Valley East Re-Site Agreement (McGee) Property”), Coronus agreed to acquire pursuant to the Vacant Land Purchase Agreement Coronus entered into on February 8, 2013.

The Apple Valley East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Apple Valley East 1 and Apple Valley East 2 Projects’ generation, net of station use. The term of the Apple Valley East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Apple Valley East PPAs. Initial operation of the Apple Valley East 1 and Apple Valley East 2 Projects must be no later than eighteen months from the Apple Valley East PPAs Effective Date. The Apple Valley East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Apple Valley East PPAs Effective Date, we were required to post and maintain development fees (the “Apple Valley East PPAs Development Securities”) equal to $38,850 per Apple Valley East PPA. If, on or before initial operation, we demonstrate to SCE's satisfaction that we have installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facilities, SCE shall return the Apple Valley East PPAs Development Securities to us within thirty days of each facility’s initial operation. On January 4, 2013, Coronus paid the Apple Valley East PPAs Development Securities.

On January 15, 2013 (the “Adelanto West PPAs Effective Date”), our wholly-owned subsidiaries, Coronus Adelanto West 1 LLC and Coronus Adelanto West 2 LLC, entered into two identical Power Purchase Agreements (the “Adelanto West PPAs”) with SCE. The Adelanto West PPAs relate to our applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Adelanto West 1 and Adelanto West 2 Projects”) on the 40 acre parcel of vacant land, situated in the City of Adelanto, California, Coronus acquired on April 19, 2012.

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The Adelanto West PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Adelanto West 1 and Adelanto West 2 Projects’ generation, net of station use. The term of the Adelanto West PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Adelanto West PPAs. Initial operation of the Adelanto West 1 and Adelanto West 2 Projects must be no later than eighteen months from the Adelanto West PPAs Effective Date. The Adelanto West PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Adelanto West PPAs Effective Date, we are required to post and maintain development fees (the “Adelanto West PPAs Development Securities”) equal to $37,604 per Adelanto West PPA. If, on or before initial operation, we demonstrate to SCE's satisfaction that we have installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facilities, SCE shall return the Adelanto West PPAs Development Securities to us within thirty days of each facility’s initial operation.

On January 15, 2013 (the “Yucca Valley East 3 PPA Effective Date”), our wholly-owned subsidiary, Coronus Yucca Valley East 3 LLC entered into a Power Purchase Agreement (the “Yucca Valley East 3 PPA”) with SCE. The Yucca Valley East 3 PPA relates to our application for interconnection service and the CREST tariff for a third 1.5 MW solar PV power system (the “Yucca Valley East 3 Project”) on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, Coronus acquired on August 17, 2012.

The Yucca Valley East 3 PPA is a standardized, must-take, full buy/ sell, power purchase agreement, where SCE purchases all of the Yucca Valley East 3 Project’s generation, net of station use. The term of the Yucca Valley East 3 PPA is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Yucca Valley East 3 PPA. Initial operation of the Yucca Valley East 3 Project must be no later than eighteen months from the Yucca Valley East 3 PPA Effective Date. The Yucca Valley East 3 PPA includes, but is not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Yucca Valley East 3 PPA Effective Date, we are required to post and maintain a development fee (the “Yucca Valley East 3 PPA Development Security”) equal to $37,604. If, on or before initial operation, we demonstrate to SCE's satisfaction that we have installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facility, SCE shall return the Yucca Valley East 3 PPA Development Security to us within thirty days of the facility’s initial operation.

We expect to obtain capital through the sale of our common stock, or through the sale of one or more of our solar PV projects under development. There is no assurance we will obtain further PPAs, obtain land use permits, or secure financing, on a per project basis, to pay Belectric, in installments, to construct the utility-scale, solar PV systems. Further, there is no assurance we will sell any shares of common stock, or that we will be able to raise any capital through the sale of our solar PV projects under development. We believe that capital generated from the sale of our common stock, or through the sale of our solar PV projects under development, will allow us to operate for the next twelve months. Capital raised from the sale of common stock and capital raised from the sale of solar PV projects under development are our only anticipated sources of additional capital.

To develop a 1.5 MW solar power plant, we forecast the cost to be $5.5 million, inclusive of taxes. We base our cost forecast on the pricing we negotiated, adjusted to reflect the fair value of the payment shares we issued on entering into the agreement, with Belectric, under the purchase agreement for utility-scale, ground-mount, solar PV power systems (the “Solar Power Systems Agreement”). Under the Solar Power Systems Agreement, Coronus had until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus was to provide the sites for the systems, pay for the utility interconnection requests and studies, and obtain the power purchase agreements and land use permits. Additionally, Coronus was to provide Belectric with satisfactory proof of secured financing, on a per project basis, prior to the commencement of construction of each of the systems. Under the Solar Power Systems Agreement, Belectric was to provide all services necessary for delivery to Coronus of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids.

On August 15, 2012, we amended the Solar Power Systems Agreement (the “Amended Solar Power Systems Agreement”). Under the Amended Solar Power Systems Agreement, the provision of Coronus to purchase a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric, for consideration of $76,818,000, exclusive of taxes (the “Original Basic Price”), was modified. Under the Amended Solar Power Systems Agreement, Coronus and Belectric agree to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis (the “Purchase and Sale Agreements”). The Amended Solar Power Systems Agreement is effective as of August 15, 2012, and shall remain in full force and effect for three years (the “Three Year Term”), but shall expire prior to the Three Year Term provided Coronus and Belectric enter into Purchase and Sale Agreements totaling 100 MW of solar power systems prior to the expiry of the Three Year Term. Further, throughout the term of the Amended Solar Power Systems Agreement, Belectric retains the exclusive right to negotiate Purchase and Sale Agreements with Coronus for solar power systems.

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On entering into the original Solar Power Systems Agreement, we paid 15% of the Original Basic Price, or $11,522,700, by way of issuing 10,974,000 shares (the “Original Payment Shares”) of our common stock to Belectric, at a deemed price of $1.05 per share. Under the Amended Solar Power Systems Agreement, as additional purchase and sale consideration, Belectric kept 1,097,400 of the Original Payment Shares. Accordingly, 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012. Prior to the cancellation of the 9,876,600 shares, we had 27,096,086 shares of common stock issued and outstanding. Following the cancellation of the 9,876,600 shares, we now have 17,219,486 shares of common stock issued and outstanding.

On August 28, 2010, Coronus entered into a Vacant Land Purchase Agreement (“the “Twentynine Palms East Agreement”) to acquire a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California. The purchase price of $32,000, in cash, was paid on January 24, 2011. Accordingly, Coronus owns this parcel. At this point in time, we have opted not to pursue interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s distribution engineers, the anticipated network upgrade costs to accommodate the systems are currently prohibitive. Accordingly, we are currently assessing alternative uses for this parcel, including a sale.

On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Twentynine Palms North Agreement”) to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California. The purchase price was $40,000. Coronus agreed to pay $8,000, with the seller agreeing to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On May 16, 2011, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we have opted not to pursue interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s distribution engineers, the anticipated network upgrade costs to accommodate the systems are currently prohibitive. Accordingly, we are currently assessing alternative uses for this parcel, including a sale.

On January 24, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Newberry Springs Agreement”) to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California. The purchase price was $45,000. Coronus agreed to pay $8,000, with the seller agreeing to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On March 17, 2011, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are precluded from pursuing interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s transmission engineers, the existing, regional specific, transmission infrastructure lacks the transmission capacity we would require to deploy our solar PV power systems on this parcel. Although SCE plans to upgrade this transmission infrastructure, these upgrades are not slated for completion till 2018 – 2019. Accordingly, we are currently assessing alternative uses for this parcel, including a sale.

On May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”) to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. The purchase price was $200,000. Coronus agreed to pay $30,000, with the seller agreeing to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. On June 30, 2011, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are pursuing five interconnection agreements for five 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for the five systems, and have entered into five separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Joshua Tree East PPAs above).

On September 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Adelanto West Agreement”) to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. The purchase price was $400,000. Coronus agreed to pay $165,000, with the seller agreeing to carry back the balance amount of $235,000 for three years at 6.5% per annum interest, with monthly payments of interest only. On April 19, 2012, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are pursuing two interconnection agreements for two 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for the two systems, and have entered into two separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Adelanto West PPAs above).

On October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California. The purchase price was $170,000. Coronus agreed to pay $34,000, with the seller agreeing to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On August 17, 2012, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are pursuing three interconnection agreements for three 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for the three systems, and have entered into three separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Yucca Valley East PPAs above).

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On April 25, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Phelan South Agreement”) to acquire a 40 acre parcel of vacant land, situated in Phelan, an unincorporated community in the County of San Bernardino, California. The purchase price is $350,000, all cash. Coronus deposited $1,000 into escrow and agrees to deposit an additional $349,000 within sufficient time to close escrow. Initially, close of escrow was August 15, 2012, but was extended to March 15, 2013. Under the Phelan South Agreement, the seller agrees to include, and transfer to Coronus, one share of Sheep Creek Water Co. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. Initially, the Phelan South Agreement was subject to Coronus’ Board of Director approval on or before July 31, 2012, but this approval was extended to on or before February 28, 2013. Effective September 6, 2012, Coronus is now required to make the following, non-refundable payments, separate from the purchase price, to the seller:

September 30, 2012 - $1,726 (paid on September 30, 2012)

October 31, 2012 - $1,784 (paid on October 31, 2012)

November 30, 2012 - $1,726 (paid on November 30, 2012)

December 31, 2012 - $1,784 (paid on December 31, 2012)

January 31, 2013 - $1,784 (paid on January 31, 2012)

February 28, 2013 - $1,611

March 15, 2013 - $863

On October 24, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms Morongo Agreement”) to acquire a 24.23 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California. The purchase price is $86,683, all cash. Close of escrow is March 31, 2013. Coronus deposited $1,000 into escrow and agrees to deposit an additional $85,683 within sufficient time to close escrow. The 29-Palms Morongo Agreement is subject to board of director approval on or before March 24, 2013. With the consent of the seller, we replaced Coronus, as purchaser, with our wholly-owned subsidiary, Coronus 29-Palms Morongo LLC.

On December 8, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Re-Site Agreement”) to acquire a 14.78 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California. The purchase price was $300,000. Coronus agreed to pay $100,000, with the seller agreeing to carry back the balance amount of $200,000 till March 31, 2013 at $nil interest, with no payments. On January 7, 2013, the transaction closed. Accordingly, Coronus owns this parcel. Additionally, on February 8, 2013, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Re-Site Agreement (McGee)”) to acquire a 8.91 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California. The purchase price is $100,000. Close of escrow is February 28, 2013. Coronus deposited $10,000 into escrow and agrees to deposit an additional $90,000 within sufficient time to close escrow. At this point in time, we are pursuing two interconnection agreements for two 1.5 MW solar PV power systems sited on these two adjacent parcels. To date, we have obtained interconnection study results for the two systems, and have entered into two separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Apple Valley East PPAs above).

On December 6, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms North Re-Site Agreement”) to acquire a 160 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California. The purchase price was $400,000, all cash. On December 28, 2012, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are pursuing three interconnection agreements for three 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for the three systems, and have entered into three separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the 29-Palms North PPAs above).

Under the CPUC’s current feed-in tariff for small generators, we are entitled to enter into multiple 1.5 MW power purchase agreements provided we deploy multiple 1.5 MW solar power systems. Further, we are entitled to deploy multiple 1.5 MW solar power systems on the same parcel, provided this works from a utility interconnection point of view. Because we estimate the cost to develop a 1.5 MW solar power plant to be $5.5 million, inclusive of taxes, we estimate the cost to develop one to three 1.5 MW solar power plants, per parcel, to be $5.5 million to $16.5 million, inclusive of taxes. We expect to obtain the capital to pay for these power plants, through the sale of our common stock and through non-recourse senior secured debt. There is no assurance, however, that we will be able to raise this capital through the sale of common stock, or through non-recourse senior secured debt.

On February 2, 2012, we conducted a non-brokered private placement, issuing a senior secured, convertible promissory note (the “Adair Note”) and transferrable warrant (the “Adair Warrant”) to Russell Adair, for proceeds of CAD$50,000. The Adair Note matured on February 2, 2013 and bore interest at an annual rate of 12%, payable in cash at maturity, prepayment or conversion. At or before maturity, the Adair Note and any accrued interest were convertible at the holder’s option into shares of our common stock, at a price of CAD$0.60 per share. On April 20, 2012, we repaid Mr. Adair, in full, the CAD$50,000 in principal and CAD$1,282.20 in interest owning against the Adair Note. The Adair Warrant entitles the holder thereof to purchase an aggregate of 83,333 shares of our common stock at an exercise price of CAD$0.75 for a period of five years. Mr. Adair continues to hold the Adair Warrant.

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On February 23, 2012, we conducted a non-brokered private placement, issuing a senior secured, convertible promissory note (the “Zakaib Note”) and transferrable warrant (the “Zakaib Warrant”) to Frank Zakaib, for proceeds of CAD$50,000. The Zakaib Note matured on February 2, 2013 and bore interest at an annual rate of 12%, payable in cash at maturity, prepayment or conversion. At or before maturity, the Zakaib Note and any accrued interest were convertible at the holder’s option into shares of our common stock, at a price of CAD$0.60 per share. On April 20, 2012, we repaid Mr. Zakaib, in full, the CAD$50,000 in principal and CAD$936.99 in interest owning against the Zakaib Note. The Zakaib Warrant entitles the holder thereof to purchase an aggregate of 83,333 shares of our common stock at an exercise price of CAD$0.75 for a period of five years. Mr. Zakaib continues to hold the Zakaib Warrant.

On August 10, 2012, we conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Singleton Note”) to Trevor Singleton, for proceeds of CAD$40,000. The Singleton Note was secured by a first priority security interest in all of our assets, including those of our wholly-owned subsidiary, Coronus. The Singleton Note was due on demand and bore interest at an annual rate of 12%, payable in cash at redemption. On September 10, 2012, we repaid Mr. Singleton, in full, the CAD$40,000 in principal and CAD$407.67 in interest owning against the Singleton Note.

On December 20, 2012, Coronus and Coronus’ wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, Coronus 29-Palms North 3 LLC, Coronus Yucca Valley East 1 LLC, Coronus Yucca Valley East 2 LLC, Coronus Yucca Valley East 3 LLC, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, Coronus Joshua Tree East 5 LLC, Coronus Apple Valley East 1 LLC, Coronus Apple Valley East 2 LLC, Coronus Adelanto West 1 LLC, and Coronus Adelanto West 2 LLC (collectively the “Project Companies”), conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to one investor, Clean Focus Financing Company, LP (“Clean Focus”), for proceeds of up to $4,000,000 (the “Loan”). Pursuant to collateral assignment and pledge agreements, and a security agreement, the Note is secured by a first and superior security interest in Coronus’ assets, inclusive of all of Coronus’ right, title and interest in, to and under the sole member of the Project Companies, and all of Coronus’ right, title and interest in, to, and under, if any, any contracts, permits, applications or other documents or agreements entered into or submitted by the Project Companies.

Pursuant to a schedule of draw dates and amounts, Coronus was to request advances, in whole or in part, of up to the maximum amount of the Loan (each an “Advance”). The schedule of draw dates and amounts was as follows: $1,500,000 within two business days of signing of the Note and related loan documents; $500,000 on January 6, 2013; $1,000,000 on January 31, 2013; and $1,000,000 on February 28, 2013. On December 26, 2012, Coronus received the first Advance of $1,500,000, and on January 4, 2013, Coronus received the second Advance of $500,000. Pursuant to a guaranty of payment and completion (the “Guaranty”), we guarantee the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of the indebtedness and other obligations of Coronus and the Project Companies. Additionally, pursuant to the Guaranty, we guarantee that all obligations of Coronus and the Project Companies to continue development of the Project Companies’ projects shall be completed promptly when required, and that the proceeds of each Advance shall be used to pay certain obligations in furtherance of the Project Companies’ projects.

The Note is due on the earlier of i) 31 days after the total Advances equal $4,000,000.00 or ii) July 1, 2013 (the “Maturity Date”). The Note bears interest at an annual rate of 6%, and such interest shall accrue until the Maturity Date. On or before the Maturity Date, pursuant to the terms of a stock purchase agreement, yet to be drafted, we will transfer 100% ownership of Coronus and the Project Companies to Clean Focus or designee. Upon the transfer, all then outstanding Advances under the Loan, together with all accrued but unpaid interest, shall either be converted into capital contributions by Clean Focus or assumed as part of the stock purchase price. If the stock purchase does not occur on or before the Maturity Date, then the unpaid principal balance of the Note outstanding on the Maturity Date, together with all accrued and unpaid interest on the principal balance shall be due and payable on the Maturity Date.

In connection with the Loan, Coronus and the Project Companies shall pay up to $20,000 in costs and expenses incurred by Clean Focus in the preparation of the Note and the related loan documents. Additionally, with each Advance, and from the proceeds of each Advance, Coronus was to pay Clean Focus a fee equal to 2% of the principal amount of the Advance. In connection with the first Advance of $1,500,000 on December 26, 2012, Coronus paid Clean Focus the 2% fee, or $30,000, and in connection with the second Advance of $500,000 on January 4, 2013, Coronus paid Clean Focus the 2% fee, or $10,000. Further, in connection with the Loan, with each Advance, but not from the proceeds of each Advance, but from Coronus’ unallocated working capital, Coronus shall pay Earthlight Solar Inc. (“Earthlight”) a fee equal to 3% of the principal amount of the Advance. Mark Burgert, a control person of us, is the president and a control person (sole owner) of Earthlight. In connection with the Loan, on behalf of Coronus, Earthlight acted as agent. In connection with the first Advance of $1,500,000 on December 26, 2012, Coronus paid Earthlight the 3% fee, or $45,000, and in connection with the second Advance of $500,000 on January 4, 2013, Coronus paid Earthlight the 3% fee, or $15,000.

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On January 31, 2013, the parties amended the mechanics of the draw dates and amounts under the Loan. Under the amended mechanics, Coronus is to provide Clean Focus with invoices, supportive of the schedule, and Clean Focus is to make the required payments direct to the payee, when due. The parties amended the mechanics of the draw dates and amounts to facilitate Clean Focus’ reporting with the U.S. Citizenship and Immigration Services, as the source of the Loan is EB-5 immigrant investor funds. All other aspects of the Loan mechanics remain unchanged. Accordingly, consistent with the original agreement with Earthlight, Coronus paid Earthlight its fee equal to 3%, or $30,000, of the originally scheduled principal amount of the third Advance.

On October 24, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Industry Solar PV Asset Sale Agreement”) with Solar Krafte Utilities Inc. (“Solar Krafte”). Solar Krafte holds a contract to purchase Industry Solar Power Generation Station 1 LLC (“Industry”). Under the Industry Solar PV Asset Sale Agreement, Coronus agreed to purchase Industry from Solar Krafte for $1,250,000 (the “Cash Price”). Industry is a party to a Power Purchase Agreement (the “Industry PPA”) with SCE, under the CREST tariff, for a 1.5 MW concentrated photovoltaic power system (the “Industry System”). Completion of the Industry Solar PV Asset Sale Agreement is contingent on SCE approving 1) a design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, and 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Each party has the right to terminate the Industry Solar PV Asset Sale Agreement effective upon notice to the other party if SCE fails to approve, within 90 days from October 24, 2012, 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. As of the date of this report, neither party has exercised its right to terminate the Industry Solar PV Asset Sale Agreement.

On entering into the Industry Solar PV Asset Sale Agreement, Coronus deposited $40,000 with Solar Krafte, refundable to Coronus if SCE refuses to approve 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Under the Industry Solar PV Asset Sale Agreement, Solar Krafte covenanted, represented and warranted to Coronus that (a) Industry was, and will be, a party in good standing to the Industry PPA, as at the date of the Industry Solar PV Asset Sale Agreement and the closing date, and (b) but for the obligations of Industry, pursuant to the Industry PPA, Industry had, and will have, no obligations as at the date of the Industry Solar PV Asset Sale Agreement and the closing date.

On December 3, 2012, pursuant to the SCE interconnection request for solar PV project Coronus 29-Palms North 1, we posted with SCE the initial interconnection financial security, in the amount of $29,500. This amount was determined by the results of the Combined System Impact and Facility Study Agreement Coronus entered into with SCE on June 16, 2011.

On December 26, 2012, pursuant to the SCE interconnection requests for solar PV projects Coronus 29-Palms North 2 and 3, we posted with SCE the initial interconnection financial securities, in the amounts of $373,300 and $208,900, respectively. The posting amount for the Coronus 29-Palms North 2 project was determined by the results of the Combined System Impact and Facility Study Coronus entered into with SCE on June 16, 2011. The posting amount for the Coronus 29-Palms North 3 project was determined by the results of the System Impact Study Coronus entered into with SCE on February 29, 2012.

On December 27, 2012, pursuant to the SCE interconnection requests for solar PV projects Apple Valley East 1 and 2, was posted with SCE the initial interconnection financial securities, in the amounts of $270,900 and $32,900, respectively. The posting amounts for the Apple Valley East 1 and 2 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on May 3, 2012.

On January 9, 2013, pursuant to the SCE interconnection requests for solar PV projects Coronus Joshua Tree East 1, 2, 3, 4 and 5, we posted with SCE the initial interconnection financial securities, in the amounts of $41,200, $82,400, $41,200, $58,800 and $141,200, respectively. The posting amounts for the Joshua Tree East 1, 2 and 3 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on February 23, 2012. The posting amounts for the Joshua Tree East 4 and 5 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on June 25, 2012.

On February 1, 2013, pursuant to the SCE interconnection request for solar PV project Coronus 29-Palms North 1, we posted with SCE the second interconnection financial security, in the amount of $14,750. This amount was determined by the results of the Combined System Impact and Facility Study Agreement Coronus entered into with SCE on June 16, 2011.

On December 26, 2012, effective January 1, 2013, Coronus agreed to engage Earthlight as a consultant, with Earthlight providing Coronus with advisory and consulting services (the “Services”) in respect of Coronus’ solar photovoltaic business. Under the engagement, Coronus is to pay Earthlight $8,000 per month (the “Fee”) for the Services, with the Fee due and payable at the end of each month.

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As a consequence of shareholder loans, we were indebted to our principal executive officer, who serves also as a director, in the amount of $243,288, inclusive of interest, through March 31, 2012. As of March 31, 2010, the loans were interest free, unsecured and due on demand. Effective April 1, 2010, the aggregate loan accrued interest at the annual rate of 4%. At March 31, 2012, the Company had accrued interest payable of $17,991 on the shareholder loan. As in the past, the loan was unsecured and due on demand. Additionally, our principal executive officer earns a salary of CAD$8,000 per month, effective June 1, 2011 (CAD$3,000 per month historically) but forgave this salary when due, and had done so for the past five years. Effective October 1, 2011, this salary now accrued. In addition to the above, at March 31, 2012, included in accounts payable, CAD$1,189 was owed to our principal executive officer for out-of-pocket expenses. This amount remained payable and did not accrue interest. This amount was not reflected in the shareholder loans described above.

Our principal executive officer had verbally agreed to not seek repayment of the shareholder loans, salary, or out-of-pocket expenses until such time as we were generating sufficient revenues to allow for the repayment of the debt without putting an undue burden on our retained earnings, or until such time as we had raised sufficient capital to eliminate our working capital deficiency. The proceeds from the Sycamore Solar PV Asset Sale Agreement eliminated our working capital deficiency. Accordingly, on April 18, 2012, we repaid, in full, the shareholder loan, as at April 18, 2012, and interest outstanding, as at April 18, 2012. Additionally, we repaid, in full, the out-of-pocket expenses outstanding, as at April 18, 2012. As a result, on April 18, 2012, we repaid our principal executive officer CAD$237,780 and USD $7,021. Additionally, but for six months of accrued salary, we now paid our principal executive officer’s salary when due. On September 11, 2012, we paid our principal executive officer, in full, the six months of accrued salary (CAD$48,000). As of the date of this report, we are no longer indebted to our principal executive officer, but for approximately $450 in out-of-pocket expenses incurred subsequent to the December 31, 2012 quarter end.

As of December 31, 2012, our total current assets were $1,720,856 and our total current liabilities were $1,527,710 resulting in a working capital surplus of $193,146.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Critical Accounting Policies

Accounting Pronouncements Adopted During the Period

Compensation – stock compensation

On April 1, 2011, the Company adopted ASU No. 2010-13 “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. Such an adoption does not have a material impact on the Company’s financial statements.

Business Combination

On April 1, 2011, the Company adopted the FASB Accounting Standards Update No. 2010-29, “Business Combinations (Topic 805)” (“ASU 2010-29”).  ASU 2010-29 is intended to address diversity in practice regarding pro forma revenue and earnings disclosure requirements for business combinations.  ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.  The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.  The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis. The adoption of this ASU will effect business acquisitions incurred after March 31, 2011. Such an adoption does not have a material impact on the Company’s financial statements.

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Fair Value Measurement

On January 1, 2012, the Company adopted ASU No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” to provide additional guidance on fair value disclosures. This guidance contains certain updates to the measurement guidance as well as enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for “Level 3” measurements including enhanced disclosure for: (1) the valuation processes used by the reporting entity; and (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. This guidance only affects the Company’s “Level 3” disclosures.

Intangibles – Goodwill and Other

On January 1, 2012, the Company adopted ASC 350 “Intangibles - Goodwill and other” intended to simplify goodwill impairment testing. Entities will be allowed to perform a qualitative assessment on goodwill impairment to determine whether it is more likely than not (defined as having a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. Adoption of the guidance did not have a material impact on the Company’s financial statements.

Comprehensive Income - Amendments to Presentation of Reclassification of Items Out of Accumulated Other Comprehensive Income

On January 1, 2012, the Company adopted ASU 2011-12, “Comprehensive Income - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.”  ASU 2011-12 defers changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments to allow the FASB time to redeliberate whether to require presentation of such adjustments on the face of the financial statements to show the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income.  ASU 2011-12 allows entities to continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05.  All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12.  Adoption of the guidance did not have a material effect on the Company’s financial position or results of operations.

New Accounting Pronouncements

Presentation of Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, to provide guidance on the presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives: (1) present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income; or (2) in two separate, but consecutive, statements of net income and other comprehensive income. This guidance is effective as of the beginning of a fiscal year that begins after December 15, 2011. Early adoption is permitted, but full retrospective application is required under both sets of accounting standards. This Company is currently evaluating which presentation alternative it will utilize.

Disclosures About Offsetting Assets and Liabilities

In December, 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities”, in an effort to improve comparability between US GAAP and IFRS financial statements with regard to the presentation of offsetting assets and liabilities on the statement of financial position arising from financial and derivative instruments, and repurchase agreements. The ASU establishes additional disclosures presenting the gross amounts of recognized assets and liabilities, offsetting amounts, and the net balance reflected in the statement of financial position. Descriptive information regarding the nature and rights of the offset must also be disclosed. The adoption of the new guidance is not expected to have an impact on the Company’s financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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ITEM 3.                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.                CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. – OTHER INFORMATION

ITEM 1A.             RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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ITEM 6.                EXHIBITS.

		Incorporated by reference				Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	10-K/A-2	12/10/10	3.1
3.2	Bylaws.	S-1	11/07/08	3.2
3.3	Amended Articles of Incorporation (8/13/2002).	S-1	11/07/08	3.3
3.4	Amended Articles of Incorporation (8/26/2002).	S-1	11/07/08	3.4
3.5	Amended Articles of Incorporation (9/20/2002).	S-1	11/07/08	3.5
3.6	Amended Articles of Incorporation (11/03/2009).	8-K	11/06/09	3.1
4.1	Specimen Stock Certificate.	S-1	11/07/08	4.1
10.1	Engagement Letter - Jefferson Thachuk (5/15/2007).	S-1	11/07/08	10.1
10.2	Engagement Letter - Jefferson Thachuk (6/12/2008).	S-1	11/07/08	10.2
10.3	Engagement Letter - Jefferson Thachuk (8/21/2008).	S-1	11/07/08	10.3
10.4	Engagement Letter - Raven Kopelman.	S-1	11/07/08	10.4
10.5	Engagement Letter - John Omielan: (3/15/2007).	S-1	11/07/08	10.5
10.6	Engagement Letter - John Omielan: (1/04/2008).	S-1	11/07/08	10.6
10.7	Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.	10-Q	11/02/09	10.7
10.8	Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert and Jefferson Thachuk.	8-K	11/06/09	10.1
10.9	Loan Agreement with Jefferson Thachuk.	10-K/A	12/10/10	10.1
10.10	Vacant Land Purchase Agreement – VIDAL.	10-Q/A-1	12/10/10	10.10
10.11	Vacant Land Purchase Agreement – TWENTYNINE PALMS.	10-Q/A-1	12/10/10	10.11
10.12	Stock Option Plan dated November 23, 2010.	POS AM	12/30/10	10.12
10.13	Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).	POS AM	12/30/10	10.13
10.14	Vacant Land Purchase Agreement – TWENTYNINE PALMS (December 21, 2010 Addendum).	POS AM	12/30/10	10.14
10.15	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.	10-Q	2/14/11	10.15
10.16	Vacant Land Purchase Agreement – NEWBERRY SPRINGS.	10-Q	2/14/11	10.16
10.17	Vacant Land Purchase Agreement – VIDAL (January 27, 2011 Addendum).	10-Q	2/14/11	10.17
10.18	Solar Power Systems Agreement.	8-K	4/01/11	10.1
10.19	SIS/FAS Study Agreement for Coronus 29 - PALMS NORTH 1.	8-K	6/21/11	10.1
10.20	SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.	8-K	6/21/11	10.2
10.21	VIDAL Agreement Cancellation Instructions.	8-K	6/21/11	10.3
10.22	Installment Note – TWENTYNINE PALMS NORTH.	10-K	6/24/11	10.22

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10.23	Vacant Land Purchase Agreement – TWENTYNINE PALMS (February 17, 2011 Addendum).	10-K	6/24/11	10.23
10.24	Vacant Land Purchase Agreement – NEWBERRY SPRINGS (February 22, 2011 Addendum).	10-K	6/24/11	10.24
10.25	Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).	10-K	6/24/11	10.25
10.26	Installment Note – NEWBERRY SPRINGS.	10-K	6/24/11	10.26
10.27	Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).	10-K	6/24/11	10.27
10.28	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (March 15, 2011 Addendum).	10-K	6/24/11	10.28
10.29	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (April 14, 2011 Addendum).	10-K	6/24/11	10.29
10.30	Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).	10-K	6/24/11	10.30
10.31	Vacant Land Purchase Agreement – JOSHUA TREE EAST.	10-K	6/24/11	10.31
10.32	Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).	10-K	6/24/11	10.32
10.33	Engagement Letter - Jefferson Thachuk (May 31, 2011).	10-K	6/24/11	10.33
10.34	Vacant Land Purchase Agreement – JOSHUA TREE EAST (June 3, 2011 Addendum).	10-K	6/24/11	10.34
10.35	Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).	10-K	6/24/11	10.35
10.36	SCG Advisory Agreement.	8-K	8/10/11	10.1
10.37	Installment Note – JOSHUA TREE EAST.	10-Q	11/14/11	10.37
10.38	Vacant Land Purchase Agreement – PHELAN EAST.	10-Q	11/14/11	10.38
10.39	Cancellation Instructions – PHELAN EAST.	10-Q	11/14/11	10.39
10.40	Vacant Land Purchase Agreement – ADELANTO WEST.	10-Q	11/14/11	10.40
10.41	Vacant Land Purchase Agreement – APPLE VALLEY EAST.	10-Q	11/14/11	10.41
10.42	Vacant Land Purchase Agreement – YUCCA VALLEY EAST.	10-Q	11/14/11	10.42
10.43	Vacant Land Purchase Agreement – OAK HILLS SOUTH.	10-Q	11/14/11	10.43
10.44	Loan Agreement with Jefferson Thachuk (October 26, 2011 Addendum).	10-Q	11/14/11	10.44
10.45	Vacant Land Purchase Agreement – HESPERIA WEST.	10-Q	11/14/11	10.45
10.46	Loan Agreement with Jefferson Thachuk (February 8, 2012 Addendum).	10-Q	2/15/11	10.46
10.47	SCG Advisory Agreement – (December 8, 2011 Addendum).	10-Q	2/15/11	10.47
10.48	System Impact Study Agreement – CORONUS HESPERIA WEST 2.	10-Q	2/15/11	10.48
10.49	System Impact Study Agreement – CORONUS YUCCA VALEY EAST 1.	10-Q	2/15/11	10.49
10.50	System Impact Study Agreement – CORONUS YUCCA VALLEY EAST 2.	10-Q	2/15/11	10.50
10.51	Vacant Land Purchase Agreement – ADELANTO WEST (November 17, 2011 Addendum).	10-Q	2/15/11	10.51
10.52	Vacant Land Purchase Agreement – ADELANTO WEST (January 11, 2012 Addendum).	10-Q	2/15/11	10.52

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10.53	Vacant Land Purchase Agreement – APPLE VALLEY EAST (November 30, 2011 Addendum).	10-Q	2/15/11	10.53
10.54	Vacant Land Purchase Agreement – APPLE VALLEY EAST (January 6, 2012 Addendum).	10-Q	2/15/11	10.54
10.55	Vacant Land Purchase Agreement – HESPERIA WEST (Commission Agreement).	10-Q	2/15/11	10.55
10.56	Vacant Land Purchase Agreement – HESPERIA WEST (December 13, 2011 Addendum).	10-Q	2/15/11	10.56
10.57	Vacant Land Purchase Agreement – HESPERIA WEST (January 14, 2012 Addendum).	10-Q	2/15/11	10.57
10.58	Vacant Land Purchase Agreement – HESPERIA WEST (February 2, 2012 Addendum).	10-Q	2/15/11	10.58
10.59	Vacant Land Purchase Agreement – OAK HILLS SOUTH (December 15, 2011 Addendum)	10-Q	2/15/11	10.59
10.60	Vacant Land Purchase Agreement – OAK HILLS SOUTH (January 18, 2012 Addendum).	10-Q	2/15/11	10.60
10.61	Cancellation Instructions – OAK HILLS SOUTH.	10-Q	2/15/11	10.61
10.62	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (Commission Agreement).	10-Q	2/15/11	10.62
10.63	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (December 3, 2011 Addendum).	10-Q	2/15/11	10.63
10.64	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (January 6, 2012 Addendum).	10-Q	2/15/11	10.64
10.65	Secured Convertible Promissory Note – Russell Adair (February 2, 2012).	10-Q	2/15/11	10.65
10.66	Warrant – Russell Adair (February 2, 2012).	10-Q	2/15/11	10.66
10.67	Vacant Land Purchase Agreement – ADELANTO WEST (February 2, 2012 Addendum).	10-K	6/29/12	10.67
10.68	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (February 2, 2012 Addendum).	10-K	6/29/12	10.68
10.69	Vacant Land Purchase Agreement – APPLE VALLEY EAST (February 2, 2012 Addendum).	10-K	6/29/12	10.69
10.70	Vacant Land Purchase Agreement – HESPERIA WEST (February 16, 2012 Addendum).	10-K	6/29/12	10.70
10.71	System Impact Study Agreement – JOSHUA TREE EAST 1.	10-K	6/29/12	10.71
10.72	System Impact Study Agreement – JOSHUA TREE EAST 2.	10-K	6/29/12	10.72
10.73	System Impact Study Agreement – JOSHUA TREE EAST 3.	10-K	6/29/12	10.73
10.74	Secured Convertible Promissory Note – Frank Zakaib (February 23, 2012).	10-K	6/29/12	10.74
10.75	Warrant – Frank Zakaib (February 23, 2012).	10-K	6/29/12	10.75
10.76	Consent Agreement.	10-K	6/29/12	10.76
10.77	System Impact Study Agreement – 29-PALMS NORTH 3.	10-K	6/29/12	10.77
10.78	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (February 29, 2012 Addendum).	10-K	6/29/12	10.78

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10.79	Vacant Land Purchase Agreement – ADELANTO WEST (March 5, 2012 Addendum).	10-K	6/29/12	10.79
10.80	Vacant Land Purchase Agreement – APPLE VALLEY EAST (March 19, 2012 Addendum).	10-K	6/29/12	10.80
10.81	Power Purchase Agreement – Coronus Hesperia West 1 LLC.	10-K	6/29/12	10.81
10.82	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (April 4, 2012 Addendum).	10-K	6/29/12	10.82
10.83	Solar Photovoltaic Asset Sale Agreement.	10-K	6/29/12	10.83
10.84	Vacant Land Purchase Agreement – ADELANTO WEST (April 12, 2012 Addendum).	10-K	6/29/12	10.84
10.85	System Impact Study Agreement – ADELANTO WEST 1.	10-K	6/29/12	10.85
10.86	System Impact Study Agreement – ADELANTO WEST 2.	10-K	6/29/12	10.86
10.87	Loan Agreement with Jefferson Thachuk (April 18, 2012 Addendum).	10-K	6/29/12	10.87
10.88	System Impact Study Agreement – APPLE VALLEY EAST 1.	10-K	6/29/12	10.88
10.89	System Impact Study Agreement – APPLE VALLEY EAST 2.	10-K	6/29/12	10.89
10.90	Cancellation Instructions – APPLE VALLEY EAST.	10-K	6/29/12	10.90
10.91	Vacant Land Purchase Agreement – PHELAN SOUTH.	10-K	6/29/12	10.91
10.92	Vacant Land Purchase Agreement – PHELAN SOUTH (Commission Agreement).	10-K	6/29/12	10.92
10.93	System Impact Study Agreement – 29-PALMS WEST 1.	10-K	6/29/12	10.93
10.94	System Impact Study Agreement – 29-PALMS WEST 2.	10-K	6/29/12	10.94
10.95	System Impact Study Agreement – YUCCA VALLEY EAST 3.	10-K	6/29/12	10.95
10.96	System Impact Study Agreement – JOSHUA TREE EAST 4.	10-K	6/29/12	10.96
10.97	System Impact Study Agreement – JOSHUA TREE EAST 5.	10-K	6/29/12	10.97
10.98	Secured Convertible Promissory Note – Trevor Singleton.	8-K	8/13/12	10.1
10.99	Power Purchase Agreement – Coronus 29-Palms North 1 LLC.	10-Q	9/13/12	10.1
10.100	Power Purchase Agreement – Coronus 29-Palms North 2 LLC.	10-Q	9/13/12	10.2
10.101	Power Purchase Agreement – Coronus 29-Palms North 3 LLC.	10-Q	9/13/12	10.3
10.102	Power Purchase Agreement – Coronus Yucca Valley East 1 LLC.	10-Q	9/13/12	10.4
10.103	Power Purchase Agreement – Coronus Yucca Valley East 2 LLC.	10-Q	9/13/12	10.5
10.104	Power Purchase Agreement – Coronus Hesperia West 2 LLC.	10-Q	9/13/12	10.6
10.105	Vacant Land Purchase Agreement – PHELAN SOUTH (August 1, 2012 Addendum).	10-Q	9/13/12	10.7
10.106	Vacant Land Purchase Agreement – PHELAN SOUTH (September 6, 2012 Addendum).	10-Q	9/13/12	10.8
10.107	Solar Photovoltaic Asset Sale Agreement (Industry).	8-K	10/30/12	10.1
10.108	System Impact Study Agreement – CORONUS 29-PALMS NORTH 4.	10-Q	12/14/12	10.1

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10.109	Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO.	10-Q	12/14/12	10.2
10.110	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH RE-SITE.				X
10.111	Phoenix – Biological Habitat Assessment Agreement.				X
10.112	Phoenix – Cultural Resources Assessment Agreement.				X
10.113	Power Purchase Agreement – Coronus Joshua Tree East 1 LLC.				X
10.114	Power Purchase Agreement – Coronus Joshua Tree East 2 LLC.				X
10.115	Power Purchase Agreement – Coronus Joshua Tree East 3 LLC.				X
10.116	Power Purchase Agreement – Coronus Joshua Tree East 4 LLC.				X
10.117	Power Purchase Agreement – Coronus Joshua Tree East 5 LLC.				X
10.118	Power Purchase Agreement – Coronus Apple Valley East 1 LLC.				X
10.119	Power Purchase Agreement – Coronus Apple Valley East 2 LLC.				X
10.120	Vacant Land Purchase Agreement – APPLE VALLEY EAST RE-SITE.				X
10.121	Facilities Study Agreement – APPLE VALLEY EAST 1.				X
10.122	Facilities Study Agreement – APPLE VALLEY EAST 2.				X
10.123	Clean Focus Loan – Promissory Note.				X
10.124	Clean Focus Loan – Security Agreement.				X
10.125	Clean Focus Loan – Guaranty.				X
10.126	Clean Focus Loan – Collateral Assignment of Member Interests.				X
10.127	Clean Focus Loan – Collateral Assignment of Stock.				X
10.128	Clean Focus Loan – Earthlight Advisory & Consulting Services Agreement.				X
10.129	Coronus – Earthlight Consulting Services Agreement.				X
10.130	Aegis Solar Power System Sales Agreement.				X
10.131	Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO (December 31, 2012 Addendum).				X
10.132	Power Purchase Agreement – Coronus Adelanto West 1 LLC.				X
10.133	Power Purchase Agreement – Coronus Adelanto West 2 LLC.				X
10.134	Power Purchase Agreement – Coronus Yucca Valley East 3 LLC.				X
10.135	Facilities Study Agreement – JOSHUA TREE EAST 5.				X
10.136	Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO (January 31, 2013 Addendum).				X
14.1	Code of Ethics.	S-1	11/07/08	14.1
14.2	Amended Code of Ethics as of May 14, 2009.	10-K	6/05/09	14.2
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.				X

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99.1	Audit Committee Charter.	S-1	11/07/08	99.1
99.2	Amended Audit Committee Charter as of May 19, 2009.	10-K	6/05/09	99.2
99.3	Disclosure Committee Charter.	10-K	6/05/09	99.3
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.DEF	XBRL Taxonomy Extension – Definitions.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X

-60-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities on this 14th day of February, 2013.

CORONUS SOLAR INC.
(Registrant)
BY:	JEFF THACHUK
	Jeff Thachuk
	President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and member of the Board of Directors

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EXHIBIT INDEX

		Incorporated by reference				Filed
Exhibit	Document Description	Form	Date	Number	herewith
3.1	Articles of Incorporation.	10-K/A-2	12/10/10	3.1
3.2	Bylaws.	S-1	11/07/08	3.2
3.3	Amended Articles of Incorporation (8/13/2002).	S-1	11/07/08	3.3
3.4	Amended Articles of Incorporation (8/26/2002).	S-1	11/07/08	3.4
3.5	Amended Articles of Incorporation (9/20/2002).	S-1	11/07/08	3.5
3.6	Amended Articles of Incorporation (11/03/2009).	8-K	11/06/09	3.1
4.1	Specimen Stock Certificate.	S-1	11/07/08	4.1
10.1	Engagement Letter - Jefferson Thachuk (5/15/2007).	S-1	11/07/08	10.1
10.2	Engagement Letter - Jefferson Thachuk (6/12/2008).	S-1	11/07/08	10.2
10.3	Engagement Letter - Jefferson Thachuk (8/21/2008).	S-1	11/07/08	10.3
10.4	Engagement Letter - Raven Kopelman.	S-1	11/07/08	10.4
10.5	Engagement Letter - John Omielan: (3/15/2007).	S-1	11/07/08	10.5
10.6	Engagement Letter - John Omielan: (1/04/2008).	S-1	11/07/08	10.6
10.7	Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.	10-Q	11/02/09	10.7
10.8	Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert and Jefferson Thachuk.	8-K	11/06/09	10.1
10.9	Loan Agreement with Jefferson Thachuk.	10-K/A	12/10/10	10.1
10.10	Vacant Land Purchase Agreement – VIDAL.	10-Q/A-1	12/10/10	10.10
10.11	Vacant Land Purchase Agreement – TWENTYNINE PALMS.	10-Q/A-1	12/10/10	10.11
10.12	Stock Option Plan dated November 23, 2010.	POS AM	12/30/10	10.12
10.13	Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).	POS AM	12/30/10	10.13
10.14	Vacant Land Purchase Agreement – TWENTYNINE PALMS (December 21, 2010 Addendum).	POS AM	12/30/10	10.14
10.15	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.	10-Q	2/14/11	10.15
10.16	Vacant Land Purchase Agreement – NEWBERRY SPRINGS.	10-Q	2/14/11	10.16
10.17	Vacant Land Purchase Agreement – VIDAL (January 27, 2011 Addendum).	10-Q	2/14/11	10.17
10.18	Solar Power Systems Agreement.	8-K	4/01/11	10.1
10.19	SIS/FAS Study Agreement for Coronus 29 - PALMS NORTH 1.	8-K	6/21/11	10.1
10.20	SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.	8-K	6/21/11	10.2
10.21	VIDAL Agreement Cancellation Instructions.	8-K	6/21/11	10.3
10.22	Installment Note – TWENTYNINE PALMS NORTH.	10-K	6/24/11	10.22

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10.23	Vacant Land Purchase Agreement – TWENTYNINE PALMS (February 17, 2011 Addendum).	10-K	6/24/11	10.23
10.24	Vacant Land Purchase Agreement – NEWBERRY SPRINGS (February 22, 2011 Addendum).	10-K	6/24/11	10.24
10.25	Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).	10-K	6/24/11	10.25
10.26	Installment Note – NEWBERRY SPRINGS.	10-K	6/24/11	10.26
10.27	Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).	10-K	6/24/11	10.27
10.28	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (March 15, 2011 Addendum).	10-K	6/24/11	10.28
10.29	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (April 14, 2011 Addendum).	10-K	6/24/11	10.29
10.30	Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).	10-K	6/24/11	10.30
10.31	Vacant Land Purchase Agreement – JOSHUA TREE EAST.	10-K	6/24/11	10.31
10.32	Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).	10-K	6/24/11	10.32
10.33	Engagement Letter - Jefferson Thachuk (May 31, 2011).	10-K	6/24/11	10.33
10.34	Vacant Land Purchase Agreement – JOSHUA TREE EAST (June 3, 2011 Addendum).	10-K	6/24/11	10.34
10.35	Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).	10-K	6/24/11	10.35
10.36	SCG Advisory Agreement.	8-K	8/10/11	10.1
10.37	Installment Note – JOSHUA TREE EAST.	10-Q	11/14/11	10.37
10.38	Vacant Land Purchase Agreement – PHELAN EAST.	10-Q	11/14/11	10.38
10.39	Cancellation Instructions – PHELAN EAST.	10-Q	11/14/11	10.39
10.40	Vacant Land Purchase Agreement – ADELANTO WEST.	10-Q	11/14/11	10.40
10.41	Vacant Land Purchase Agreement – APPLE VALLEY EAST.	10-Q	11/14/11	10.41
10.42	Vacant Land Purchase Agreement – YUCCA VALLEY EAST.	10-Q	11/14/11	10.42
10.43	Vacant Land Purchase Agreement – OAK HILLS SOUTH.	10-Q	11/14/11	10.43
10.44	Loan Agreement with Jefferson Thachuk (October 26, 2011 Addendum).	10-Q	11/14/11	10.44
10.45	Vacant Land Purchase Agreement – HESPERIA WEST.	10-Q	11/14/11	10.45
10.46	Loan Agreement with Jefferson Thachuk (February 8, 2012 Addendum).	10-Q	2/15/11	10.46
10.47	SCG Advisory Agreement – (December 8, 2011 Addendum).	10-Q	2/15/11	10.47
10.48	System Impact Study Agreement – CORONUS HESPERIA WEST 2.	10-Q	2/15/11	10.48
10.49	System Impact Study Agreement – CORONUS YUCCA VALEY EAST 1.	10-Q	2/15/11	10.49
10.50	System Impact Study Agreement – CORONUS YUCCA VALLEY EAST 2.	10-Q	2/15/11	10.50
10.51	Vacant Land Purchase Agreement – ADELANTO WEST (November 17, 2011 Addendum).	10-Q	2/15/11	10.51
10.52	Vacant Land Purchase Agreement – ADELANTO WEST (January 11, 2012 Addendum).	10-Q	2/15/11	10.52

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10.53	Vacant Land Purchase Agreement – APPLE VALLEY EAST (November 30, 2011 Addendum).	10-Q	2/15/11	10.53
10.54	Vacant Land Purchase Agreement – APPLE VALLEY EAST (January 6, 2012 Addendum).	10-Q	2/15/11	10.54
10.55	Vacant Land Purchase Agreement – HESPERIA WEST (Commission Agreement).	10-Q	2/15/11	10.55
10.56	Vacant Land Purchase Agreement – HESPERIA WEST (December 13, 2011 Addendum).	10-Q	2/15/11	10.56
10.57	Vacant Land Purchase Agreement – HESPERIA WEST (January 14, 2012 Addendum).	10-Q	2/15/11	10.57
10.58	Vacant Land Purchase Agreement – HESPERIA WEST (February 2, 2012 Addendum).	10-Q	2/15/11	10.58
10.59	Vacant Land Purchase Agreement – OAK HILLS SOUTH (December 15, 2011 Addendum)	10-Q	2/15/11	10.59
10.60	Vacant Land Purchase Agreement – OAK HILLS SOUTH (January 18, 2012 Addendum).	10-Q	2/15/11	10.60
10.61	Cancellation Instructions – OAK HILLS SOUTH.	10-Q	2/15/11	10.61
10.62	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (Commission Agreement).	10-Q	2/15/11	10.62
10.63	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (December 3, 2011 Addendum).	10-Q	2/15/11	10.63
10.64	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (January 6, 2012 Addendum).	10-Q	2/15/11	10.64
10.65	Secured Convertible Promissory Note – Russell Adair (February 2, 2012).	10-Q	2/15/11	10.65
10.66	Warrant – Russell Adair (February 2, 2012).	10-Q	2/15/11	10.66
10.67	Vacant Land Purchase Agreement – ADELANTO WEST (February 2, 2012 Addendum).	10-K	6/29/12	10.67
10.68	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (February 2, 2012 Addendum).	10-K	6/29/12	10.68
10.69	Vacant Land Purchase Agreement – APPLE VALLEY EAST (February 2, 2012 Addendum).	10-K	6/29/12	10.69
10.70	Vacant Land Purchase Agreement – HESPERIA WEST (February 16, 2012 Addendum).	10-K	6/29/12	10.70
10.71	System Impact Study Agreement – JOSHUA TREE EAST 1.	10-K	6/29/12	10.71
10.72	System Impact Study Agreement – JOSHUA TREE EAST 2.	10-K	6/29/12	10.72
10.73	System Impact Study Agreement – JOSHUA TREE EAST 3.	10-K	6/29/12	10.73
10.74	Secured Convertible Promissory Note – Frank Zakaib (February 23, 2012).	10-K	6/29/12	10.74
10.75	Warrant – Frank Zakaib (February 23, 2012).	10-K	6/29/12	10.75
10.76	Consent Agreement.	10-K	6/29/12	10.76
10.77	System Impact Study Agreement – 29-PALMS NORTH 3.	10-K	6/29/12	10.77
10.78	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (February 29, 2012 Addendum).	10-K	6/29/12	10.78

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10.79	Vacant Land Purchase Agreement – ADELANTO WEST (March 5, 2012 Addendum).	10-K	6/29/12	10.79
10.80	Vacant Land Purchase Agreement – APPLE VALLEY EAST (March 19, 2012 Addendum).	10-K	6/29/12	10.80
10.81	Power Purchase Agreement – Coronus Hesperia West 1 LLC.	10-K	6/29/12	10.81
10.82	Vacant Land Purchase Agreement – YUCCA VALLEY EAST (April 4, 2012 Addendum).	10-K	6/29/12	10.82
10.83	Solar Photovoltaic Asset Sale Agreement.	10-K	6/29/12	10.83
10.84	Vacant Land Purchase Agreement – ADELANTO WEST (April 12, 2012 Addendum).	10-K	6/29/12	10.84
10.85	System Impact Study Agreement – ADELANTO WEST 1.	10-K	6/29/12	10.85
10.86	System Impact Study Agreement – ADELANTO WEST 2.	10-K	6/29/12	10.86
10.87	Loan Agreement with Jefferson Thachuk (April 18, 2012 Addendum).	10-K	6/29/12	10.87
10.88	System Impact Study Agreement – APPLE VALLEY EAST 1.	10-K	6/29/12	10.88
10.89	System Impact Study Agreement – APPLE VALLEY EAST 2.	10-K	6/29/12	10.89
10.90	Cancellation Instructions – APPLE VALLEY EAST.	10-K	6/29/12	10.90
10.91	Vacant Land Purchase Agreement – PHELAN SOUTH.	10-K	6/29/12	10.91
10.92	Vacant Land Purchase Agreement – PHELAN SOUTH (Commission Agreement).	10-K	6/29/12	10.92
10.93	System Impact Study Agreement – 29-PALMS WEST 1.	10-K	6/29/12	10.93
10.94	System Impact Study Agreement – 29-PALMS WEST 2.	10-K	6/29/12	10.94
10.95	System Impact Study Agreement – YUCCA VALLEY EAST 3.	10-K	6/29/12	10.95
10.96	System Impact Study Agreement – JOSHUA TREE EAST 4.	10-K	6/29/12	10.96
10.97	System Impact Study Agreement – JOSHUA TREE EAST 5.	10-K	6/29/12	10.97
10.98	Secured Convertible Promissory Note – Trevor Singleton.	8-K	8/13/12	10.1
10.99	Power Purchase Agreement – Coronus 29-Palms North 1 LLC.	10-Q	9/13/12	10.1
10.100	Power Purchase Agreement – Coronus 29-Palms North 2 LLC.	10-Q	9/13/12	10.2
10.101	Power Purchase Agreement – Coronus 29-Palms North 3 LLC.	10-Q	9/13/12	10.3
10.102	Power Purchase Agreement – Coronus Yucca Valley East 1 LLC.	10-Q	9/13/12	10.4
10.103	Power Purchase Agreement – Coronus Yucca Valley East 2 LLC.	10-Q	9/13/12	10.5
10.104	Power Purchase Agreement – Coronus Hesperia West 2 LLC.	10-Q	9/13/12	10.6
10.105	Vacant Land Purchase Agreement – PHELAN SOUTH (August 1, 2012 Addendum).	10-Q	9/13/12	10.7
10.106	Vacant Land Purchase Agreement – PHELAN SOUTH (September 6, 2012 Addendum).	10-Q	9/13/12	10.8
10.107	Solar Photovoltaic Asset Sale Agreement (Industry).	8-K	10/30/12	10.1
10.108	System Impact Study Agreement – CORONUS 29-PALMS NORTH 4.	10-Q	12/14/12	10.1

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10.109	Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO.	10-Q	12/14/12	10.2
10.110	Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH RE-SITE.				X
10.111	Phoenix – Biological Habitat Assessment Agreement.				X
10.112	Phoenix – Cultural Resources Assessment Agreement.				X
10.113	Power Purchase Agreement – Coronus Joshua Tree East 1 LLC.				X
10.114	Power Purchase Agreement – Coronus Joshua Tree East 2 LLC.				X
10.115	Power Purchase Agreement – Coronus Joshua Tree East 3 LLC.				X
10.116	Power Purchase Agreement – Coronus Joshua Tree East 4 LLC.				X
10.117	Power Purchase Agreement – Coronus Joshua Tree East 5 LLC.				X
10.118	Power Purchase Agreement – Coronus Apple Valley East 1 LLC.				X
10.119	Power Purchase Agreement – Coronus Apple Valley East 2 LLC.				X
10.120	Vacant Land Purchase Agreement – APPLE VALLEY EAST RE-SITE.				X
10.121	Facilities Study Agreement – APPLE VALLEY EAST 1.				X
10.122	Facilities Study Agreement – APPLE VALLEY EAST 2.				X
10.123	Clean Focus Loan – Promissory Note.				X
10.124	Clean Focus Loan – Security Agreement.				X
10.125	Clean Focus Loan – Guaranty.				X
10.126	Clean Focus Loan – Collateral Assignment of Member Interests.				X
10.127	Clean Focus Loan – Collateral Assignment of Stock.				X
10.128	Clean Focus Loan – Earthlight Advisory & Consulting Services Agreement.				X
10.129	Coronus – Earthlight Consulting Services Agreement.				X
10.130	Aegis Solar Power System Sales Agreement.				X
10.131	Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO (December 31, 2012 Addendum).				X
10.132	Power Purchase Agreement – Coronus Adelanto West 1 LLC.				X
10.133	Power Purchase Agreement – Coronus Adelanto West 2 LLC.				X
10.134	Power Purchase Agreement – Coronus Yucca Valley East 3 LLC.				X
10.135	Facilities Study Agreement – JOSHUA TREE EAST 5.				X
10.136	Vacant Land Purchase Agreement – TWENTYNINE PALMS MORONGO (January 31, 2013 Addendum).				X
14.1	Code of Ethics.	S-1	11/07/08	14.1
14.2	Amended Code of Ethics as of May 14, 2009.	10-K	6/05/09	14.2
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.				X

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99.1	Audit Committee Charter.	S-1	11/07/08	99.1
99.2	Amended Audit Committee Charter as of May 19, 2009.	10-K	6/05/09	99.2
99.3	Disclosure Committee Charter.	10-K	6/05/09	99.3
101.INS	XBRL Instance Document.				X
101.SCH	XBRL Taxonomy Extension – Schema.				X
101.CAL	XBRL Taxonomy Extension – Calculations.				X
101.DEF	XBRL Taxonomy Extension – Definitions.				X
101.LAB	XBRL Taxonomy Extension – Labels.				X
101.PRE	XBRL Taxonomy Extension – Presentation.				X

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EX-10.110

Exhibit 10.110

REAL ESTATE PURCHASE CONTRACT (UNIMPROVED PROPERTY)

STATE OF CALIFORNIA

COUNTY OF SAN BERNARDINO

1.  PARTIES:  DONNA LACHMAN, "THE HAYASHIDA FAMILY PARTNERSHIPS", SADAKO HAYASHIDA, KODY KODAMA  (Seller) agrees to sell and convey to CORONUS ENERGY CORP. (Purchaser), and Purchaser agrees to buy from Seller the Property described below.

2.  PROPERTY:  Lot _____, Block _____, 160 ACRES OF VACANT LAND (APN: 0620-021-01 Addition, City of TWENTYNINE PALMS,  SAN BERNARDINO County, State of CALIFORNIA, known as ______________________________________________________, (address/zip code), or as described on attached exhibit together with all rights, privileges and appurtenances pertaining thereto, including but not limited to: water rights, claims, permits, strips and gores, easements, and cooperative or association memberships (the "Property").

3. SALES PRICE:

A. Cash portion of Sales Price payable by Purchaser at closing $ 400,000.00

B. Sum of all financing described below $ _________

C. Sales Price (Sum of A and B) $ 400,000.00

4. FINANCING: The portion of Sales Price not payable in cash will be paid as follows: [Check applicable items below.]

_____ A. THIRD PARTY FINANCING: One or more third party mortgage loans in the total amount of $___________. If the Property does not satisfy the lenders' underwriting requirements for the loan(s), this contract will terminate and the earnest money will be refunded to Purchaser.   [Check one item only:]

_____ (1) This contract is subject to Purchaser being approved for the financing described in the attached Third Party Financing Condition Addendum.

_____ (2) This contract is not subject to Purchaser being approved for financing.

_____ B. ASSUMPTION: The assumption of the unpaid principal balance of one or more promissory notes described in the attached Loan Assumption Addendum.

_____ C. SELLER FINANCING: A promissory note from Purchaser to Seller of $___________ bearing _______% interest per annum, secured by [choose the appropriate instrument authorized within the state:] __________ mortgage, or __________ vendor’s and deed of trust liens, and containing the terms and conditions described in the attached Seller Financing  Addendum. If an owner policy of title insurance is furnished, Purchaser shall furnish Seller with a mortgagee policy of title insurance.

5. EARNEST MONEY: Upon execution of this contract by both parties, Purchaser shall deposit $50,000.00 as earnest money with TRADEWINDS ESCROW, INC., as escrow agent, at 23670 HAWTHORNE BLVD., #211, TORRANCE, CA 90505 (address). Purchaser shall deposit additional earnest money of $__________ with escrow agent within _____ days after the effective date of this contract. If Purchaser fails to deposit the earnest money as required by this contract, Purchaser will be in default.

6. TITLE POLICY AND SURVEY:

A. TITLE POLICY: Seller shall furnish to Purchaser at [check one:] _____ Seller's __x__ expense an owner policy of title insurance (Title Policy) issued by: TBD (Title Company) in the amount of the Sales Price, dated at or after closing, insuring Purchaser against loss under the provisions

Seller’s Initials                                           Buyer’s Initials JT

- 1 -

of the Title Policy, subject to the promulgated exclusions (including existing building and zoning ordinances) and the following exceptions:

(1) Restrictive covenants common to the platted subdivision in which the Property is located.

(2) The standard printed exception for standby fees, taxes and assessments.

(3) Liens created as part of the financing described in Paragraph 4.

(4) Utility easements created by the dedication deed or plat of the subdivision in which the Property is located.

(5) Reservations or exceptions otherwise permitted by this contract or as may be approved by Purchaser in writing.

(6) The standard printed exception as to marital rights.

(7) The standard printed exception as to waters, tidelands, beaches, streams, and related matters.

(8) The standard printed exception as to discrepancies, conflicts, shortages in area or boundary lines, encroachments or

protrusions, or overlapping improvements. Purchaser, at Purchaser's expense, may have the exception amended to read, "shortages in area".

B. COMMITMENT: Within 20 days after the Title Company receives a copy of this contract, Seller shall furnish to Purchaser a commitment for title insurance (Commitment) and, at Purchaser's expense, legible copies of restrictive covenants and documents evidencing exceptions in the Commitment (Exception Documents) other than the standard printed exceptions. Seller authorizes the Title Company to mail or hand deliver the Commitment and Exception Documents to Purchaser at Purchaser's address shown in Paragraph 21. If the Commitment and Exception Documents are not delivered to Purchaser within the specified time, the time for delivery will be automatically extended up to 15 days or the Closing Date, whichever is earlier.

C. SURVEY: The survey must be made by a registered professional land surveyor acceptable to the Title Company and any lender. [Check one box only:]

_____  (1) Within _____ days after the effective date of this contract, Seller, at Seller's expense, shall furnish a new survey to Purchaser.

_____  (2) Within _____ days after the effective dale of this contract, Purchaser, at Purchaser's expense, shall

obtain a new survey.

_____ (3) Within _____days after the effective date of this contract, Seller shall furnish Seller's existing survey of

the Property to Purchaser and the Title Company, along with Seller's affidavit acceptable to the Title Company for approval of the survey. If the survey is not approved by the Title Company or Purchaser's lender, a new survey will be obtained at [check one:] _____ Seller's _____ Purchaser's expense no later than 3 days prior to the Closing Date.

_____ (4) No survey is required.

D. OBJECTIONS: Within seven (7) days after Purchaser receives the Commitment, Exception Documents and the survey, Purchaser may object in writing to (I) defects, exceptions, or encumbrances to title: disclosed on the survey other than items 6A(1) through (7) above; disclosed in the Commitment other than items 6A(1) through (8) above; (ii) any portion of the Property lying in the 100 year flood plain as shown on the current Federal Emergency Management Agency map; or (iii) any exceptions which prohibit the following use or activity:

 N/A_________________________________________________________________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________________________________________

Purchaser's failure to object within the time allowed will constitute a waiver of Purchaser's right to object; except that the requirements in Schedule C of the Commitment are not waived. Seller shall cure the timely objections of Purchaser or any third party lender within 15 days after Seller receives the objections and the Closing Date will be extended as necessary.  If objections are not cured within such 15 day period, this contract will terminate and the earnest money will be refunded to Purchaser unless Purchaser waives the objections.

E. TITLE NOTICES:

(1) ABSTRACT OR TITLE POLICY: Broker advises Purchaser to have an abstract of title covering the Property examined by an attorney of Purchaser's selection, or Purchaser should be furnished with or obtain a Title Policy. If a Title Policy is furnished, the Commitment should be promptly reviewed by an attorney of Purchaser's choice due to the time limitations on Purchaser's right to object.

Seller’s Initials                                     Buyer’s Initials JT

- 2 -

(2) MANDATORY OWNERS' ASSOCIATION MEMBERSHIP: The Property [check one:] _____ is   x    is not subject to mandatory membership in an owners' association. If the Property is subject to mandatory membership in an owners' association, Seller notifies Purchaser that, as a purchaser of property in the residential community in which the Property is located, you are obligated to be a member of the owners' association. Restrictive covenants governing the use and occupancy of the Property and a dedicatory instrument governing the establishment, maintenance, and operation of this residential community have been or will be recorded in the Real Property Records of the county in which the Property is located. Copies of the restrictive covenants and dedicatory instrument may be obtained from the county clerk. You are obligated to pay assessments to the owners' association. The amount of the assessments is subject to change. Your failure to pay the assessments could result in a lien on and the foreclosure of the Property.

(3) STATUTORY TAX DISTRICTS: If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, the state may require Seller to deliver and Purchaser to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fee of the district prior to final execution of this contract.

(4) TIDE WATERS: If the Property abuts the tidally influenced waters of the state, the state may require a notice regarding coastal area property to be included in the contract. An addendum containing the notice promulgated by the state or required by the parties must be used. (Consult with an attorney if you are unclear on this requirement.)

(5) ANNEXATION: If the. Property is located outside the limits of a municipality, Seller notifies Purchaser that the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Property for further information.

(6) UNIMPROVED PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER: If the Property is located in a certificated service area of a utility service provider and the Property does not receive water or sewer service from the utility service provider on the date the Property is transferred, the state may require a notice regarding the cost of providing water or sewer services to the Property. An addendum containing the notice promulgated by the state or required by the parties must be used.

(7) AGRICULTURAL DEVELOPMENT DISTRICT: The Property [check one:] _____ is    x      is not located in a agricultural development district.

7.  PROPERTY CONDITION:

A. INSPECTIONS, ACCESS AND UTILITIES: Purchaser may have the Property inspected by inspectors selected by Purchaser and licensed by the state or otherwise permitted by law to make inspections. Seller shall permit Purchaser and Purchaser's agents access to the Property at reasonable times. Seller shall pay for turning on existing utilities. NOTICE: Purchaser should determine the availability of utilities to the Property suitable to satisfy Purchaser's needs.

B. ACCEPTANCE OF PROPERTY CONDITION: Purchaser accepts the Property in its present condition; provided Seller, at Seller's expense, shall complete the following: N/A

C. COMPLETION OF REPAIRS: Unless otherwise agreed in writing, Seller shall complete all agreed repairs prior to the Closing Date. All required permits must be obtained, and repairs must be performed by persons who are licensed or otherwise permitted by law to provide such repairs. At Purchaser's election, any transferable warranties received by Seller with respect to the repairs will be transferred to Purchaser at Purchaser's expense. If Seller fails to complete any agreed repairs prior to the Closing Date, Purchaser may do so and receive reimbursement from Seller at closing. The Closing Date will be extended up to 15 days, if necessary, to complete repairs.

Seller’s Initials                                             Buyer’s Initials JT

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D. ENVIRONMENTAL MATTERS:  Purchaser is advised that the presence of wetlands, toxic substances, including asbestos and wastes or other environmental hazards, or the presence of a threatened or endangered species or its

habitat may affect Purchaser's intended use of the Property. If Purchaser is concerned about these matters, an addendum promulgated by the state or required by the parties should be used.

E. SELLER'S DISCLOSURES: Except as otherwise disclosed in this contract, Seller has no knowledge of the following:

(1) any flooding of the Property which has had a material adverse effect on the use of the property;

(2) any pending or threatened litigation, condemnation, or special assessment affecting the Property;

(3) any environmental hazards or conditions which materially affect the Property;

(4) any dump site, landfill, or underground tanks or containers now or previously located on the Property;

(5) any wetlands, as defined by federal or state law or regulation, affecting the Property; or

(6) any threatened or endangered species or their habitat affecting the Property.

8.  BROKERS' FEES: All obligations of the parties for payment of brokers' fees are contained in separate written agreements.

9.  CLOSING:

A. The closing of the sale will be on or before DECEMBER 31, 2012, or within 7 days after objections to matters disclosed in the Commitment or by the survey have been cured, whichever date is later (Closing Date). If either party fails to close the sale by the Closing Date, the non-defaulting party may exercise the remedies contained in Paragraph 15.

B. At closing:

(1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Purchaser and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.

(2) Purchaser shall pay the Sales Price in good funds acceptable to the escrow agent.

(3) Seller and Purchaser shall execute and deliver any notices. statements, certificates, affidavits, releases, loan documents and other documents required of them by this contract, the Commitment or law necessary for the closing of the sale and the issuance of the Title Policy.

C. Unless expressly prohibited by written agreement, Seller may continue to show the Property and receive, negotiate and accept back up offers.

D. All covenants, representations and warranties in this contract survive closing.

10.  POSSESSION: Seller shall deliver possession of the Property to Purchaser upon closing and funding.

11.  SPECIAL PROVISIONS: (Insert only factual statements and business details applicable to the sale. State regulations may prohibit licensees from adding factual statements or business details for which a contract addendum or other form has been promulgated by the state for mandatory use.)

1. "THE HAYASHIDA FAMILY PARTNERSHIPS" MEANS THE HAYASHIDA CHILDREN AND GRANDCHILDREN FAMILY PARTNERSHIP AND RLLP, A COLORADO LIMITED LIABILITY PARTNERSHIP.

2. "GENERAL WARRANTY DEED" MEANS GRANT DEED.

3. PROPERTY IS SOLD AS IS, IN ITS PRESENT PHYSICAL CONDITION AS OF NOVEMBER 13, 2012.

4. THIS CONTRACT MAY BE EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.

5. THIS CONTRACT IS CONTINGENT ON THE CLEAR TRANSFER OF TITLE.

Seller’s Initials                                     Buyer’s Initials JT

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12. SETTLEMENT AND OTHER EXPENSES:

See "SETTLEMENT AND OTHER  EXPENSES ADDENDUM".

13. PRORATIONS AND ROLLBACK TAXES:

A. PRORATIONS: Taxes for the current year, interest, maintenance fees, assessments, dues and rents will be prorated through the Closing Date. If taxes for the current year vary from the amount prorated at closing, the parties shall adjust the prorations when tax statements for the current year are available. If taxes are not paid at or prior to closing, Purchaser

shall pay taxes for the current year.

B. ROLLBACK TAXES:. If this sale or Purchaser's use of the Property after closing results in the assessment of additional taxes, penalties or interest (Assessments) for periods prior to closing, the Assessments will be the obligation of Purchaser. If Seller's change in use of the Property prior to closing or denial of a special use valuation on the Property claimed by Seller results in Assessments for periods prior to closing, the Assessments will be the obligation of Seller. Obligations imposed by this paragraph will survive closing.

14. CASUALTY LOSS: If any part of the Property is damaged or destroyed by fire or other casualty after the effective date of this contract, Seller shall restore the Property to its previous condition as soon as reasonably possible, but in any event by the Closing Date. If Seller fails to do so due to factors beyond Seller's control, Purchaser may (a) terminate this contract and the earnest money will be refunded to Purchaser (b) extend the time for performance up to 15 days and the Closing Date will be extended as necessary or (c) accept the Property in its damaged condition with an assignment of insurance proceeds and receive credit from Seller at closing in the amount of the deductible under the insurance policy. Seller's obligations under this paragraph are independent of any obligations of Seller under Paragraph 7.

Seller’s Initials                                      Buyer’s Initials JT

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15.  DEFAULT: If Purchaser fails to comply with this contract. Purchaser will be in default, and Seller may

(a) enforce specific performance, seek such other relief as may be provided by law, or both, or

(b) terminate this contract and receive the earnest money as liquidated damages, thereby releasing both parties from this contract. If, due to factors beyond Seller's control, Seller fails within the time allowed to make any non-casualty repairs or deliver the Commitment, or survey, if required of Seller, Purchaser may (a) extend the time for performance up to 15 days and the Closing Date will be extended as necessary or (b) terminate this contract as the sole remedy and receive the earnest money. If Seller fails to comply with this contract for any other reason, Seller will be in default and Purchaser may (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this contract and receive the earnest money, thereby releasing both parties from this contract.

16.  MEDIATION: Any dispute between Seller and Purchaser related to this contract which is not resolved through informal discussion  [check one:] _____ will _____ will not be submitted to a mutually acceptable mediation service or provider. The parties to the mediation shall bear the mediation costs equally. This paragraph does not preclude a party from

seeking equitable relief from a court of competent jurisdiction.

17.  ATTORNEY'S FEES: The prevailing party in any legal proceeding related to this contract is entitled to recover reasonable attorney's fees and all costs of such proceeding incurred by the prevailing party.

18.  ESCROW: The escrow agent is not (a) a party to this contract and does not have liability for the performance or nonperformance of any party to this contract, (b) liable for interest on the earnest money and © liable for the loss of any earnest money caused by the failure of any financial institution in which the earnest money has been deposited unless the financial institution is acting as escrow agent. At closing, the earnest money must be applied first to any cash down payment, then to Purchaser's Expenses and any excess refunded to Purchaser. If both parties make written demand for the earnest money, escrow agent may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from all parties. If one party makes written demand for the earnest money, escrow

agent shall give notice of the demand by providing to the other party a copy of the demand. If escrow agent does not receive written objection to the demand from the other party within 30 days after notice to the other party, escrow agent may disburse the earnest money to the party making demand reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors. If escrow agent complies with the provisions of this paragraph, each party hereby releases escrow agent from all adverse claims related to the disbursal of the earnest money. Escrow agent's notice to the other party will be effective when deposited in the U. S. Mail, postage prepaid, certified mail, return receipt requested, addressed to the other party at such party's address shown below. Notice of objection to the demand will be deemed effective upon receipt by escrow agent.

19.  REPRESENTATIONS: Seller represents that as of the Closing Date (a) there will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing payment of any loans assumed by Purchaser and (b) assumed loans will not be in default. If any representation of Seller in this contract is untrue on the Closing Date, Purchaser may terminate this contract and the earnest money will be refunded to Purchaser.

20.  FEDERAL TAX REQUIREMENTS: If Seller is a "foreign person," as defined by applicable law, or if Seller fails to deliver an affidavit to Purchaser that Seller is not a "foreign person," then Purchaser shall withhold from the sales proceeds an amount sufficient to comply with applicable tax law and deliver the same to the Internal Revenue Service together with appropriate tax forms. Internal Revenue Service regulations require filing written reports if currency in excess of specified amounts is received in the transaction.

Seller’s Initials                                         Buyer’s Initials JT

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21.  NOTICES: All notices from one party to the other must be in writing and are effective when mailed to, hand-delivered at, or transmitted by facsimile as follows:

To Purchaser at:	To Seller at:
CORONUS ENERGY CORP. 1100-1200 WEST 73RD AVE. VANCOUVER, BC V6P6G5 Telephone: (604) 267-7078 Facsimile: (604) 267-7080	DONNA LACHMAN 2855 OTIS COURT WHEAT RIDGE, CO 80214 (303) 238-6235

22.  AGREEMENT OF PARTIES: This contract contains the entire agreement of the parties and cannot be changed except by their written agreement. Addenda which are a part of this contract are (check all applicable boxes):

_____	Third Party Financing Condition Addendum
_____	Seller Financing Addendum
_____	Loan Assumption Addendum
_____	Addendum for Property Subject to Mandatory Membership in an Owners' Association
_____	Addendum for Unimproved Property Located in a Certificated Service Area of a Utility Service Provider
_____	Addendum for Sale of Other Property by Purchaser
_____	Addendum for "Back-Up" Contract
_____	Environmental Assessment, Threatened or Endangered Species and Wetlands Addendum
_____	Addendum for Coastal Area Property
_____	Addendum for Property Located Seaward of the Gulf Intra coastal Waterway
_____	Addendum for Release of Liability on Assumption of FHA, VA or Conventional Loan Restoration of Seller's
Entitlement for VA Guaranteed Loan
_____	Other (list):

SETTLEMENT AND OTHER EXPENSES ADDENDUM

23.  TERMINATION OPTION: This paragraph will be a part of this contract ONLY if both blanks are filled in and Purchaser has paid the Option Fee. Purchaser has paid Seller $__________ (Option Fee) for the unrestricted right to terminate this contract by giving notice of termination to Seller within _____ days after the effective date of this contract. If Purchaser gives notice of termination within the time specified, the Option Fee will not be refunded, however, any earnest money will be refunded to Purchaser. The Option Fee  [check one:] _____ will _____ will not  be credited to the Sales Price at closing. For the purposes of this paragraph, time is of the essence; strict compliance with the time for performance stated herein is required.

24.  CONSULT AN ATTORNEY: Real estate licensees cannot give legal advice. READ THIS CONTRACT CAREFULLY. If you do not understand the effect of this contract, consult an attorney BEFORE signing.

Purchaser's Attorney is:	Seller's Attorney is:
N/A	DARYL L. BINKLEY, ESQ.
	77-564 COUNTRY CLUB DRIVE, SUITE 246
	PALM DESERT  CA 92211
Telephone:	Telephone: (760) 862-1100
Facsimile:	Facsimile: (760) 862-1106

Seller’s Initials                                            Buyer’s Initials JT

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EXECUTED  the  13TH  day of  NOVEMBER, 2012 (EFFECTIVE  DATE).

JEFF THACHUCK	SADAKO HAYASHIDA
Coronus Solar Inc., Purchaser	Seller
	DONNA LACKMAN
	Seller
	MARILYNN HIKIJI
	Hayashida Children and Grandchildren Family Partnership, RLLP
	Seller
	KODY KODAMA
	Seller

SELLER’S RECEIPT:

Receipt of $__________ (Option Fee) in the form of _______________ is acknowledged.

Seller Date

Seller’s Initials _____ Buyer’s Initials JT

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SETTLEMENT AND  OTHER EXPENSES ADDENDUM

TO CONTRACT CONCERNING THE PROPERTY AT:

160 ACRES OF VACANT LAND (APN: 0620-021-01). TWENTYNINE PALMS, SAN BERNARDINO COUNTY, CALIFORNIA

The following expenses must  be paid at or prior to closing:

Expenses payable by Seller (Seller's Expenses):

Releases of existing liens,including prepayment penalties  and recording fees; release of Seller's loan liability; and other expenses payable  by Seller under this contract.

Expenses payable by Purchaser (Purchaser's  Expenses):

Preparation of deed; escrow fee; recording fees; Cal Firpta Processing fee;all costs for inspections and reports, including, but not limited to, a natural hazard zone disclosure report; owner's title insurance policy; County transfer tax; $1,000 in Seller legal fees payable to Daryl L. Binkley, Esq.; and other  expenses payable by Purchaser under this contract.

PURCHASER:
November 13, 2012	JEFF THACHUCK
Date	[purchaser’s signature above/printed name below]
	CORONUS ENERGY CORP.
SELLER:
Date	[seller’s signature above/printed name below]
	[seller’s signature above/printed name below]

Seller’s Initials                                      Buyer’s Initials JT

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EX-10.111

Exhibit 10.111

                                           Phoenix Biological Consulting, LLC

Providing proactive biological solutions throughout southern California

PO Box 720949, Pinon Hills, CA 92372-0949; (949) 887 0859 cell (760) 249-5463 fax

Biological Habitat Assessment Proposals

Date:           November 24, 2012

Client:   Mr. Jeff Thachuck

Coronus Energy Corp.

#1100-1200 West 73rd Avenue

Vancouver, BC Canada V6P 6G5

Phoenix Job Name(s): BIO-COR-12.01

Services to be provided: Phoenix Biological Consulting (Phoenix; consultant) will provide biological consulting services for Coronus Energy Corp (Client) for several project sites listed on page 2-3:

Services will include, but not limited to, the following: Biological Habitat Assessment Scope of Work

1)    Biological Habitat Assessment & Report

A)           Field work will consist of a comprehensive habitat assessment for any sensitive species knownto occur within the project vicinity which may include, but not limited to, the following: DesertTortoises and/or their sign, all Burrowing Owls and/or their sign, Mohave Ground Squirrel, nesting birds, amphibians, fish, rare plants and any other special status species. The project site will also be assessed for jurisdictional drainages to determine if they are present. Vegetation mapping of will also be conducted during the site visit. All vegetation types will be recorded and delineated in the report on aerial/topographic figures. The UTM coordinates of any sensitive species encountered shall be uploaded into an Excel file, plotted on an aerial photo and incorporated into a final report.

B)           Prepare a biological habitat assessment technical report for submittal to the city and/or countyplanning department to satisfy the initial biological studies component of the California EnvironmentalQuality Act (CEQA). The final report will include, but not limited to: executive summary, description of site, biological resources encountered, an aerial photograph and topographic map with plotted resources, vegetation types, drainages and general overview, photographs of site, soil classification, a detailed analysis of the results of a California Natural Diversity Database Search (CNDDB) and any further mitigation or focused survey recommendations.

If applicable, consultant shall also complete a CNDDB form for each special status species encountered on or adjacent to the project site and submit these to the California Department of Fish and Game.

Cost Estimate:

Project Name		MW/ac		AHJ		Lot Size (acres)		APN		Site Address		Biological Habitat Assessment Cost Estimate (Field Effort and Report)
Adelanto West		4.5		City of Adelanto [San Bernardino County]		40		3129-251-13- 0000		TBD Cassia Rd & Richardson Rd. Adelanto, CA		$4,800
Apple Valley East		3.0		San Bernardino County		24		0438-212-01- 0000 0438-212-02- 0000		10501 Central Rd. Apple Valley, CA 92308		$4,500
Phelan South		3.0		San Bernardino County		20 (project area) 40 (property)		3066-561-14- 0000		TBD Nielson Rd & Campanula Rd. Phelan, CA		$4,500
Yucca Valley East		4.5		San Bernardino County		20 (project area) 34 (property)		0588-131-74- 0000		60097 Alta Loma Tr. Joshua Tree, CA 92252		$4,500
	Joshua Tree East		7.5		San Bernardino County		56		0608-161-20- 0000 0608-161-21- 0000 0608-161-22- 0000		6350 Mt. Shasta Ave. Joshua Tree, CA 92252		$4,800
	29-Palms North		4.5		San Bernardino County		33 (project area) 160 (property)		0620-021-01- 0000 (adjacent to 29-Palms West)		4502 Mesquite Springs Rd. Twentynine Palms, CA 92277		$4,700
	29-Palms Morongo		3.0		San Bernardino		24		0620-223-04, -05, -06		Morongo Rd & Valle Vista Rd Twentynine Palms, CA		$4,700
	Total Cost:												$32,500
	Biological Services ($115/hr, $100 per diem, $0.55 mileage)

Terms & Condition of Payment:  Phoenix requires half of the total contract value prior to initiating the field effort.  Half of the contract value is: $16,250. This amount is due prior to initiating the field work and should be payable to Phoenix Biological Consulting. The second half of the contract value ($16,250) will be due within thirty (30) business days after receipt of final report for all seven sites listed above.  An invoice will be included with the final reports. A late fee of $250 will be charged if payment is not received within thirty (30) business days after receipt of final report and invoice. This proposal is good for up to three weeks from the date submitted. The consultant reserves the right to cancel this proposal if an executed copy has not been received within three weeks from the date submitted. Any legal fees incurred by the consultant in an attempt to recover expenses associated with this contract will be paid in full by the client. By signing this contract, client and consultant agree to these terms and conditions.

A            The total cost for performing the Scope of Services will be $32,500 (the “Services Fee”). This ServicesFee includes all services with details as noted on above Scope of Services.  The total cost is presentedas a fixed contract. Any additional services beyond what is stated in this contract must be approved in writing by both parties.

B.           The Consultant shall perform the Scope of Services in compliance with the standards set forth for apre-construction biological survey. Consultant shall also perform any and all Scope of Services work inaccordance with all applicable law in the State of California.

C.           The liability of Client shall be limited to the direct costs related to the Scope of Services and fixed feesthat are specifically set forth in this agreement.

D.            Indemnification:

Either party shall indemnify and hold harmless the other party and all of its personnel from and againstany and all claims, damages, losses and expenses (including reasonable attorney’s fees), arising out ofor resulting from the performance of the services, provided that any such claim, damage, loss or expense is caused in whole or in part by the negligent act, omission, and/or strict liability of the other party, anyone directly employed by that party (except if a party to this agreement) , or any entity or person for whose actions that party may be liable for.

E.           Termination of Services; Term:

This agreement will take effect on the effective date and will continue for a period of forty-five 45days, unless earlier terminated. Either party may terminate this agreement (a) for any reason upon notless than ten (10) days’ prior written notice to the other party, or (b) immediately upon delivery of written notice if the other party is in material breach of this agreement and the breach either (i) is incapable of being cured or (ii) if capable of being cured, remains uncured for fifteen (15) days after the non-breaching party delivers written notice of the breach to the breaching party. In the event of termination, the Client shall pay the Consultant for all services rendered to the date of termination, and all reimbursable and preapproved expenses.

F.           Independent Contractor Status:

Consultant will provide the services in its role as an independent contractor to Client. Nothing in thisagreement will be deemed to place the parties in a relationship of partners, joint ventures, principaland agent, or employer and employee. Consultant will be solely responsible for all federal, state and local taxes due on all compensation paid to Consultant under this agreement and Consultant will indemnify or hold Client free and harmless from any liability resulting from either party’s failure to pay or remit such taxes. Neither Consultant nor any officer, director, employee, agent or representative of Consultant is authorized to represent Client or its affiliates in an agency capacity, bind Client or its affiliates to any written or oral contract, make any representations on behalf of Client or its affiliates,

or otherwise act  on Client's or its affiliates' behalf, except as expressly provided in a Scope of Services.

G.            Confidentiality:

In the performance of this agreement, Consultant may have or be given access to ConfidentialInformation (as defined below) of Client and its affiliates, the disclosure of which would causesubstantial or irreparable harm to Client. Consultant will not at any time or in any manner, directly or indirectly, without Client's prior written consent: (a) use any Confidential Information except as necessary to perform its obligations under this agreement; (b) divulge, disclose or communicate in any manner any confidential Information to any third party; or (c) reproduce any Confidential Information in any manner. Consultant will exercise the highest degree of care in safeguarding any Confidential Information against loss, theft, or inadvertent disclosure. Consultant acknowledges that Client may be irreparably harmed by a breach of this Section G and Client is entitled to seek specific performance, including seeking issuance of  a temporary restraining order and/or preliminary injunction enforcing this agreement, and to all other remedies provided for by applicable law. Violation of this Section will constitute a material breach of this agreement. This agreement shall survive termination of any discussions between the parties, the return or destruction of Confidential Information or any termination of any other agreement, whether in effect prior to or after the date of this agreement. “Confidential Information” means all of Client's and its affiliates’ Confidential Information, including (i) any information related to Client's interest in a project or a location contemplated by the work product or the services, (ii) the existence of this agreement, or the fact that Consultant did perform or is performing services for Client; (iii) business and marketing plans and strategies; (iv) ideas for research and development; (v) financial data; and (vi) trade secrets and know-how. The obligations imposed by this Section 11 will not apply with respect to (a) any disclosure required by law, regulation or judicial process, provided that consultant will give Client reasonable advance notice of the required disclosure and Consultant will cooperate with Client in limiting such disclosure and in obtaining protective orders where appropriate; or (b) information that is in the public domain, provided it did not enter the public domain as a result of Consultant's breach of this agreement. The terms of this agreement shall also constitute Confidential Information as set forth herein. Parties shall cause their personnel or agents who perform services or other actions pertaining to this agreement to comply with this paragraph.

H.           This agreement shall not merge with, or be terminated or superseded by any future agreementbetween the parties unless such agreement specifically so provides.

I.           INSURANCE:

Subcontractor and its subcontractors and suppliers of all tiers shall maintain the following insurance for the duration of this Agreement, unless specified longer, in a company or companies admitted to issue insurance in all of the states where any of the work is being performed and where any waste is transported or deposited, with a Best’s rating of not less than A:VII and acceptable to Contractor and Owner.

Required insurance coverage shall follow the schedule attached hereto as Exhibit 1.

A)           Subcontractor shall be obligated to provide evidence of the following:

i.           Written notice of cancellation, termination or any reduction in coverage shall be delivered toContractor thirty (30) days in advance of the date thereof. Ten (10) days notice of cancellationshall be delivered for non-payment of premium.

ii.           The insurers waive all rights of subrogation against Contractor and Owner.

iii.           Deductibles shall not exceed $50,000 and shall be the responsibility of Subcontractor.

B)           Prior to the start of any Work, Subcontractor shall furnish Contractor with endorsements andCertificates of Insurance from insurers showing all insurance required hereunder is in full force andeffect during the entire term of this Agreement.

Authorized Signatures of Acceptance to Proposal:

Phoenix Biological Consulting	Date	Coronus Energy Corp	Date
(Consultant)		(Client)
RYAN YOUNG	November 24, 2012	JEFF THACHUCK	November 24, 2012
Ryan Young, Principal		Authorized Representative

This Page Is

Intentionally Left Blank

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

Exhibit 1

This checklist outlines the insurance requirements for vendors/subcontractors of Belectric, Inc.  Please provide a certificate of insurance as proof of coverage to:

Belectric, Inc.	Attn:	Diane Padilla
8076 Central Avenue	Phone:	510-896-3358
Newark, CA 94560	Fax:	510-896-3949
	Email:	diane.padilla@belectric-usa.com

DATE:  November 25, 2012 _ VENDOR/SUBCONTRACTOR:                                                                                                            Phoenix Biological Consulting                                                      

PROJECT # AND DESCRIPTION: Adelanto West, Apple Valley East, Phelan South, Yucca Valley East, Joshua Tree East, 29 Palms North, 29 Palms Morongo.

GENERAL	Yes	No
Insured box complete with subcontractor information (1)
Certificate Holder complete as outlined in contract requirements (2)
Project name and number correct  (3)

GENERAL LIABILITY	Yes	No
Policy number and period current (4)
Occurrence Form (5)
Each Occurrence Limit of $1,000,000 (6)
Personal & Advertising Injury Limit of $1,000,000 (7)
General Aggregate Limit of $1,000,000 (8)
Products / Completed Operations Aggregate Limit of $1,000,000 (9)
Additional Insured Endorsement naming certificate holder as an Additional Insured (CG 20 10 11 85 Form or Equivalent) – See Sample Endorsement
Primary and Non-Contributory Endorsement in favor of certificate holder – See Sample Endorsement
Waiver of Subrogation Endorsement in favor of certificate holder – See Sample Endorsement
Per Project and Per Location General Aggregate boxes checked (10)

AUTOMOBILE LIABILITY	Yes	No
Policy number and period current (11)
Automobile Liability:  Any Auto (12)
Combined Single Limit of $1,000,000 (13)
Additional Insured Endorsements naming certificate holder as an Additional Insured – See Sample Endorsement
Waiver of Subrogation Endorsement in favor of certificate holder – See Sample Endorsement

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

WORKERS COMPENSATIN WORKERS COMPENSATION	Yes	No
Policy number and period current (14)
WC Statutory Limits box checked (15)
Employers Liability Limits of $1,000,000 Each Accident, $1,000,000 Disease Each Employee, and $1,000,000 Disease Policy Limit (16)
Waiver of subrogation endorsement in favor of certificate holder – See Sample Endorsement

UMBRELLA LIABILITY	Yes	No
Policy number and period current (17)
Occurrence Form (18)
Each Occurrence Limit $1,000,000 / Aggregate Limit $1,000,000 (19)

PROFESSIONAL LIABILITY	Yes	No
Policy number and period current (20)
Each Occurrence Limit $1,000,000 / Aggregate Limit $1,000,000 (21)

                                                                           SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

___________________________________________________________________________________________________________________________________________

[ACORD LOGO]                                                                           CERTIFICATE OF LIABILITY INSURANCEDate (MM/DD/YYYY)

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFER NO RIGHTS UPON THE CERTIFICATE HOLDER.  THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.  THIS CERTIFICATE OF INSURANCE DOES NOTE CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.

Important: If the certificate holder is an Additional Insured the policy(ies) must be endorsed.  If Subrogation is waived subject to the terms and conditions of the policy certain policies may required an endorsement.  A statement of this certificate does not confer rights to the  certificate holder in lieu of such endorsement(s).

PRODUCER:

Barney & Barney LLC

Contact Name:

CA Insurance Lic:0C03950

Phone (A/C No. Ext):                                                                      FAX (A/C No.)

9171 Towne Centre Drive, Suite 500

E-Mail Address:

San Diego, Ca 92122

Insured Affording Coverage

NAIC #

858-457-3414

INSURED A: ABC INSURANCE COMPANY

INSURED:

SUBCONTRACTOR/VENDOR NAME Address City, State Zip

INSURED B: XYZ INSURANCE COMPANY

INSURED C: ZZZ INSURANCE COMPANY

INSURED D:

INSURED E:

INSURED F:

Coverages

Certificate Number:

MST Number:

Revision Number:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.  NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.  THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

Insur Ltr

Type of Insurance

Addl Insur

Issuer WVD

Policy Number

Policy Eff (MM/DD/YY)

Policy Exp (MM/DD/YY)

Limits

A

General Liability

x

x

123456789

xx/xx/xxxx -(4)-

xx/xx/xxxx

Each Occurrence

(6)                           1,000,000

x

Commercial General Liability

Damage To Rented Premises (Each occurrence)

50,000

Claims-Made

x

Occur

Med Exp (Auto one person)

5,000

(5)

Personal & Adv Injury

(7)                           1,000,000

General Aggregate

(8)                           2,000,000

Genl Aggregate Limit Applies Per:

Products Comp or Agg

(9)                           2,000,000

Policy

x

Project

x

Loc

A (12)

Automobile Liability                     (10)

x

x

123456789

xx/xx/xxxx -(11)-

xx/xx/xxxx

Combined Single Limit (if a accident)

(13)                         1,000,000

x

Any Auto

Bodily Injury (per person)

All Owned

Scheduled

Bodily Accident (per accident)

Hired Autos

Non-Owned

Property Damage (per accident

A

x

Umbrella Liab

x

Occur (18)

123456789

xx/xx/xxxx -(17)-

xx/xx/xxxx

Each Occurrence

(19),                         1,000,000

Excess Liab

Claims

Aggregate

1,000,000

Made

B

Workers Compensation and Employers’ Liability Any proprietor, partnership Executive officer member excluded (Mandatory in NH) If yes, describe under Description of Operations below:

Y/N [ ]

N/A

X

123456789

xx/xx/xxxx -(14)-

(15) xx/xx/xxxx

WC State Tory Limits

Other

(16)                          1,000,000

E.L. Each Accident

1,000,000

E.L Disease - Ea Employee

1,000,000

E. L. Disease - Policy Limited

C

Professional Liab

123456789

xx/xx/xxxx -(20)-

xx/xx/xxxx

Each Occurrence                           (21)

(21)                            2,000,000

Aggregate

2,000,000

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ATTACHED ACORD 161, ADDITIONAL REMARKS SCHEDULE, IF MORE SPACE IS REQUIRED) RE: PROJECT NAME & NUMBER (3)  CERTIFICATE HOLDER IS ADDITIONAL INSURED ON GENERAL LIABILITY AND AUTOMOBILE LIABILITY PER THE ATTACHED ENDORSEMENTS. GENERAL LIABILITY COVERAGE IS PRIMARY AND NON-CONTRIBUTORY PER THE ATTACHED ENDORSEMENT.  WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY, AUTOMOBILE LIABILITY, AND WORKERS COMPENSATION PER THE ATTACHED ENDORSEMENTS.

CERTIFICATE HOLDER

CANCELLATION

(2) Belectric, Inc. 8076 Central Avenue Newark, CA 94560

Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.

AUTHORIZED REPRESENTATIVE

                                                                                     SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

INSURED:	POLICY#:
COMPANY:	POLICY PERIOD:                                           TO
	EFFECTIVE DATE:

COMMERCIAL GENERAL LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B)

This endorsement modifies insurance provided  Under the following:

COMMERCIAL GENERAL LIABILITY  COVERAGB PART

SCHEDULE

Name of Person or Organization:

PRIMARY INSURANCE: Such insurance as is afforded by the General Liability policy is  primary insurance and no other insurance of the additional insured shall be called upon to contributed to a loss.

(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

WHO IS INSURED (Section II is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you

                                                                           SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

POLICY NUMBER:	COMMERCIAL GENERAL LIABILITY
	CG 24 04 10 93

THIS ENDORSEMENT CHANGES THE POLICY.  PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE

Name of Person or Organization:

(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

The 'TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIOSN) is amended by the addition of the following:

We waive any right of recovery we may have against  the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work: done under a contract with that person or organization and included in the "products completed operations hazard"/  This waiver applies only to the person or organization shown in the Schedule above

CG 24 04 10 93  Copyright, Insurance Service Office, Inc., 1992                                                                                                                               Page 1 or 1

                                                                            SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

INSURED:	POLICY#:
COMPANY:	POLICY PERIOD:                   TO
	EFFECTIVE DATE:

---REPRINTED FROM THE FORMS LIBRARY---

THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.

CA 71 35 12 93

ADDITIONAL INSURED

This endorsement modifies insurance provided  under the following:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

TRUCKERS COVERAGE FORM

With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement,

Endorsement effect
Name Insured	Countersigned by

Schedule:

Name of Person or Organization:

Address:

Premium: $

(If no entry appears above information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

A.           Under LIABILITY COVERAGE WHO IS AN INSURED is changed to include as an insured theperson(s) ororganization(s) shown in the Schedule, but only with respect to "bodily injury" or "propertydamage" resulting fromthe acts or omissions of:

1.           You:

2.           Any or your employees or agents:

3.           Any person, except the additional insured or any employee or agent of the additional insured, operating a covered"auto" with the permission of any of the above.

B.           The insurance afforded by the endorsement does not apply:

1.           To "bodily injury" or "property damage" arising out of the sole negligence of the person(s) ororganization(s)shown in the Schedule

                                                                           SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

Waiver of Transfer of Rights of Recovery Against Others to Us

___________________________________________________________________________________

Policy No.     Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End Agency No. Add.. Prem. Return Prem.

This endorsement is issued by the company named in the Declarations. It changes the policy on the effective date listed above at the hour stated in the Declarations.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured:

Address (Including ZJP code):

This endorsement modifies insurance provided under the:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

TRUCKERS COVERAGE FORM

SCHEDULE

Name of Person(s) of Organizations(s),

We waive any right of recovery we may have against the designated person or organization shown in theschedule because of payments we make for injury or damage caused  by an "accident" or "loss" resulting from the ownership, maintenance, or use of a covered "auto" for which  a Waiver of Subrogation is required in conjunction with work performed by you for the designated person or organization.   The waiver applies only to the designated person or organization shown n the schedule.

Countersigned By                                ____________________________________________                                                                                                Date: __________________

Authorized Representative

U-CA-320-B CW (4/94)

SAMPLE DOCUMENT

WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY

WC 00 03 13

(Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS  ENDORSEMENT

We have the right to recover our payments from anyone liable for an injury covered by this policy.  We will not enforce our right against the person or organization name in the Schedule (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement with us.)

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule

This endorsement changes this policy to which it is attached and is effective on the date issued unless otherwise state.  (This information below is required only when this endorsement is issued subsequent to preparation of the policy.)

Endorsement Effective:	Policy No.	Endorsement No.
Insured:
Insurance Company:		Premium: $
	Countersigned by:

WC 80 03 13 (Ed. 4-84)

EX-10.112

Exhibit 10.112

                                           Phoenix Biological Consulting, LLC

Providing proactive biological solutions throughout southern California

PO Box 720949, Pinon Hills, CA 92372-0949; (949) 887 0859 cell (760) 249-5463 fax

Cultural Resources Assessment Proposal

Date:     November 24, 2012

Client:   Mr. Jeff Thachuck

Coronus Energy Corp.

#1100-1200 West 73rd Avenue

Vancouver, BC Canada V6P 6G5

Phoenix Job Name(s): CUL-COR-12.01

Services to be provided: Phoenix Biological Consulting (Phoenix; consultant) will provide preliminary cultural resource assessment consulting services for Coronus Energy Corp (Client) for seven project sites listed on page 2-3:

Services will include, but not limited to, the following: Cultural Resource Assessment Scope of Work:

Background: State law, as set forth in the California Environmental Quality Act (CEQA) §21083.2(a) and §15064.5, requires that a cultural resources evaluation of the project area be completed before construction work can proceed. In compliance with CEQA, the archaeologist will perform a records/literature review of cultural resources known to exist on or near the seven project areas, as well as an archaeological field survey to identify any previously unrecorded cultural resources that may exist there.  The  cultural  evaluation  would  also  be  conducted  in  compliance  with  Section  5024.1  of  the California Public Resources Code (PRC). The Phase I pedestrian survey would determine the project’s potential effects on significant prehistoric and historical cultural resources. Any resource greater than 50 years in age would be documented, photographed, and recorded on California Department of Parks and Recreation (DPR) forms. Specific tasks include the following:

Task 1: Cultural Records Search. A cultural records search is proposed to first identify existing documentation of both historical and pre-historical resources throughout the seven proposed project areas.  This  information  will  be  obtained  from  the  Archaeological  Information  Center  at  the  San Bernardino County Museum. A one-mile buffer around the project site will be included in the records search.

Task 2: Phase I Survey. A Phase I pedestrian survey is proposed for the project impact areas, in order to both identify the existence of prior records and search for (and record) undocumented cultural resources. Survey transects will traverse the entire proposed project areas and not exceed 20 meters in width.

Task 3: Report. A final technical report adhering to professional standards will be developed for each of the seven sites. The reports will include an introduction, location and environmental setting, cultural background (prehistoric, Ethnohistory, and historic), methodology, research design, cultural resources records search results, survey results, and conclusions and recommendations.

If applicable, consultant shall also complete a CNDDB form for each special status species encountered on or adjacent to the project site and submit these to the California Department of Fish and Game.

Cost Estimate:

Project Name	MW/ac	AHJ	Lot Size (acres)	APN	Site Address	Cultural Resources Assessment Cost Estimate (Field Effort and Report)
Adelanto West	4.5	City of Adelanto [San Bernardino County]	40	3129-251-13- 0000	TBD Cassia Rd & Richardson Rd. Adelanto, CA	$3,800
Apple Valley East	3.0	San Bernardino County	24	0438-212-01- 0000 0438-212-02- 0000	10501 Central Rd. Apple Valley, CA 92308	$3,500
Phelan South	3.0	San Bernardino County	20 (project area) 40 (property)	3066-561-14- 0000	TBD Nielson Rd & Campanula Rd. Phelan, CA	$3,500
Yucca Valley East	4.5	San Bernardino County	20 (project area) 34 (property)	0588-131-74- 0000	60097 Alta Loma Tr. Joshua Tree, CA 92252	$3,500

Joshua Tree East	7.5	San Bernardino County	56	0608-161-20- 0000 0608-161-21- 0000 0608-161-22- 0000	6350 Mt. Shasta Ave. Joshua Tree, CA 92252	$3,600
29-Palms North	4.5	San Bernardino County	33 (project area) 160 (property)	0620-021-01- 0000 (adjacent to 29-Palms West)	4502 Mesquite Springs Rd. Twentynine Palms, CA 92277	$3,500
29-Palms Morongo	3.0	San Bernardino	24	0620-223-04, -05, -06	Morongo Rd & Valle Vista Rd Twentynine Palms, CA	$3,500
Total Cost:						$24,900
Cultural Resource Assessment Services ($115/hr, $100 per diem, $0.55 mileage)

Terms & Condition of Payment:  Phoenix requires half of the total contract value prior to initiating the field effort.  Half of the contract value is: $12,450. This amount is due prior to initiating the field work and should be payable to Phoenix Biological Consulting. The second half of the contract value ($12,450) will be due within thirty (30) business days after receipt of final report for all seven sites listed above.  An invoice will be included with the final reports. A late fee of $250 will be charged if payment is not received within thirty (30) business days after receipt of final report and invoice. This proposal is good for up to three weeks from the date submitted. The consultant reserves the right to cancel this proposal if an executed copy has not been received within three weeks from the date submitted. Any legal fees incurred by the consultant in an attempt to recover expenses associated with this contract will be paid in full by the client. By signing this contract, client and consultant agree to these terms and conditions.

A.            The total cost for performing the Scope of Services will be $24,900 (the “Services Fee”). This                                                                                                                                                     Services Fee includes all services with details as noted on above Scope of Services. The totalcost is presented as a fixed contract. Any additional services beyond what is stated in thiscontract must be approved in writing by both parties.

4

B.           The Consultant shall perform the Scope of Services in compliance with the standards set forthfor a pre-construction biological survey. Consultant shall also perform any and all Scope ofServices work in accordance with all applicable law in the State of California.

C.           The liability of Client shall be limited to the direct costs related to the Scope of Services and                                                                                                                                                     fixed fees that are specifically set forth in this agreement.

D.            Indemnification:

Either party shall indemnify and hold harmless the other party and all of its personnel from                                                                                                                                                     and against any and all claims, damages, losses and expenses (including reasonableattorney’s fees), arising out of or resulting from the performance of the services, providedthat any such claim, damage, loss or expense is caused in whole or in part by the negligent act, omission, and/or strict liability of the other party, anyone directly employed by that party (except if a party to this agreement ), or any entity or person for whose actions that party may be liable for.

E.           Termination of Services; Term:

This agreement will take effect on the effective date and will continue for a period of forty-                                                                                                                                                     five 45 days, unless earlier terminated. Either party may terminate this agreement (a) for anyreason upon not less than ten (10) days’ prior written notice to the other party, or (b)immediately upon delivery of written notice if the other party is in material breach of this agreement and the breach either (i) is incapable of being cured or (ii) if capable of being cured, remains uncured for fifteen (15) days after the non-breaching party delivers written notice of the breach to the breaching party. In the event of termination, the Client shall pay the Consultant for all services rendered to the date of termination, and all reimbursable and preapproved expenses.

F.           Independent Contractor Status:

Consultant will provide the services in its role as an independent contractor to Client. Nothingin this agreement will be deemed to place the parties in a relationship of partners, jointventures, principal and agent, or employer and employee. Consultant will be solelyresponsible for all federal, state and local taxes due on all compensation paid to Consultant under this agreement and Consultant will indemnify or hold Client free and harmless from any liability resulting from either party’s failure to pay or remit such taxes. Neither Consultant nor any officer, director, employee, agent or representative of Consultant is authorized to represent Client or its affiliates in an agency capacity, bind Client or its affiliates to any written or oral contract, make any representations on behalf of Client or its affiliates, or otherwise act on Client's or its affiliates' behalf, except as expressly provided in a Scope of Services.

G.           Confidentiality:

In the performance of this agreement, Consultant may have or be given access to                                                                                                                                          Confidential Information (as defined below) of Client and its affiliates, the disclosure of whichwould cause substantial or irreparable harm to Client. Consultant will not at any time or inany manner, directly or indirectly, without Client's prior written consent: (a) use any Confidential Information except as necessary to perform its obligations under this agreement; (b) divulge, disclose or communicate in any manner any Confidential Information to any third party; or (c) reproduce any Confidential Information in any manner. Consultant will exercise the highest degree of care in safeguarding any Confidential Information against loss, theft, or inadvertent disclosure. Consultant acknowledges that Client may be irreparably harmed by a breach of this Section G and Client is entitled to seek specific performance, including seeking issuance of a temporary restraining order and/or preliminary injunction enforcing this agreement, and to all other remedies provided for by applicable law. Violation of this Section will constitute a material breach of this agreement. This agreement shall survive termination of any discussions between the parties, the return or destruction of Confidential Information or any termination of any other agreement, whether in effect prior to or after the date of this agreement. “Confidential Information” means all of Client's and its affiliates’ Confidential Information, including (i) any information related to Client's interest in a project or a location contemplated by the work product or the services, (ii) the existence of this agreement, or the fact that Consultant did perform or is performing services for Client; (iii) business and marketing plans and strategies; (iv) ideas for research and development; (v) financial data; and (vi) trade secrets and know-how. The obligations imposed by this Section 11 will not apply with respect to (a) any disclosure required by law, regulation or judicial process, provided that Consultant will give Client reasonable advance notice of the required disclosure and Consultant will cooperate with Client in limiting such disclosure and in obtaining protective orders where appropriate; or (b) information that is in the public domain, provided it did not enter the public domain as a result of Consultant's breach of this agreement. The terms of this agreement shall also constitute Confidential Information as set

forth herein. Parties shall cause their personnel or agents who perform services or other actionspertaining to this agreement to comply with this paragraph.

H.           This agreement shall not merge with, or be terminated or superseded by any future agreementbetween the parties unless such agreement specifically so provides.

I.           INSURANCE:

Subcontractor and its subcontractors and suppliers of all tiers shall maintain the following insurancefor the duration of this Agreement, unless specified longer, in a company or companies admitted toissue insurance in all of the states where any of the work is being performed and where any waste is transported or deposited, with a Best’s rating of not less than A:VII and acceptable to Contractor and Owner.

Required insurance coverage shall follow the schedule attached hereto as Exhibit 1.

A)           Subcontractor shall be obligated to provide evidence of the following:

i.           Written notice of cancellation, termination or any reduction in coverage shall be delivered toContractor thirty (30) days in advance of the date thereof. Ten (10) days notice of cancellationshall be delivered for non-payment of premium.

ii.           The insurers waive all rights of subrogation against Contractor and Owner.

iii.           Deductibles shall not exceed $50,000 and shall be the responsibility of Subcontractor.

B)           Prior to the start of any Work, Subcontractor shall furnish Contractor with endorsements andCertificates of Insurance from insurers showing all insurance required hereunder is in full force andeffect during the entire term of this Agreement.

Authorized Signatures of Acceptance to Proposal:

Phoenix Biological Consulting	Date	Coronus Energy Corp	Date
(Consultant)		(Client)
RYAN YOUNG	November 24, 2012	JEFF THACHUCK	November 24, 2012
Ryan Young, Principal		Authorized Representative

4

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Intentionally Left Blank

4

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

Exhibit 1

This checklist outlines the insurance requirements for vendors/subcontractors of Belectric, Inc.  Please provide a certificate of insurance as proof of coverage to:

Belectric, Inc.	Attn:	Diane Padilla
8076 Central Avenue	Phone:	510-896-3358
Newark, CA 94560	Fax:	510-896-3949
	Email:	diane.padilla@belectric-usa.com

DATE:  November 25, 2012 _ VENDOR/SUBCONTRACTOR:                                                                                                            Phoenix Biological Consulting                                                      

PROJECT # AND DESCRIPTION: Adelanto West, Apple Valley East, Phelan South, Yucca Valley East, Joshua Tree East, 29 Palms North, 29 Palms Morongo.

GENERAL	Yes	No
Insured box complete with subcontractor information (1)
Certificate Holder complete as outlined in contract requirements (2)
Project name and number correct  (3)

GENERAL LIABILITY	Yes	No
Policy number and period current (4)
Occurrence Form (5)
Each Occurrence Limit of $1,000,000 (6)
Personal & Advertising Injury Limit of $1,000,000 (7)
General Aggregate Limit of $1,000,000 (8)
Products / Completed Operations Aggregate Limit of $1,000,000 (9)
Additional Insured Endorsement naming certificate holder as an Additional Insured (CG 20 10 11 85 Form or Equivalent) – See Sample Endorsement
Primary and Non-Contributory Endorsement in favor of certificate holder – See Sample Endorsement
Waiver of Subrogation Endorsement in favor of certificate holder – See Sample Endorsement
Per Project and Per Location General Aggregate boxes checked (10)

AUTOMOBILE LIABILITY	Yes	No
Policy number and period current (11)
Automobile Liability:  Any Auto (12)
Combined Single Limit of $1,000,000 (13)
Additional Insured Endorsements naming certificate holder as an Additional Insured – See Sample Endorsement
Waiver of Subrogation Endorsement in favor of certificate holder – See Sample Endorsement

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

Workers Compensation WORKERS COMPENSATION	Yes	No
Policy number and period current (14)
WC Statutory Limits box checked (15)
Employers Liability Limits of $1,000,000 Each Accident, $1,000,000 Disease Each Employee, and $1,000,000 Disease Policy Limit (16)
Waiver of subrogation endorsement in favor of certificate holder – See Sample Endorsement

UMBRELLA LIABILITY	Yes	No
Policy number and period current (17)
Occurrence Form (18)
Each Occurrence Limit $1,000,000 / Aggregate Limit $1,000,000 (19)

PROFESSIONAL LIABILITY	Yes	No
Policy number and period current (20)
Each Occurrence Limit $1,000,000 / Aggregate Limit $1,000,000 (21)

4

                                                                           SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

___________________________________________________________________________________________________________________________________________

[ACORD LOGO]                                                     CERTIFICATE OF LIABILITY INSURANCE

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFER NO RIGHTS UPON THE CERTIFICATE HOLDER.  THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.  THIS CERTIFICATE OF INSURANCE DOES NOTE CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S) AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER.

Important: If the certificate holder is an Additional Insured the policy(ies) must be endorsed.  If Subrogation is waived subject to the terms and conditions of the policy certain policies may required an endorsement.  A statement of this certificate does not confer rights to the  certificate holder in lieu of such endorsement(s).

PRODUCER:

Barney & Barney LLC

Contact Name:

CA Insurance Lic:0C03950

Phone (A/C No. Ext):                                                                      FAX (A/C No.)

9171 Towne Centre Drive, Suite 500

E-Mail Address:

San Diego, Ca 92122

Insured Affording Coverage

NAIC #

858-457-3414

INSURED A: ABC INSURANCE COMPANY

INSURED:

SUBCONTRACTOR/VENDOR NAME Address City, State Zip

INSURED B: XYZ INSURANCE COMPANY

INSURED C: ZZZ INSURANCE COMPANY

INSURED D:

INSURED E:

INSURED F:

Coverages

Certificate Number:

MST Number:

Revision Number:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.  NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.  THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

Insur Ltr

Type of Insurance

Addl Insur

Issuer WVD

Policy Number

Policy Eff (MM/DD/YY)

Policy Exp (MM/DD/YY)

Limits

A

General Liability

x

x

123456789

xx/xx/xxxx -(4)-

xx/xx/xxxx

Each Occurrence

(6)                           1,000,000

x

Commercial General Liability

Damage To Rented Premises (Each occurrence)

50,000

Claims-Made

x

Occur

Med Exp (Auto one person)

5,000

(5)

Personal & Adv Injury

(7)                           1,000,000

General Aggregate

(8)                           2,000,000

Genl Aggregate Limit Applies Per:

Products Comp or Agg

(9)                           2,000,000

Policy

x

Project

x

Loc

A (12)

Automobile Liability                     (10)

x

x

123456789

xx/xx/xxxx -(11)-

xx/xx/xxxx

Combined Single Limit (if a accident)

(13)                         1,000,000

x

Any Auto

Bodily Injury (per person)

All Owned

Scheduled

Bodily Accident (per accident)

Hired Autos

Non-Owned

Property Damage (per accident

A

x

Umbrella Liab

x

Occur (18)

123456789

xx/xx/xxxx -(17)-

xx/xx/xxxx

Each Occurrence

(19),                         1,000,000

Excess Liab

Claims

Aggregate

1,000,000

Made

B

Workers Compensation and Employers’ Liability Any proprietor, partnership Executive officer member excluded (Mandatory in NH) If yes, describe under Description of Operations below:

Y/N [ ]

N/A

X

123456789

xx/xx/xxxx -(14)-

(15) xx/xx/xxxx

WC State Tory Limits

Other

(16)                          1,000,000

E.L. Each Accident

1,000,000

E.L Disease - Ea Employee

1,000,000

E. L. Disease - Policy Limited

C

Professional Liab

123456789

xx/xx/xxxx -(20)-

xx/xx/xxxx

Each Occurrence                           (21)

(21)                            2,000,000

Aggregate

2,000,000

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ATTACHED ACORD 161, ADDITIONAL REMARKS SCHEDULE, IF MORE SPACE IS REQUIRED) RE: PROJECT NAME & NUMBER (3)  CERTIFICATE HOLDER IS ADDITIONAL INSURED ON GENERAL LIABILITY AND AUTOMOBILE LIABILITY PER THE ATTACHED ENDORSEMENTS. GENERAL LIABILITY COVERAGE IS PRIMARY AND NON-CONTRIBUTORY PER THE ATTACHED ENDORSEMENT.  WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY, AUTOMOBILE LIABILITY, AND WORKERS COMPENSATION PER THE ATTACHED ENDORSEMENTS.

CERTIFICATE HOLDER

CANCELLATION

(2) Belectric, Inc. 8076 Central Avenue Newark, CA 94560

Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.

AUTHORIZED REPRESENTATIVE

4

                                                                                     SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

INSURED:	POLICY#:
COMPANY:	POLICY PERIOD:                                           TO
	EFFECTIVE DATE:

COMMERCIAL GENERAL LIABILITY

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY

ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B)

This endorsement modifies insurance provided  Under the following:

COMMERCIAL GENERAL LIABILITY  COVERAGB PART

SCHEDULE

Name of Person or Organization:

PRIMARY INSURANCE: Such insurance as is afforded by the General Liability policy is  primary insurance and no other insurance of the additional insured shall be called upon to contributed to a loss.

(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

WHO IS INSURED (Section II is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you

4

                                                                           SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

POLICY NUMBER:	COMMERCIAL GENERAL LIABILITY
	CG 24 04 10 93

THIS ENDORSEMENT CHANGES THE POLICY.  PLEASE READ IT CAREFULLY.

WAIVER OF TRANSFER OF RIGHTS OF RECOVERY

AGAINST OTHERS TO US

This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE

Name of Person or Organization:

(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

The 'TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV - COMMERCIAL GENERAL LIABILITY CONDITIOSN) is amended by the addition of the following:

We waive any right of recovery we may have against  the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work: done under a contract with that person or organization and included in the "products completed operations hazard"/  This waiver applies only to the person or organization shown in the Schedule above

CG 24 04 10 93  Copyright, Insurance Service Office, Inc., 1992                                                                                                                               Page 1 or 1

4

                                                                            SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

INSURED:	POLICY#:
COMPANY:	POLICY PERIOD:                   TO
	EFFECTIVE DATE:

---REPRINTED FROM THE FORMS LIBRARY---

THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.

CA 71 35 12 93

ADDITIONAL INSURED

This endorsement modifies insurance provided  under the following:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

TRUCKERS COVERAGE FORM

With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement,

Endorsement effect
Name Insured	Countersigned by

Schedule:

Name of Person or Organization:

Address:

Premium: $

(If no entry appears above information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.)

A.           Under LIABILITY COVERAGE WHO IS AN INSURED is changed to include as an insured theperson(s) ororganization(s) shown in the Schedule, but only with respect to "bodily injury" or "propertydamage" resulting fromthe acts or omissions of:

1.           You:

2.           Any or your employees or agents:

3.           Any person, except the additional insured or any employee or agent of the additional insured, operating a covered"auto" with the permission of any of the above.

B.           The insurance afforded by the endorsement does not apply:

1.           To "bodily injury" or "property damage" arising out of the sole negligence of the person(s) ororganization(s)shown in the Schedule

4

                                                                           SAMPLE DOCUMENT

Master Services Agreement for Professional Services and/or Drilling Services

Exhibit 1 - Insurance Requirements

______________________________________________________________________________________

Waiver of Transfer of Rights of Recovery Against Others to Us

___________________________________________________________________________________

Policy No.     Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End Agency No. Add.. Prem. Return Prem.

This endorsement is issued by the company named in the Declarations. It changes the policy on the effective date listed above at the hour stated in the Declarations.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Named Insured:

Address (Including ZJP code):

This endorsement modifies insurance provided under the:

BUSINESS AUTO COVERAGE FORM

GARAGE COVERAGE FORM

MOTOR CARRIER COVERAGE FORM

TRUCKERS COVERAGE FORM

SCHEDULE

Name of Person(s) of Organizations(s),

We waive any right of recovery we may have against the designated person or organization shown in theschedule because of payments we make for injury or damage caused  by an "accident" or "loss" resulting from the ownership, maintenance, or use of a covered "auto" for which  a Waiver of Subrogation is required in conjunction with work performed by you for the designated person or organization.   The waiver applies only to the designated person or organization shown n the schedule.

Countersigned By                                ____________________________________________                                                                                                Date: __________________

Authorized Representative

U-CA-320-B CW (4/94)

SAMPLE DOCUMENT

WORKERS' COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY

WC 00 03 13

(Ed. 4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS  ENDORSEMENT

We have the right to recover our payments from anyone liable for an injury covered by this policy.  We will not enforce our right against the person or organization name in the Schedule (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement with us.)

This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule.

Schedule

This endorsement changes this policy to which it is attached and is effective on the date issued unless otherwise state.  (This information below is required only when this endorsement is issued subsequent to preparation of the policy.)

Endorsement Effective:	Policy No.	Endorsement No.
Insured:
Insurance Company:		Premium: $
	Countersigned by:

WC 80 03 13 (Ed. 4-84)

EX-10.113

Exhibit 10.113

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Joshua Tree East 1 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Joshua Tree East 1 LLC

6350 Mount Shasta Ave

Joshua Tree, CA 92252

3-039 2774-98 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

Phone:                      (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus Joshua Tree East 1 LLC Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS JOSHUA TREE EAST 1 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Nov. 27, 2012	Date:	12 – 7 - 2012

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus Joshua Tree East 1 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in Joshua Tree, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.114

Exhibit 10.114

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Joshua Tree East 2 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Joshua Tree East 2 LLC

6350 Mount Shasta Ave. #2

Joshua Tree, CA 92252

3-039 2775-20 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

Phone:                      (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus Joshua Tree East 2 LLC Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS JOSHUA TREE EAST 2 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Nov. 27, 2012	Date:	12 – 7 - 2012

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus Joshua Tree East 2 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in Joshua Tree, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

•l

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.115

Exhibit 10.115

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Joshua Tree East 3 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Joshua Tree East 3 LLC

6350 Mount Shasta Ave., #3

Joshua Tree, CA

92252

3-039 2775-31 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

Phone:                      (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus Joshua Tree East 3 LLC

Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS JOSHUA TREE EAST 3 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Nov. 27, 2012	Date:	12 – 7 - 2012

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus Joshua Tree EAST 3 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in Joshua Tree, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.116

Exhibit 10.113

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Joshua Tree East 4 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Joshua Tree East 4 LLC

6350 Mount Shasta Ave., #4

Joshua Tree, CA 92252

3-039 5076-47 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013.

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

Phone:        (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus Joshua Tree East 4 LLC

Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS JOSHUA TREE EAST 4 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Nov. 27, 2012	Date:	12 – 7 - 2012

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus Joshua Tree East 4 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in Joshua Tree, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 4 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.117

Exhibit 10.117

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Joshua Tree East 5 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Joshua Tree East 5 LLC

6350 Mount Shasta Ave., #5

Joshua Tree, CA 92252

3-039-5076-57 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

Phone:                      (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus Joshua Tree East 5 LLC Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS JOSHUA TREE EAST 5 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Nov. 27, 2012	Date:	12 – 7 - 2012

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus Joshua Tree East 5 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in Joshua Tree, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS JOSHUA TREE EAST 5 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.118

Exhibit 10.118

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Apple Valley East 1 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Apple Valley East 1 LLC

10501 Central Road

Apple Valley, CA 92252

3-039 5461-04 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

Phone:         (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus Apple Valley East 1 LLC

Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS APPLE VALLEY EAST 1 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Dec. 25 2012	Date:	12 – 7 - 2012

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus APPLE VALLEY East 1 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in APPLE VALLEY, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

•

l

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS APPLE VALLEY EAST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.119

Exhibit 10.119

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Adelanto West 1 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Adelanto West 1 LLC

8970 Cassia Road

Adelanto, CA 92301

3-039-6326-99 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

Phone:                      (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus ADELANTO WEST 1 LLC Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS ADELANTO WEST 1 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Jan. 7, 2013	Date:	January 15, 2013

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus ADELANTO WEST 1 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in Joshua Tree, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 1 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.120

Exhibit 10.120

REAL ESTATE PURCHASE CONTRACT (UNIMPROVED PROPERTY)

STATE OF CALIFORNIA

COUNTY OF SAN BERNARDINO

1.           PARTIES: AN NHIEN DAI NGUYEN & ANTHONY NGUYEN (Seller) agrees to sell and convey to CORONUS ENERGY CORP. (Purchaser), and Purchaser agrees to buy from Seller the Property described below.

2.           PROPERTY: Lot _____ Block _____ “14.78 ACRES OF VACANT LAND (APN 0438-212.02)” Addition, City of __________, SAN BERNARDINO County, State of  CALIFORNIA, known as ____________________ (address/zip code), or as described on attached exhibit together with all rights, privileges and appurtenances pertaining thereto, including but not limited to: water rights, claims, permits, strips and gores, easements, and cooperative or association memberships (the "Property").

3. SALES PRICE:

A. Cash portion of Sales Price payable by Purchaser at closing $ 100,000.00

B. Sum of all financing described below $ 200,000.00

C. Sales Price (Sum of A and B) $ 300.000.00

4.           FINANCING:  The portion of Sales Price not payable in cash will be paid as follows: [Check applicable items below.]

_____ A. THIRD PARTY FINANCING: One or more third party mortgage loans in the total amount of $__________ . If the Property does not satisfy the lenders' underwriting requirements for the loan(s).  this contract will terminate and the earnest money will be refunded to Purchaser.   {Check one item only:]

_____ (1) This contract is subject to Purchaser being approved for the financing described in the attached Third Party Financing Condition Addendum.

_____ (2) This contract is not subject to Purchaser being approved for financing.

_____ B. ASSUMPTION: The assumption of the unpaid principal balance of one or more promissory notes described in the attached Loan Assumption Addendum.

_____ C. SELLER FINANCING: A promissory note from Purchaser to Seller of $200,000 bearing 0 ($NIL)%  interest per annum, secured by [choose the appropriate instrument authorized within the state:] _______________ mortgage, or x     vendor's and deed of trust liens, and containing the terms and conditions described in the attached Seller Financing Addendum. If an owner policy of title insurance is furnished. Purchaser shall furnish Seller with a mortgagee policy of title insurance.

5.           EARNEST MONEY:  Upon execution of this contract by both parties, Purchaser shall deposit $1,000 as earnest money with  CENTRAL ESCROW, as escrow agent, at 22632 GOLDEN SPRINGS DR, #300, DIAMOND BAR, CA 91165 (address). Purchaser shall deposit additional earnest money of $__________  with escrow agent within _____ days after the effective date of this contract. If Purchaser fails to deposit the earnest money as required by this contract, Purchaser will be in default.

6. TITLE POLICY AND SURVEY:

A.  TITLE POLICY: Seller shall furnish to Purchaser at [check one:] _____ Seller's    x    Purchaser's expense anowner policy of title insurance (Title Policy) issued by: T.D.  (Title Company) in the amount of the Sales Price, dated at or after closing, insuring Purchaser against loss under the provisions

Seller’s Initials AN, AN Buyer’s Initials JT

- 1 -

of the Title Policy, subject to the promulgated exclusions (including existing building and zoning ordinances) and the following exceptions:

(1) Restrictive covenants common to the platted subdivision in which the Property is located.

(2) The standard printed exception for standby fees, taxes and assessments.

(3) Liens created as part of the financing described in Paragraph 4.

(4) Utility easements created by the dedication deed or plat of the subdivision in which the Property is located.

(5) Reservations or exceptions otherwise permitted by this contract or as may be approved by Purchaser in writing.

(6) The standard printed exception as to marital rights.

(7) The standard printed exception as to waters. tidelands, beaches, streams, and related matters.

(8) The standard printed exception as to discrepancies, conflicts, shortages in area or boundary lines, encroachments or

protrusions, or overlapping improvements.  Purchaser, at Purchaser's expense, may have the exception amended to read. "shortages in area".

B. COMMITMENT: Within 20 days after the Title Company receives a copy of this contract, Seller shall furnish to Purchaser a commitment for title insurance (Commitment) and, at Purchaser's expense, legible copies of restrictive covenants and documents evidencing exceptions in the Commitment (Exception Documents) other than the standard printed exceptions. Seller authorizes the Title Company to mail or hand deliver the Commitment and Exception.

Documents to Purchaser at Purchaser's address shown in Paragraph 21. If the Commitment and Exception Documents are not delivered to Purchaser within the specified time, the time for delivery will be automatically extended up to 15 days or the Closing Date, whichever is earlier.

C. SURVEY: The survey must be made by a registered professional land surveyor acceptable to the Title Company and any lender. (Check one box only:)

_____ (1) Within _____ days after the effective date of this contract, Seller, at Seller's expense, shall furnish a new survey to Purchaser.

 _____ (2) Within _____ days after the effective date of this contract, Purchaser, at Purchaser's expense, shall obtain a new survey.

_____ (3) Within _____ days after the effective date of this contract, Seller shall furnish Seller's existing survey of the Property to Purchaser and the Title Company, along with Seller's affidavit acceptable to the Title Company for approval of the survey. If the survey is not approved by the Title Company or Purchaser's lender, a new survey will be obtained at [check one:] _____ Seller's _____ Purchaser's expense no later than 3 days prior to the Closing Date.

_____ (4) No survey is required.

D. OBJECTIONS: Within    7    days after Purchaser receives the Commitment, Exception Documents and the survey, Purchaser may object in writing to (I) defects, exceptions, or encumbrances to title; disclosed on the survey other than items 6A(1) through (7) above; disclosed in the Commitment other than items 6A(1) through (8) above; (ii) any

portion of the Property lying in the 100 year flood plain as shown on the current Federal Emergency Management Agency

map; or (iii) any exceptions which prohibit the following use or activity:

N/A______________________________________________________________________________________________________________________________________________________________________________

_________________________________________________________________________________________________________________________________________________________________________________

Purchaser's failure to object within the time allowed will constitute a waiver of Purchaser's right to object; except that the requirements in Schedule C of the Commitment are not waived. Seller shall cure the timely objections of Purchaser or any third party lender within 15 days after Seller receives the objections and the Closing Date will be extended as necessary.

If objections are not cured within such 15 day period, this contract will terminate and the earnest money will be refunded to Purchaser unless Purchaser waives the objections.

E. TITLE NOTICES:

(1) ABSTRACT OR TITLE POLICY: Broker advises Purchaser to have an abstract of title covering the Property examined by an attorney of Purchaser's selection, or Purchaser should be furnished with or obtain a Title Policy. If a Title Policy is furnished, the Commitment should be promptly reviewed by an attorney of Purchaser's choice due to the time limitations on Purchaser's right to object.

Seller’s Initials AN, AN Buyer’s Initials JT

- 2 -

(2) MANDATORY OWNERS' ASSOCIATION MEMBERSHIP:  The Property [check one:] _____ is    x    is not subject to mandatory membership in an owners' association.   If the Property is subject to mandatory membership in an owners' association, Seller notifies Purchaser that, as a purchaser of property in the residential community in which the Property is located, you are obligated to be a member of the owners' association.  Restrictive covenants governing the use and occupancy of the Property and a dedicatory instrument governing the establishment,  maintenance, and operation of this residential community have been or will be recorded in the Real  Property Records of the county in which the Property is located. Copies of the restrictive covenants and dedicatory instrument may be obtained from the county clerk. You are obligated to pay assessments to the owners' association. The amount of the assessments is subject to change. Your failure to pay the assessments could result in a lien on and the foreclosure of the Property.

(3) STATUTORY TAX DISTRICTS: If the Property is situated In a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, the state may require Seller to deliver and Purchaser to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fee of the district  pr10r to final execution of this contract.

(4) TIDE WATERS: If the Property abuts the tidally influenced waters of the state, the state may require a notice regarding coastal area property to be included in the contract. An addendum containing the notice promulgated by the state or required by the parties must be used. (Consult with an attorney if you are unclear on this requirement.)

(5) ANNEXATION: If the Property is located outside the limits of a municipality, Seller notifies Purchaser that the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality's extraterritorial jurisdiction or is likely to be located within a municipality's extraterritorial jurisdiction, contact all municipalities located in the general proximity of the

Property for further information.

(6) UNIMPROVED PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER: If the Property is located in a certificated service area of a utility service provider and the Property does not receive water or sewer service from the utility service provider on the date the Property is transferred, the state may require a notice regarding the cost of providing water or sewer services to the Property. An addendum containing the notice promulgated by the state or required by the parties must be used.

(7) AGRICULTURAL DEVELOPMENT DISTRICT: The Property [check one:] _____ is    x     is not located in a agricultural development district.

7.  PROPERTY CONDITION:

A INSPECTIONS, ACCESS AND UTILITIES: Purchaser may have the Property inspected by inspectors selected by Purchaser and licensed by the state or otherwise permitted by law to make inspections. Seller shall permit Purchaser and Purchaser's agents access to the Property at reasonable times. Seller shall pay for turning on existing utilities. NOTICE: Purchaser should determine the availability of utilities to the Property suitable to satisfy Purchaser's needs.

B. ACCEPTANCE OF PROPERTY CONDITION: Purchaser accepts the Property in its present condition; provided Seller. at Seller's expense, shall complete the following: N/A_____________________________________________

_________________________________________________________________________________________________________________________________________________________________________________

C. COMPLETION OF REPAIRS: Unless otherwise agreed in writing, Seller shall complete all agreed repairs prior to the Closing Date. All required permits must be obtained, and repairs must be performed by persons who are licensed or otherwise permitted by law to provide such repairs. At Purchaser's election, any transferable warranties received by Seller with respect to the repairs will be transferred to Purchaser at Purchaser's expense.  If Seller falls to complete any agreed repairs prior to the Closing Date, Purchaser may do so and receive reimbursement from Seller at closing. The Closing Date will be extended up to 15 days, if necessary, to complete repairs,

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D. ENVIRONMENTAL MATTERS:  Purchaser is advised that the presence of wetlands, toxic substances, including asbestos and wastes or other environmental hazards, or the presence of a threatened or endangered species or its habitat may affect Purchaser's intended use of the Property. If Purchaser is concerned about these matters, an addendum promulgated by the state or required by the parties should be used.

E. SELLER'S DISCLOSURES: Except as otherwise disclosed in this contract, Seller has no knowledge of the following:

(1) any flooding of the Property which has had a material adverse effect on the use of the property;

(2) any pending or threatened litigation. condemnation, or special assessment affecting the Property;

(3) any environmental hazards or conditions which materially affect the Property;

(4) any dump site, landfill, or underground tanks or containers now or previously located on the Property;

(5) any wetlands, as defined by federal or state law or regulation, affecting the Property; or

(6) any threatened or endangered species or their habitat affecting the Property.

8.           BROKERS' FEES: All obligations of the parties for payment of brokers' fees are contained in separate written agreements.

9. CLOSING:

A. The closing of the sale will be on or before  DECEMBER 31, 2012, or within 7 days after objections to matters disclosed in the Commitment or by the survey have been cured, whichever date is later (Closing Date). If either party fails to close the sale by the Closing Date. the non-defaulting party may exercise the remedies contained in Paragraph 15.

B. At closing:

(1) Seller shall execute and deliver a general warranty deed conveying title to the Property to Purchaser and showing no additional exceptions to those permitted in Paragraph 6 and furnish tax statements or certificates showing no delinquent taxes on the Property.                                                                    

(2) Purchaser shall pay the Sales Price in good funds acceptable to the escrow agent.

(3) Seller and Purchaser shall execute and deliver any notices, statements. certificates, affidavits, releases, loan documents and other documents required of them by this contract. the Commitment or law necessary for the closing of the sale and the issuance of the Title Policy.

C. Unless expressly prohibited by written agreement, Seller may continue to show the Property and receive, negotiate and accept back up offers.

D. All covenants. representations and warranties in this contract survive closing.

10. POSSESSION: Seller shall deliver possession of the Property to Purchaser upon closing and funding.

11.           SPECIAL PROVISIONS: (Insert only factual statements and business details applicable to the sale.  State regulations may prohibit licensees from adding factual statements or business details for which a contract addendum or other form has  been promulgated by the state for mandatory use.)

GENERAL WARRANTY DEED MEANS GRANT DEED.

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12.SETTLEMENT AND OTHER EXPENSES:

A. The following expenses must be paid at or prior to closing:

(1) Expenses payable by Seller (Seller's Expenses):

(a) Releases of existing liens, including prepayment penalties and recording fees; release of Seller's loan liability; tax statements or certificates; preparation of deed; one-half of escrow fee; and other expenses payable by Seller under this contract.

(b) Seller shall also pay an amount not to exceed  $N/A  to be applied to Purchaser's Expenses.

(2) Expenses payable by Purchaser (Purchaser's Expenses):

(a) Loan origination, discount. buy-down, and commitment fees {loan Fees).

(b) Appraisal fees; loan application fees: credit reports; preparation of loan documents; interest on the notes from date of disbursement to one month prior to dates of first monthly payments; recording fees; copies of easements and restrictions; mortgagee title policy with endorsements required by lender; loan-related inspection fees; photos, amortization schedules, one-half of escrow fee; transfer fees for cooperative or association membership for utility services; all prepaid items, including required premiums for flood and hazard insurance, reserve deposits for insurance, ad valorem taxes and special governmental assessments; final compliance inspection; courier fee, repair inspection, underwriting fee and wire transfer, expenses incident to any loan, and other expenses payable by Purchaser under this contract

B. Purchaser shall pay Private Mortgage Insurance Premium (PMI), VA Loan Funding Fee, or FHA Mortgage Insurance

Premium (MIP) as required by the lender.

C. If any expense exceeds an amount expressly stated in this contract for such expense to be paid by a party, that party may terminate this contract unless the other party agrees to pay such excess. Purchaser may not pay charges and fees expressly prohibited by FHA, VA, state-coordinated veteran's housing assistance programs or other governmental loan program regulations.

13. PRORATIONS AND ROLLBACK TAXES:

A.  PRORATIONS: Taxes for the current year, interest, maintenance fees, assessments, dues and rents will be prorated through the Closing Date. If taxes for the current year vary from the amount prorated at closing, the parties shall adjust the prorations when tax statements for the current year are available. If taxes are not paid at or prior to closing, Purchaser

shall pay taxes for the current year.

B. ROLLBACK TAXES: If this sale or Purchaser's use of the Property after closing results in the assessment of additional taxes. penalties or interest (Assessments) for periods prior to closing, the Assessments will be the obligation of

Purchaser. If Seller's change in use of the Property prior to closing or denial of a special use valuation on the Property claimed by Seller results in Assessments for periods prior to closing, the Assessments will be the obligation of Seller. Obligations imposed by this paragraph will survive closing.

14.           CASUALTY LOSS:  If any part of the Property is damaged or destroyed by fire or other casualty after the effective date of this contract, Seller shall restore the Property to its previous condition as soon as reasonably possible, but in any event by the Closing Date. If Seller fails to do so due to factors beyond Seller's control, Purchaser may (a) terminate this contract and the earnest money will be refunded to Purchaser {b) extend the time for performance up to 15 days and the Closing Date will be extended as necessary or © accept the Property in its damaged condition with an assignment of insurance proceeds and receive credit from Seller at closing in the amount of the deductible under the insurance policy. Seller's obligations under this paragraph are independent of any obligations of Seller under Paragraph 7.

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15. DEFAULT: If Purchaser fails to comply with this contract, Purchaser will be in default, and Seller may

(a) enforce specific performance, seek such other relief as may be provided by law, or both, or

(b) terminate this contract and receive the earnest money as liquidated damages, thereby releasing both parties from this contract. If, due to factors beyond Seller's control, Seller fails within the time allowed to make any non-casualty repairs or deliver the Commitment, or survey, if required of Seller, Purchaser may (a) extend the time for performance up to 15 days and the Closing Date will be extended as necessary or (b} terminate this contract as the sole remedy and receive the earnest money. If Seller fails to comply with this contract for any other reason, Seller will be in default and Purchaser may  (a) enforce specific performance, seek such other relief as may be provided by law, or both, or (b) terminate this contract and receive the earnest money, thereby releasing both parties from this contract.

16.           MEDIATION:  Any dispute between Seller and Purchaser related to this contract which is not resolved through informal discussion [check one: ]      x     will _____will not be submitted to a mutually acceptable mediation service or provider. The parties to the mediation shall bear the mediation costs equally. This paragraph does not preclude a party from seeking equitable relief from a court of competent jurisdiction.

17.           ATTORNEY'S FEES: The prevailing party in any legal proceeding related to this contract is entitled to recover reasonable attorney's fees and all costs of such proceeding incurred by the prevailing party.

18.           ESCROW:  The escrow agent is not (a) a party to this contract and does not have liability for the performance or nonperformance of any party to this contract, (b) liable for interest on the earnest money and © liable for the loss of any earnest money caused by the failure of any financial institution in which the earnest money has been deposited unless the financial institution is acting as escrow agent. At closing, the earnest money must be applied first to any cash down payment, then to Purchaser's Expenses and any excess refunded to Purchaser. If both parties make written demand for the earnest money, escrow agent may require payment of unpaid expenses incurred on behalf of the parties and a written release of liability of escrow agent from all parties.  If one party makes written demand for the earnest money, escrow agent shall give notice of the demand by providing to the other party a copy of the demand. If escrow agent does not receive written objection to the demand from the other party within 30 days after notice to the other party, escrow agent may disburse the earnest money to the party making demand reduced by the amount of unpaid expenses incurred on behalf of the party receiving the earnest money and escrow agent may pay the same to the creditors. If escrow agent complies with the provisions of this paragraph, each party hereby releases escrow agent from all adverse claims related to the disbursal of the earnest money. Escrow agent's notice to the other party will be effective when deposited in the U. S. Mail, postage prepaid, certified mail, return receipt requested, addressed to the other party at such party's address shown below. Notice of objection to the demand will be deemed effective upon receipt by escrow agent.

19.           REPRESENTATIONS:  Seller represents that as of the Closing Date (a) there will be no liens, assessments, or security interests against the Property which will not be satisfied out of the sales proceeds unless securing payment of any loans assumed by Purchaser and (b) assumed loans will not be in default If any representation of Seller in this contract is untrue on the Closing Date, Purchaser may terminate this contract and the earnest money will be refunded to Purchaser.

20.            FEDERAL TAX REQUIREMENTS:  If Seller is a "foreign person," as defined by applicable law, or if Seller fails to deliver an affidavit to Purchaser that Seller is not a "foreign person," then Purchaser shall withhold from the sales proceeds an amount sufficient to comply with applicable tax law and deliver the same to the Internal Revenue Service together with appropriate tax forms. Internal Revenue Service regulations require filing written reports if currency in excess of specified amounts is received in the transaction.

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21.           NOTICES:  All notices from one party to the other must be in writing and are effective when mailed to, hand-delivered at, or transmitted by facsimile as follows:

To Purchaser at:                                To Seller at:

CORONUS ENERGY CORP. 1100 - 1200 WEST 73RD AVE.  VANCOUVER,  BC  V6P 6G5	AN NHIEN DAI NGUYEN 7921 GLENCOE AVE., APT #A  HUNTINGTON BEACH, CA  92647
Telephone: (604) 267-7078 Facsimile:   (604) 267-7080	Telephone: (714) 848-1829 Facsimile:

22.           AGREEMENT OF PARTIES:  This contract contains the entire agreement of the parties and cannot be changed except by their written agreement. Addenda which are a part of this contract are (check all applicable boxes):

_____	Third Party Financing Condition Addendum
_____	Seller Financing Addendum
_____	Loan Assumption Addendum
_____	Addendum for Property Subject to Mandatory Membership in an Owners' Association
_____	Addendum for Unimproved Property Located in a Certificated Service Area of a Utility Service Provider
_____	Addendum for Sale of Other Property by Purchaser
_____	Addendum for "Back-Up" Contract
_____	Environmental Assessment, Threatened or Endangered Species and Wetlands Addendum
_____	Addendum for Coastal Area Property
_____	Addendum for Property Located Seaward of the Gulf Intra coastal Waterway
_____	Addendum for Release of Liability on Assumption of FHA, VA or Conventional Loan Restoration of Seller's
Entitlement for VA Guaranteed Loan
_____	Other (list):

23.           TERMINATION OPTION:  This paragraph will be a part of this contract ONLY if both blanks are filled in and  Purchaser has paid the Option Fee.  Purchaser has paid Seller $__________ (Option Fee) fur the unrestricted right to terminate this contract by giving notice of termination to Seller within ___________ days after the effective date of this contract. If Purchaser gives notice of termination within the time specified, the Option Fee will not be refunded. however, any earnest money will be refunded to Purchaser. The Option Fee [check one:]_____ will ______ will not be credited to the Sales Price at closing. For the purposes of this paragraph, time is of the essence; strict compliance with the time for performance stated herein is required.

24. CONSULT AN ATTORNEY: Real estate licensees cannot give legal advice. READ THIS CONTRACT CAREFULLY. If you do not understand the ef1ect of this contract, consult an attorney BEFORE signing.

Purchaser's Attorney is:	Seller's Attorney is:
Telephone:	Telephone:
Facsimile:	Facsimile:

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EXECUTED  the 5TH  day of DECEMBER, 2012 (EFFECTIVE  DATE).

JEFF THACHUCK	AN NHIEN NGUIEN
Coronus Solar Inc., Purchaser	Seller
	ANTHONY B. NGUYEN
	Seller

SELLER’S RECEIPT:

Receipt of $__________ (Option Fee) in the form of _______________ is acknowledged.

Seller Date

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Note:  This addendum is only necessary if the parties have checked the option in Paragraph 4(C) above.

SELLER FINANCING ADDENDUM

TO CONTRACT CONCERNING THE PROPERTY AT:

"14.78 ACRES OF VACANT LAND (APN 0438-212-02)”

(Address of Property)

A.  CREDIT DOCUMENTATION: Within _____ days after the effective date of this contract, Purchaser shall deliver to Seller: [check all applicable items:] _____ credit report _____ verification of employment, including salary ______ verification of funds on deposit in financial institutions _____ current financial statement  to establish Purchaser's creditworthiness.  Purchaser hereby authorizes any credit reporting agency to furnish to Seller at Purchaser's sole expense copies of Purchaser's credit reports.

B.  CREDIT APPROVAL: If Purchaser's documentation is not delivered within the specified time, Seller may terminate this contract by notice to Purchaser within 7 days after expiration of the time for delivery, and the earnest money will be paid to Seller; if the documentation is timely delivered, and Seller determines in Seller's sole discretion that Purchaser's credit is unacceptable, Seller may terminate this contract by notice Purchaser within 7 days after expiration of the time for delivery and the earnest money will be refunded to Purchaser. If Seller does not terminate this contract, Seller will be deemed to have accepted Purchaser's credit.

C.  PROMISSORY NOTE: The promissory note (Note) described in Paragraph 4 of this contract. payable by Purchaser to the order of Seller will be payable at the place designated by Seller.  Purchaser may prepay the Note in whole or in part at any time without penalty. Any prepayments are to be applied to the payment of the  installments of principal last maturing and interest will immediately cease on the prepaid principal. The Note will contain a provision for payment of a late fee of 5% of any installment not paid within 10 days of the due date. The Note will be payable as follows:

_____ (1) In one payment due MARCH 31, 2013after the date of the Note with interest payable [NO INTEREST PAYABLE],

_____ (2) In __________ installments of $_______________ [check all applicable items:] _______ including interest _____ plus interest beginning_____________ after the date of the Note and continuing at __________ intervals thereafter for __________ when the balance of the Note will be due and payable.

_____ (3) Interest only in __________ installments for the first __________ month(s) and thereafter in installments of $__________, (check all applicable items:) __________ including interest __________ plus interest beginning  __________ after the date of the Note and continuing at __________ intervals thereafter for when the balance of the Note will be due and payable.

D. SECURING INSTRUMENT:  [Choose the appropriate instrument authorized within the state:) A _____ mortgage, or  x deed of trust lien, will provide for the following:

(1) PROPERTY TRANSFERS: [check only one:]

_____ (a) Consent Not Required: The Property may be sold, conveyed or leased without the consent of Seller, provided any subsequent Purchaser assumes the Note.

x     (b) Consent Required: If all or any part of the Property is sold, conveyed, leased for a period longer than 3 years, leased with an option to purchase, or otherwise sold, without the prior written consent of Seller, Seller may declare the balance of the Note, to be immediately due and payable. The creation of a subordinate lien. any

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conveyance under threat or order of condemnation, any deed solely between Purchasers, the passage of title by reason of the death of a Purchaser or by operation of law will not entitle Seller to exercise the remedies provided in this paragraph.

(2) TAX AND INSURANCE ESCROW: [check only one:]

   x    (a) Escrow Not Required: Purchaser shall furnish Seller annually, before the taxes become delinquent, evidence that all taxes on the Property have been paid. Purchaser shall furnish Seller annually evidence of paid-up casualty insurance naming Seller as an additional loss payee.

_____ (b) Escrow Required: With each installment Purchaser shall deposit with Seller in escrow a pro rata part of t estimated annual ad valorem taxes and casualty insurance premiums for the Property. Purchaser shall pay any deficiency within 30 days after notice from Seller. Purchaser's failure to pay the deficiency constitutes a default under the securing instrument Purchaser is not required to deposit any escrow payments for taxes and insurance that are deposited with a superior lien holder. The casualty insurance must name Seller as an additional loss payee.

(3) PRIOR LIENS: Any default under any lien superior to the lien securing the Note constitutes default under the deed of trust securing the Note.

PURCHASER:
December 5, 2012	JEFF THACHUCK
Date	[purchaser’s signature above/printed name below]
	CORONUS ENERGY CORP.
SELLER:
	AN NHIEN DAI NGUYEN
Date	[seller’s signature above/printed name below]
	ANTHONY B. NGUYEN
	[seller’s signature above/printed name below]

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EX-10.121

Exhibit 10.121

GFID 5824

Coronus Energy Corp. - Coronus Apple Valley East 1, LLC

RULE 21 INDEPENDENT STUDY PROCESS STUDY AGREEMENT

THIS INDEPENDENT STUDY PROCESS STUDY AGREEMENT ("AGREEMENT") is made and entered into this ____ day of ________________, 2012 by and Coronus  Apple Valley East 1, LLC, a limited liability company organized and existing under the laws of the State of Delaware, a subsidiary of Coronus Energy Corp., ("Applicant,") and  Southern California Edison Company, a corporation existing under the laws of the State of California ("SCE" or "Distribution Provider"). Applicant and Distribution Provider each may be referred to as a "Party," or collectively as the "Parties."

RECITALS

WHEREAS, Distribution Provider, as a public utility in the State of California subject to the jurisdiction of the California Public Utilities Commission ("Commission"), provides non­ discriminatory  access to generating facilities wishing to interconnect to its Distribution System or Transmission System under the provisions of Rule 21 of its Tariffs; and

WHEREAS, Applicant is proposing to develop a Generating Facility or generating capacity addition to an existing Generating Facility consistent with the Interconnection Request submitted by Applicant dated October 12, 2011  ; and

WHEREAS, Applicant desires to interconnect the Generating Facility with the Distribution System or Transmission System pursuant to the Independent Study Process; and

WHEREAS, the Applicant has requested Distribution Provider to perform Interconnection Studies to assess the system impact of interconnecting the Generating Facility to the Distribution System, Transmission System and any Affected Systems and to specify and estimate the cost of the equipment, engineering, procurement and construction work needed on the Distribution Provider's electric system to physically and electrically connect the Generating Facility to the Distribution Provider's Distribution System or Transmission System in accordance with Good Utility Practice;

NOW, THEREFORE,  in consideration of and subject to the mutual covenants contained herein the Parties agree as follows:

1.0 When used in this Agreement, with initial capitalization, the terms specified shall have the meanings indicated in Distribution Provider's Rule 21.

2.0 Applicant elects and Distribution Provider shall cause to be performed Interconnection Studies consistent with Section F.3.d of Rule 21.

3.0 The scope of the Interconnection Studies shall be subject to the assumptions set forth in Attachments A and B to this Agreement.

4.0 The Interconnection Studies will be based upon the technical information provided by Applicant in the Interconnection Request, as may be modified as the result of the Scoping Meeting, subject to any modifications in accordance with Section F.3.d of Rule 21.  Any technical data supplied by Applicant is assumed to be complete and accurate.   Distribution Provider is not required to verify any information or data provided by Applicant as part of the Interconnection Studies. Distribution Provider reserves the right to request additional technical information from Applicant as may reasonably become necessary consistent with Good Utility Practice during the course of the Interconnection Studies.   Applicant shall provide the requested technical information to Distribution provider within 30 Calendar Days of a written request for such information.  Distribution Provider may suspend the Interconnection Studies until such information is provided and the due date for completion of the Interconnection Studies shall be adjusted to reflect the suspension period.  If Applicant modifies its designated Point of Interconnection, Interconnection Request, or the technical information provided therein is modified, the Interconnection Studies may be modified as specified in Rule 21.

5.0 The Interconnection Study report for each Interconnection Study shall provide the information specified in Rule 21.

6.0 Applicant  shall provide Interconnection Financial Security in accordance with Rule 21 Section  F.4, including Section  F.4.b which requires the Applicant  to provide the initial Interconnection Financial  Security on or before sixty (60) Calendar  Days after being provided  with the final Interconnection System  Impact Study report.

7.0 Unless the Parties agree to waive the Facilities Study  in accordance with Section F.3.d.vii of Rule 21, within (i) five (5) Business  Days following the results meeting, or (ii) within twenty-five (25) Business Days of the receipt of the final Interconnection System  Impact Study  report if no Interconnection System  Impact Study results meeting i s held, Applicant  shall submit the Facilities Study deposit, if required, and any data required  to Distribution Provider in accordance with Section  F.3.d.vi  of Rule 21.

8.0 Upon completion of the Interconnection Studies, Distribution  Provider  shall charge and Applicant shall pay the actual  costs of the Interconnection Studies pursuant  to Section  E.3.a of Rule 21.

9. 0 The Distribution Provider  may provide  copies of the Interconnection Studies results to the ISO, an Affected  System  Operator  and the Western  Electricity Coordinating Council.   Requests for review and input from any Affected System

Operators or the Western Electricity Coordinating Council may arrive at any time prior to interconnection.

10.0 Substantial portions of technical data and assumptions used to perform the Interconnection Studies, such as system conditions, existing and planned generation, and unit modeling, may change, other than changes described in Section 4, after the Distribution Provider provides the Interconnection Studies results to the Applicant.  Interconnection Studies results will reflect available data at the time the Distribution Provider provides the Interconnection Study reports to the Applicant.  If new data is provided after Distribution Provider has begun work on the Interconnection Studies, Distribution Provider is not responsible for updating the Interconnection Studies to reflect new information or a change in information used in the Interconnection Studies.  Distribution Provider may determine that a new study, or revision or reevaluation of the Interconnection Studies is required.  In that event, Applicant shall either enter into a separate agreement providing that it shall reimburse Distribution Provider  for the costs of such new or revised study or its Interconnection Request will be deemed withdrawn. The Distribution Provider shall not be responsible for any additional costs, including, without limitation, costs of new or additional facilities, system upgrades, or schedule changes, that may be required as a result of changes in such data and assumptions.

11.0 The Distribution Provider shall maintain records and accounts of all costs incurred in performing the Interconnection  Studies in sufficient detail to allow verification of all costs incurred, including associated overheads.  The Applicant shall have the right, upon reasonable notice, at the Distribution Provider's offices and at its own expense, to audit the Distribution Provider's records as necessary and as appropriate in order to verify costs incurred by the Distribution Provider. Any audit requested by the Applicant shall be completed, and written notice of any audit dispute provided to the Distribution Provider, within one hundred eighty (180) Calendar Days following receipt by the Applicant of the Distribution Provider's notification of the final costs of the Interconnection Studies.

12.0 In accordance with Section F.6 of Rule 21, the Applicant may withdraw its Interconnection Request at any time by written notice to the Distribution Provider. Upon receipt of such notice, this Agreement shall terminate, subject to the requirements of Section D.7 and E.3.a of Rule 21.

13.0 This Agreement shall become effective upon the date the fully executed Agreement and the Detailed Study deposit as required by Section E.3.a are received by the Distribution Provider.  If the Distribution Provider does not receive the fully executed Agreement  and Detailed Study deposit pursuant to Section F.3.d of Rule 21 within thirty (30) Business Days after the scoping meeting, then the Interconnection Request will be deemed withdrawn.

14.0      Miscellaneous.

14.1 Dispute Resolution.  Any dispute arising out of or in connection with the Agreement shall be subject to the dispute resolution provisions of Rule 21.

14.2 Confidentiality.  Confidential Information shall be treated in accordance with Section D.7  of Rule 21.

14.3 Binding Effect.  This Agreement and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.

14.4 Conflicts.  In the event of a conflict between the body of this Agreement and any attachment, appendices or exhibits hereto, the terms and provisions of the body of this Agreement shall prevail and be deemed the final intent of the Parties.

14.5 Rules of Interpretation.  This Agreement, unless a clear contrary intention appears, shall be construed and interpreted as follows:  ( l) the singular number includes the plural number and vice versa;  (2) reference to any person includes such person's  successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument, or tariff as amended o r modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to any applicable laws and regulations means such applicable laws and regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise, reference to any Article, Section or Appendix means such Article or Section of this Agreement or such Appendix to this Agreement, or such Section of Rule 21or such Appendix to Rule 21, as the case may be; (6) "hereunder", "hereof', ''herein", "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article Section, or other provision hereof or thereof; (7) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (8) relative to the determination of any period oftime, "from" means "from and including", "to" means ''to but excluding" and "through" means "through and including".

14.6 Entire Agreement.  This Agreement, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior

and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties, or covenants which constitute any part of the consideration for, or any condition to, any Party's compliance with its obligations under this Agreement.

14.7 No Third Party Beneficiaries.  This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and, where permitted, their assigns.

14.8 Waiver.  The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party.

Any waiver at any time by either Party of its rights with respect to this Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right, or duty of this Agreement.  Termination or default of this Agreement for any reason by the Applicant shall not constitute a waiver of the Applicant's legal rights to obtain an interconnection from the Distribution Provider. Any waiver of this Agreement shall, if requested, be provided in writing.

14.9 Headings.  The descriptive headings of the various Articles and Sections of this Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Agreement

14.10 Multiple Counterparts.  This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument.

14.11 Amendment.  The Parties may by mutual agreement amend this Agreement by a written instrument duly executed by both of the Parties.

14.12 Modification by the Parties.  The Parties may by mutual agreement amend the Appendices to this Agreement by a written instrument duly executed by both of the Parties.  Such amendment shall become effective and a part of this Agreement upon satisfaction of all applicable laws and regulations.

14.13 No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership

liability upon any Party.  No Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, another Party.

14.14 Assignment.  This Agreement may be assigned by a Party only with the written consent of the other Party; provided that a Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement; and provided further that the Applicant shall have the right to assign this Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Generating Facility, provided that the Applicant will require any secured party, trustee or mortgagee to notify the other Party of any such assignment.  Any financing arrangement entered into by the Applicant pursuant to this Section will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s).  Any attempted assignment that violates this Section is void and ineffective.  Any assignment under this Agreement shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof.  Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.

14.15 This Agreement is subject to the applicable provisions of SCE's  tariffs, including Rule 21, as filed and authorized by the California Public Utilities Commission ("CPUC").  This Agreement shall at all times be subject  to such changes or modifications by the CPUC, as the CPUC may, from time to time, direct in the exercise of its jurisdiction.  This Agreement is pending before the CPUC in Rulemaking 11-09-011 and has not yet been approved. Pursuant to Rule 21, § H.l.f, the parties agree to adopt into this Agreement any changes that the CPUC may make to this Agreement when the CPUC approves it.

IN WITNESS THEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized officers or agents on the day and year first above written.

Southern California Edison Company,

By:       GARY HOLDSWORTH

Printed Name:   Gary Holdsworth

Title:     Manager, Grid Interconnections

and Contract Development

Date:    Dec. 12, 2012

Coronus Apple Valley East 1, LLC

By:       JEFF THACHUK

Printed Name:   Jeff Thachuk

Title:     President

Date:     Dec. 18, 2012

Attachment A

Independent Study Process

Study Agreement

ASSUMPTIONS USED IN CONDUCTING THE

INTERCONNECT ION SYSTEM IMPACT STUDY

           The Interconnection System Impact Study will be based upon the information set forth in the Interconnection Request and agreed upon in the Seeping Meeting held on November 15, 2011, subject to any modifications in accordance with Section F.3.d of Rule 21 , and the following assumptions:

The System Impact Study for Apple Valley East 1 Project was performed under a previous study agreement and provided to the Interconnection Customer on October 24, 2012.

The following are the assumptions reflected in the System Impact Study

1.          Designation of Point of Interconnection and configuration to be studied.

a. Point of Interconnection: The Apple Valley East 1  Project is proposed to be interconnected to Tussing 12 kV circuit out of Apple Valley 115/12 kV substation.

b. Interconnection Customer will install a 1.5 MW photovoltaic generating facility, which consists of photovoltaic panels, two (2) SMA Solar Technology 750 kW inverters, one (1) customer owned transformer and power factor correction equipment, meters and metering equipment, and appurtenant equipment

c. Distribution Service will be provided from the Tussing 12 kV circuit, through Distribution Provider's Distribution System.

d. The Interconnection Customer has requested an operating date of February 1, 2013.  Such assumption shall be subject to change after study results, permitting requirements, design, land issues and material lead times are known, so that a more accurate determination of these items can be made.

Attachment B

Independent Study Process

Study  Agreement

DATA FORM TO BE PROVIDED BY APPLICANT

This  Attachment B is to be provided  prior  to the commencement of the Interconnection

Facilities Study

Generating Facility size (MW):  1.5 MW(ac)

Provide location plan and simplified one-line diagram of the plant and station facilities.  For staged projects, please indicate future generation, transmission circuits, etc. See Attached

One set of metering is required for each generation connection to the new ring bus or existing

Distribution Provider station.  Number of generation connections: 2 inverters

On the one line diagram indicate the generation capacity attached at each metering location. (Maximum  load on CTIPT) See AC  SLD

On the one line diagram indicate the location of auxiliary power. (Minimum load on CT/PT)

Amps TBD

Will an alternate source of auxiliary power be available during CTIPT maintenance?

xYes  No  Auxiliary power will be either utility or customer provided.

Will a transfer bus on the generation side of the metering require that each meter set be designed for the total plant generation?       xYes _____No  (Please indicate on one line diagram).

What type of control system or PLC will be located at Applicant's Generating Facility?

PLC will be used

What protocol does the control system or PLC use?

TBD, most  likely  Modbus

Please provide a 7.5-minute quadrangle of the site.  Sketch the plant, station, transmission line, and property line. See Attached

Physical dimensions of the proposed interconnection station:

21' L x 16' W

Bus length from generation to interconnection station:

Approximately 250'

Line length from interconnection station to Distribution Provider's transmission line.

Applicant-owned 12 kV switchgear is located approximately 140ft from the pole

Tower number observed in the field. (Painted on tower leg)* TBD

N umber of third party easements required for transmission lines*:

N/A           

• To be completed in coordination with Distribution Provider.

Is the Generating Facility in the Distribution Provider's service area?

 xYes  ______ No           Local provider: ________________________

Please provide proposed  schedule dates (not required for projects 5 MWs or less):

Environmental survey start:	Date	N/A
Environmental impact report submittal:	Date	N/A
Procurement of project equipment:	Date	N/A
Begin Construction	Date:	N/A
Generator step-up transformer	Date:	N/A
receives back feed power
Generation Testing	Date:	N/A
Commercial Operation	Date:	N/A

EX-10.122

Exhibit 10.122

GFID 5824

Coronus Energy Corp. - Coronus Apple Valley East 1, LLC

RULE 21 INDEPENDENT STUDY PROCESS STUDY AGREEMENT

THIS INDEPENDENT STUDY PROCESS STUDY AGREEMENT ("AGREEMENT") is made and entered into this ____ day of ________________, 2012 by and Coronus  Apple Valley East 2, LLC, a limited liability company organized and existing under the laws of the State of Delaware, a subsidiary of Coronus Energy Corp., ("Applicant,") and  Southern California Edison Company, a corporation existing under the laws of the State of California ("SCE" or "Distribution Provider"). Applicant and Distribution Provider each may be referred to as a "Party," or collectively as the "Parties."

RECITALS

WHEREAS, Distribution Provider, as a public utility in the State of California subject to the jurisdiction of the California Public Utilities Commission ("Commission"), provides non­ discriminatory  access to generating facilities wishing to interconnect to its Distribution System or Transmission System under the provisions of Rule 21 of its Tariffs; and

WHEREAS, Applicant is proposing to develop a Generating Facility or generating capacity addition to an existing Generating Facility consistent with the Interconnection Request submitted by Applicant dated October 12, 2011  ; and

WHEREAS, Applicant desires to interconnect the Generating Facility with the Distribution System or Transmission System pursuant to the Independent Study Process; and

WHEREAS, the Applicant has requested Distribution Provider to perform Interconnection Studies to assess the system impact of interconnecting the Generating Facility to the Distribution System, Transmission System and any Affected Systems and to specify and estimate the cost of the equipment, engineering, procurement and construction work needed on the Distribution Provider's electric system to physically and electrically connect the Generating Facility to the Distribution Provider's Distribution System or Transmission System in accordance with Good Utility Practice;

NOW, THEREFORE,  in consideration of and subject to the mutual covenants contained herein the Parties agree as follows:

1.0 When used in this Agreement, with initial capitalization, the terms specified shall have the meanings indicated in Distribution Provider's Rule 21.

2.0 Applicant elects and Distribution Provider shall cause to be performed Interconnection Studies consistent with Section F.3.d of Rule 21.

3.0 The scope of the Interconnection Studies shall be subject to the assumptions set forth in Attachments A and B to this Agreement.

4.0 The Interconnection Studies will be based upon the technical information provided by Applicant in the Interconnection Request, as may be modified as the result of the Scoping Meeting, subject to any modifications in accordance with Section F.3.d of Rule 21.  Any technical data supplied by Applicant is assumed to be complete and accurate.   Distribution Provider is not required to verify any information or data provided by Applicant as part of the Interconnection Studies. Distribution Provider reserves the right to request additional technical information from Applicant as may reasonably become necessary consistent with Good Utility Practice during the course of the Interconnection Studies.   Applicant shall provide the requested technical information to Distribution provider within 30 Calendar Days of a written request for such information.  Distribution Provider may suspend the Interconnection Studies until such information is provided and the due date for completion of the Interconnection Studies shall be adjusted to reflect the suspension period.  If Applicant modifies its designated Point of Interconnection, Interconnection Request, or the technical information provided therein is modified, the Interconnection Studies may be modified as specified in Rule 21.

5.0 The Interconnection Study report for each Interconnection Study shall provide the information specified in Rule 21.

6.0 Applicant  shall provide Interconnection Financial Security in accordance with Rule 21 Section  F.4, including Section  F.4.b which requires the Applicant  to provide the initial Interconnection Financial  Security on or before sixty (60) Calendar  Days after being provided  with the final Interconnection System  Impact Study report.

7.0 Unless the Parties agree to waive the Facilities Study  in accordance with Section F.3.d.vii of Rule 21, within (i) five (5) Business  Days following the results meeting, or (ii) within twenty-five (25) Business Days of the receipt of the final Interconnection System  Impact Study  report if no Interconnection System  Impact Study results meeting i s held, Applicant  shall submit the Facilities Study deposit, if required, and any data required  to Distribution Provider in accordance with Section  F.3.d.vi  of Rule 21.

8.0 Upon completion of the Interconnection Studies, Distribution  Provider  shall charge and Applicant shall pay the actual  costs of the Interconnection Studies pursuant  to Section  E.3.a of Rule 21.

9. 0 The Distribution Provider  may provide  copies of the Interconnection Studies results to the ISO, an Affected  System  Operator  and the Western  Electricity Coordinating Council.   Requests for review and input from any Affected System

Operators or the Western Electricity Coordinating Council may arrive at any time prior to interconnection.

10.0 Substantial portions of technical data and assumptions used to perform the Interconnection Studies, such as system conditions, existing and planned generation, and unit modeling, may change, other than changes described in Section 4, after the Distribution Provider provides the Interconnection Studies results to the Applicant.  Interconnection Studies results will reflect available data at the time the Distribution Provider provides the Interconnection Study reports to the Applicant.  If new data is provided after Distribution Provider has begun work on the Interconnection Studies, Distribution Provider is not responsible for updating the Interconnection Studies to reflect new information or a change in information used in the Interconnection Studies.  Distribution Provider may determine that a new study, or revision or reevaluation of the Interconnection Studies is required.  In that event, Applicant shall either enter into a separate agreement providing that it shall reimburse Distribution Provider  for the costs of such new or revised study or its Interconnection Request will be deemed withdrawn. The Distribution Provider shall not be responsible for any additional costs, including, without limitation, costs of new or additional facilities, system upgrades, or schedule changes, that may be required as a result of changes in such data and assumptions.

11.0 The Distribution Provider shall maintain records and accounts of all costs incurred in performing the Interconnection  Studies in sufficient detail to allow verification of all costs incurred, including associated overheads.  The Applicant shall have the right, upon reasonable notice, at the Distribution Provider's offices and at its own expense, to audit the Distribution Provider's records as necessary and as appropriate in order to verify costs incurred by the Distribution Provider. Any audit requested by the Applicant shall be completed, and written notice of any audit dispute provided to the Distribution Provider, within one hundred eighty (180) Calendar Days following receipt by the Applicant of the Distribution Provider's notification of the final costs of the Interconnection Studies.

12.0 In accordance with Section F.6 of Rule 21, the Applicant may withdraw its Interconnection Request at any time by written notice to the Distribution Provider. Upon receipt of such notice, this Agreement shall terminate, subject to the requirements of Section D.7 and E.3.a of Rule 21.

13.0 This Agreement shall become effective upon the date the fully executed Agreement and the Detailed Study deposit as required by Section E.3.a are received by the Distribution Provider.  If the Distribution Provider does not receive the fully executed Agreement  and Detailed Study deposit pursuant to Section F.3.d of Rule 21 within thirty (30) Business Days after the scoping meeting, then the Interconnection Request will be deemed withdrawn.

14.0      Miscellaneous.

14.1 Dispute Resolution.  Any dispute arising out of or in connection with the Agreement shall be subject to the dispute resolution provisions of Rule 21.

14.2 Confidentiality.  Confidential Information shall be treated in accordance with Section D.7  of Rule 21.

14.3 Binding Effect.  This Agreement and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.

14.4 Conflicts.  In the event of a conflict between the body of this Agreement and any attachment, appendices or exhibits hereto, the terms and provisions of the body of this Agreement shall prevail and be deemed the final intent of the Parties.

14.5 Rules of Interpretation.  This Agreement, unless a clear contrary intention appears, shall be construed and interpreted as follows:  ( l) the singular number includes the plural number and vice versa;  (2) reference to any person includes such person's  successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument, or tariff as amended o r modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to any applicable laws and regulations means such applicable laws and regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise, reference to any Article, Section or Appendix means such Article or Section of this Agreement or such Appendix to this Agreement, or such Section of Rule 21or such Appendix to Rule 21, as the case may be; (6) "hereunder", "hereof', ''herein", "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article Section, or other provision hereof or thereof; (7) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (8) relative to the determination of any period oftime, "from" means "from and including", "to" means ''to but excluding" and "through" means "through and including".

14.6 Entire Agreement.  This Agreement, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior

and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties, or covenants which constitute any part of the consideration for, or any condition to, any Party's compliance with its obligations under this Agreement.

14.7 No Third Party Beneficiaries.  This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and, where permitted, their assigns.

14.8 Waiver.  The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party.

Any waiver at any time by either Party of its rights with respect to this Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right, or duty of this Agreement.  Termination or default of this Agreement for any reason by the Applicant shall not constitute a waiver of the Applicant's legal rights to obtain an interconnection from the Distribution Provider. Any waiver of this Agreement shall, if requested, be provided in writing.

14.9 Headings.  The descriptive headings of the various Articles and Sections of this Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Agreement

14.10 Multiple Counterparts.  This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument.

14.11 Amendment.  The Parties may by mutual agreement amend this Agreement by a written instrument duly executed by both of the Parties.

14.12 Modification by the Parties.  The Parties may by mutual agreement amend the Appendices to this Agreement by a written instrument duly executed by both of the Parties.  Such amendment shall become effective and a part of this Agreement upon satisfaction of all applicable laws and regulations.

14.13 No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership

liability upon any Party.  No Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, another Party.

14.14 Assignment.  This Agreement may be assigned by a Party only with the written consent of the other Party; provided that a Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement; and provided further that the Applicant shall have the right to assign this Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Generating Facility, provided that the Applicant will require any secured party, trustee or mortgagee to notify the other Party of any such assignment.  Any financing arrangement entered into by the Applicant pursuant to this Section will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s).  Any attempted assignment that violates this Section is void and ineffective.  Any assignment under this Agreement shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof.  Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.

14.15 This Agreement is subject to the applicable provisions of SCE's  tariffs, including Rule 21, as filed and authorized by the California Public Utilities Commission ("CPUC").  This Agreement shall at all times be subject  to such changes or modifications by the CPUC, as the CPUC may, from time to time, direct in the exercise of its jurisdiction.  This Agreement is pending before the CPUC in Rulemaking 11-09-011 and has not yet been approved. Pursuant to Rule 21, § H.l.f, the parties agree to adopt into this Agreement any changes that the CPUC may make to this Agreement when the CPUC approves it.

IN WITNESS THEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized officers or agents on the day and year first above written.

Southern California Edison Company,

By:       GARY HOLDSWORTH

Printed Name:   Gary Holdsworth

Title:     Manager, Grid Interconnections

and Contract Development

Date:    Dec. 12, 2012

Coronus Apple Valley East 2, LLC

By:       JEFF THACHUK

Printed Name:   Jeff Thachuk

Title:     President

Date:     Dec. 18, 2012

Attachment A

Independent Study Process

Study Agreement

ASSUMPTIONS USED IN CONDUCTING THE

INTERCONNECTION SYSTEM IMPACT STUDY

           The Interconnection System Impact Study will be based upon the information set forth in the Interconnection Request and agreed upon in the Scoping Meeting held on November 15, 2011, subject to any modifications in accordance with Section F.3.d of Rule 21 , and the following assumptions:

The System Impact Study for Apple Valley East 2 Project was performed under a previous study agreement and provided to the Interconnection Customer on October 24, 2012.

The following are the assumptions reflected in the System Impact Study

1.          Designation of Point of Interconnection and configuration to be studied.

a. Point of Interconnection: The Apple Valley East 2  Project is proposed to be interconnected to Tussing 12 kV circuit out of Apple Valley 115/12 kV substation.

b. Interconnection Customer will install a 1.5 MW photovoltaic generating facility, which consists of photovoltaic panels, two (2) SMA Solar Technology 750 kW inverters, one (1) customer owned transformer and power factor correction equipment, meters and metering equipment, and appurtenant equipment

c. Distribution Service will be provided from the Tussing 12 kV circuit, through Distribution Provider's Distribution System.

d. The Interconnection Customer has requested an operating date of February 1, 2013.  Such assumption shall be subject to change after study results, permitting requirements, design, land issues and material lead times are known, so that a more accurate determination of these items can be made.

Attachment B

Independent Study Process

Study  Agreement

DATA FORM TO BE PROVIDED BY APPLICANT

This  Attachment B is to be provided  prior  to the commencement of the Interconnection

Facilities Study

Generating Facility size (MW):  1.5 MW(ac)

Provide location plan and simplified one-line diagram of the plant and station facilities.  For staged projects, please indicate future generation, transmission circuits, etc. See Attached

One set of metering is required for each generation connection to the new ring bus or existing

Distribution Provider station.  Number of generation connections: 2 inverters

On the one line diagram indicate the generation capacity attached at each metering location. (Maximum  load on CTIPT) See AC  SLD

On the one line diagram indicate the location of auxiliary power. (Minimum load on CT/PT)

Amps TBD

Will an alternate source of auxiliary power be available during CTIPT maintenance?

xYes  No  Auxiliary power will be either utility or customer provided.

Will a transfer bus on the generation side of the metering require that each meter set be designed for the total plant generation?       xYes _______No  (Please indicate on one line diagram).

What type of control system or PLC will be located at Applicant's Generating Facility?

PLC will be used

What protocol does the control system or PLC use?

TBD, most  likely  Modbus

Please provide a 7.5-minute quadrangle of the site.  Sketch the plant, station, transmission line, and property line. See Attached

Physical dimensions of the proposed interconnection station:

21' L x 16' W

Bus length from generation to interconnection station:

Approximately 250'

Line length from interconnection station to Distribution Provider's transmission line.

Applicant-owned 12 kV switchgear is located approximately 140ft from the pole

Tower number observed in the field. (Painted on tower leg)* TBD

N umber of third party easements required for transmission lines*:

N/A           

• To be completed in coordination with Distribution Provider.

Is the Generating Facility in the Distribution Provider's service area?

 xYes  ______ No           Local provider: ________________________

Please provide proposed  schedule dates (not required for projects 5 MWs or less):

Environmental survey start:	Date	N/A
Environmental impact report submittal:	Date	N/A
Procurement of project equipment:	Date	N/A
Begin Construction	Date:	N/A
Generator step-up transformer	Date:	N/A
receives back feed power
Generation Testing	Date:	N/A
Commercial Operation	Date:	N/A

EX-10.123

Exhibit 10.123

PROMISSORY NOTE

(Development Expenses)

$4,000,000.00

Date:  December 20, 2012

Maturity Date: The earlier of i) 31 days after the total Advances equal $4,000,000.00 or ii) July 1, 2013

1.        AGREEMENT TO PAY.  For value received, CORONUS ENERGY CORP.,a Delaware corporation (“Owner”); CORONUS 29-PALMS NORTH 1 LLC, a Delaware limited liability company; CORONUS 29-PALMS NORTH 2 LLC,a Delaware limited liability company; CORONUS 29-PALMS NORTH 3 LLC,a Delawarelimited liability company; CORONUS YUCCA VALLEY EAST 1 LLC,a Delawarelimited liability company; CORONUS YUCCA VALLEY EAST 2 LLC,a Delawarelimited liability company; CORONUS YUCCA VALLEY EAST 3,a Delawarelimited liability company; CORONUS JOSHUA TREE EAST 1 LLC,a Delawarelimited liability company; CORONUS JOSHUA TREE EAST 2 LLC,a Delawarelimited liability company; CORONUS JOSHUA TREE EAST 3 LLC,a Delawarelimited liability company; CORONUS JOSHUA TREE EAST 4 LLC,a Delawarelimited liability company; CORONUS JOSHUA TREE EAST 5 LLC,a Delawarelimited liability company; CORONUS APPLE VALLEY EAST 1 LLC,a Delawarelimited liability company; CORONUS APPLE VALLEY EAST 2 LLC,a Delawarelimited liability company; CORONUS ADELANTO WEST 1 LLC,a Delawarelimited liability company; and CORONUS ADELANTO WEST 2 LLC,a Delawarelimited liability company (each a “Borrower Entity” and collectively with the Owner, the “Borrower”), hereby promise to pay to the order of CLEAN FOCUS FINANCING COMPANY, LP, a Delaware limited partnership, its successors and assigns (the “Lender”), the principal sum of Four Million and 00/100 Dollars ($4,000,000.00) (the “Loan”), or so much of the Loan as may be advanced pursuant to the agreement between the Borrower and the Lender regarding the funding of certain acquisition, development, interconnection and permitting costs of those fifteen (15) solar photovoltaic electric generation installations to be developed and owned by the Borrower Entities, one installation per Borrower Entity, on or before the Maturity Date set forth above (the “Maturity Date”) (unless converted pursuant to the Stock Purchase Agreement of even date herewith between Borrower, Lender and Coronus Solar Inc., a company incorporated under the laws of Canada (“Coronus Solar”) (the “Stock Purchase Agreement”)), at the place and in the manner hereinafter provided, together with interest thereon at the rate or rates described below, and any and all other amounts which may be due and payable hereunder or under any of the Loan Documents (as hereinafter defined) from time to time.

2.        INTEREST RATE.

2.1       Interest Prior to Default.  Interest shall accrue on the outstanding principal balance of this Note from the date hereof through the Maturity Date at a per annum rate of interest of six percent (06.0%) (the “Interest Rate”).

Execution Form 1 Promissory Note / CFFC/ Coronus Energy Inc. and Borrower Entities

2.2       Interest After Default.  From and after the Maturity Date or upon the occurrence and during the continuance of an Event of Default, interest shall accrue on the unpaid principal balance during any such period at a per annum rate of interest of fourteen percent (14.0%) (the “Default Rate”); provided, however, in no event shall the Default Rate exceed the maximum rate permitted by law.  The interest accruing under this section shall be immediately due and payable by the Borrower to the holder of this Note upon demand and shall be additional indebtedness evidenced by this Note.

2.3       Interest Calculation.  Interest on this Note shall be calculated on the basis of a 360-day year and the actual number of days elapsed in any portion of a month in which interest is due.  If any payment to be made by the Borrower hereunder shall become due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment.

3.        PAYMENT TERMS.

3.1       Principal and Interest.  Payments of principal and interest due under this Note, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

(a)       The unpaid principal balance of this Note, if not sooner paid or declared to be due in accordance with the terms hereof, together with all accrued and unpaid interest thereon and any other amounts due and payable hereunder or under any of the Loan Documents, shall be converted into capital contributions to the Borrower in full on the earlier to occur of (i) the Maturity Date, or (ii) the date on which the Loan is converted into capital contributions to the Owner and the Borrower Entities as described in Section 5. below.

(b)       If conversion does not occur on or before the Maturity Date, then the unpaid principal balance of this Note outstanding on the Maturity Date, together with all accrued and unpaid interest on the principal balance of this Note shall be due and payable  on the Maturity Date, which amounts shall be paid directly by the Borrower from sources other than the proceeds of the Loan.

3.2       Application of Payments.  Prior to the occurrence of an Event of Default, all payments and prepayments on account of the indebtedness evidenced by this Note shall be applied  as follows: (a) first, to fees, expenses, costs and other similar amounts then due and payable to the Lender, including, without limitation any late charges due hereunder, (b) second, to accrued and unpaid interest on the principal balance of this Note, (c) third, to any escrows, impounds or other amounts which may then be due and payable under the Loan Documents, (d) fourth, to any other amounts then due the Lender hereunder or under any of the Loan Documents, and (e) last, to the unpaid principal balance of this Note.  After an Event of Default has occurred and is continuing, payments may be applied by the Lender to amounts owed hereunder and under the Loan Documents in such order as the Lender shall determine, in its sole discretion.

Execution Form 2 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

3.3       Method of Payments.  All payments of principal and interest hereunder shall be paid by wire transfer, check or in coin or currency which, at the time or times of payment, is the legal tender for public and private debts in the United States of America and shall be made at such place as the Lender or the legal holder or holders of this Note may from time to time appoint in the payment invoice or otherwise in writing, and in the absence of such appointment, then at the offices of the Lender at 150 Mathilda Place, Suite 206, Sunnyvale, California 94086.  Payment made by check shall be deemed paid on the date the Lender receives such check; provided, however, that if such check is subsequently returned to the Lender unpaid due to insufficient funds or otherwise, the payment shall not be deemed to have been made and shall continue to bear interest until collected.  Notwithstanding the foregoing, the final payment due under this Note must be made by wire transfer or other immediately available funds.

3.4       Late Charge.  If any payment of interest or principal due hereunder is not made within fifteen (15) days after such payment is due in accordance with the terms hereof, then, in addition to the payment of the amount so due, the Borrower shall pay to the Lender a “late charge” of four cents for each whole dollar so overdue to defray part of the cost of collection and handling such late payment.  The Borrower agrees that the damages to be sustained by the holder hereof for the detriment caused by any late payment are extremely difficult and impractical to ascertain, and that the amount of four cents for each one dollar due is a reasonable estimate of such damages, does not constitute interest, and is not a penalty.

3.5       Principal Prepayments.  This Note may be prepaid, either in whole or in part, without penalty or premium, at any time and from time to time.

4.        ADVANCES.  Borrower may request advances, in whole or in part, of up to the maximum amount of the Loan (each an “Advance”) upon the delivery to Lender of invoices indicating the amounts, recipient(s) and nature of the development expenses for the Projects which will be paid with the Advance.  As identified in Exhibit A, Lender and Borrower have mutually agreed upon an anticipated schedule of dates and amounts on which Advances will be made.  Variances from this agreed upon schedule may occur with the prior consent of the Lender and Borrower.  Lender shall have up to five (5) business days after receipt of a request for an Advance to verify the accuracy of the information accompanying such Advance request before honoring the Advance request.

5.        CONVERSION.  Pursuant to the terms of the Stock Purchase Agreement it is expected that the Share of Owner (as defined in the Stock Purchase Agreement) will be transferred by Coronus Solar to Lender and registered in the name of Lender on or before the Maturity Date.  Upon the transfer and registration of the Share in the name of Lender, all then outstanding Advances under the Loan, together with all accrued but unpaid interest, shall be converted into capital contributions by Lender to such of the Owner and Borrower Entities for the benefit of which Advances have been made.  This Note and the Borrower Obligations with respect to this Note and the Loan will be deemed cancelled and terminated in full upon Lender’s verification of such transfer and registration.

6.        SECURITY.  This Note is secured by those certain:  (a) Collateral Assignment and Pledge Agreement of Owner assigning Lender a security interest in Owner’s one hundred

Execution Form 3 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

percent (100%) membership interest in each of the Borrower Entities and Vacant Land Purchase Agreements for the acquisition of the vacant parcels on which Projects will be located; (b) certain Mortgage, Assignment of Rents, Security Agreement and Financing Statement to be executed for each of the site parcels in which Borrower has acquired a vested ownership interest (the “Pledge Agreement”); (c) Assignment of Agreements and Pledge Agreement of Coronus Solar assigning Lender a security interest in Coronus Solar’s one hundred percent (100%) capital stock ownership of Owner ; (d) Guaranty dated of even date herewith and duly executed and delivered by Coronus Solar; and (e) certain other agreements and assignments (this Note, the Pledge Agreement, the other documents referenced above, and any and all other documents now or hereafter given to evidence or secure payment of this Note or delivered to induce the Lender to Advance the proceeds of the Loan, as such documents may hereafter be amended, restated or replaced from time to time, are hereinafter collectively referred to as the “Loan Documents”).  Reference is hereby made to the Loan Documents (which are incorporated herein by reference as fully and with the same effect as if set forth herein at length) for a statement of the covenants and agreements contained therein, a statement of the rights, remedies, and security afforded thereby, and all matters therein contained.

7.        EVENTS OF DEFAULT.  The occurrence of any one or more of the following events shall constitute an “Event of Default” under this Note:

(a)        the failure by the Borrower to pay within ten (10) days after written notice thereof to Borrower by Lender (i) any installment of principal or interest payable pursuant to this Note when due, or (ii) any other amount payable to Lender under this Note or any other Loan Document in accordance with the terms hereof or thereof on the date when due; or

(b)       the occurrence of any “Event of Default” under any of the other Loan Documents.

8.        REMEDIES.  At the election of the holder hereof, and without notice, the principal balance remaining unpaid under this Note, and all unpaid interest accrued thereon and any other amounts due hereunder, shall be and become immediately due and payable in full upon the occurrence of any Event of Default.  Failure to exercise this option shall not constitute a waiver of the right to exercise same in the event of any subsequent Event of Default.  No holder hereof shall, by any act of omission or commission, be deemed to waive any of its rights, remedies or powers hereunder or otherwise unless such waiver is in writing and signed by the holder hereof, and then only to the extent specifically set forth therein.  The rights, remedies and powers of the holder hereof, as provided in this Note and in all of the other Loan Documents are cumulative and concurrent, and may be pursued singly, successively or together against the Borrower, any Guarantor hereof, and any other security given at any time to secure the repayment hereof, including, without limitation, any interests in real property, all at the sole discretion of the holder hereof.  If any suit or action is instituted or attorneys are employed to collect this Note or any part hereof, the Borrower promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs.

9.        COVENANTS AND WAIVERS.  The Borrower and all others who now or may at any time become liable for all or any part of the obligations evidenced hereby, expressly agree

Execution Form 4 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

hereby to be jointly and severally bound, and jointly and severally:  (i) waive and renounce any and all homestead, redemption and exemption rights and the benefit of all valuation and appraisement privileges against the indebtedness evidenced by this Note or by any extension or renewal hereof; (ii) waive presentment and demand for payment, notices of nonpayment and of dishonor, protest of dishonor, and notice of protest; (iii) except as expressly provided in the Loan Documents, waive any and all notices in connection with the delivery and acceptance hereof and all other notices in connection with the performance, default, or enforcement of the payment hereof or hereunder; (iv) waive any and all lack of diligence and delays in the enforcement of the payment hereof; (v) agree that the liability of the Borrower and each guarantor, endorser or obligor shall be unconditional and without regard to the liability of any other person or entity for the payment hereof, and shall not in any manner be affected by any indulgence or forbearance granted or consented to by the Lender to any of them with respect hereto; (vi) consent to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Lender with respect to the payment or other provisions hereof, and to the release of any security at any time given for the payment hereof, or any part thereof, with or without substitution, and to the release of any person or entity liable for the payment hereof; and (vii) consent to the addition of any and all other makers, endorsers, guarantors, and other obligors for the payment hereof, and to the acceptance of any and all other security for the payment hereof, and agree that the addition of any such makers, endorsers, guarantors or other obligors, or security shall not affect the liability of the Borrower, any guarantor and all others now liable for all or any part of the obligations evidenced hereby.  This provision is a material inducement for the Lender making the Loan to the Borrower.

10.      GENERAL AGREEMENTS.

10.1     Business Purpose Loan.  The Loan is being made for commercial, investment or business purposes, and not for personal, family or household purposes, and therefore, the Loan, including interest rate, fees and charges as contemplated hereby, is a business loan under California state Law. The Borrower agrees that the Loan evidenced by this Note is an exempted transaction under the Truth In Lending Act, 15 U.S.C., §1601, et seq.

10.2     Time.  Time is of the essence hereof.

10.3     Governing Law.  This Note is governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the statutes, laws and decisions of the State of California, United States of America, without regard to its conflict of laws provisions.

10.4     Amendments.  This Note may not be changed or amended orally but only by an instrument in writing signed by the party against whom enforcement of the change or amendment is sought.

10.5     No Joint Venture.  The Lender shall not be construed for any purpose to be a partner, joint venturer, agent or associate of the Borrower or of any lessee, operator, concessionaire or licensee of the Borrower in the conduct of its business, and by the execution of this Note, the Borrower agrees to indemnify, defend, and hold the Lender harmless from and

Execution Form 5 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

against any and all damages, costs, expenses and liability that may be incurred by the Lender as a result of a claim that the Lender is such partner, joint venturer, agent or associate.

10.6     Joint and Several Obligations.  If this Note is executed by more than one party, the obligations and liabilities of each Borrower under this Note shall be joint and several and shall be binding upon and enforceable against each Borrower and their respective successors and assigns.  This Note shall inure to the benefit of and may be enforced by the Lender and its successors and assigns.

10.7     Severable Loan Provisions.  If any provision of this Note 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, the Borrower and the 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 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.

10.8     Interest Limitation.  If the interest provisions herein or in any of the Loan Documents shall result, at any time during the Loan, in an effective rate of interest which, for any month, exceeds the limit of usury or other laws applicable to the Loan, all sums in excess of those lawfully collectible as interest of the period in question shall, without further agreement or notice between or by any party hereto, be applied upon principal immediately upon receipt of such monies by the Lender, with the same force and effect as though the payer has specifically designated such extra sums to be so applied to principal and the Lender had agreed to accept such extra payment(s) as a premium-free prepayment.  Notwithstanding the foregoing, however, the Lender may at any time and from time to time elect by notice in writing to the Borrower to reduce or limit the collection to such sums which, when added to the said first-stated interest, shall not result in any payments toward principal in accordance with the requirements of the preceding sentence.  In no event shall any agreed to or actual exaction as consideration for this Loan transcend the limits imposed or provided by the law applicable to this transaction or the makers hereof in the jurisdiction in which real property securing this Note is located for the use or detention of money or for forbearance in seeking its collection.

10.9     Assignability.  The Lender may at any time assign its rights in this Note and the Loan Documents, or any part thereof and transfer its rights in any or all of the collateral, and the Lender thereafter shall be relieved from all liability with respect to the Loan or such collateral upon such transferee’s assumption in writing of Lender’s obligations with respect thereto.  In addition, the Lender may at any time sell one or more participations in the Note.  Notwithstanding the foregoing, Lender agrees that Lender or agents of Lender shall continue to service the Loan prior to the earlier to occur of (i) Borrower’s full repayment of amounts owing the Lender pursuant to the Loan Documents; (ii) the Maturity Date; or (iii) the occurrence of an Event of Default.  The Borrower may not assign its interest in this Note, or any other agreement with the Lender or any portion thereof, either voluntarily or by operation of law, without the prior written consent of the Lender.

Execution Form 6 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

11.      NOTICES.  All notices required under this Note will be in writing and will be transmitted in the manner and to the addresses set forth below, or to such other addresses as the Lender and the Borrower may specify from time to time in writing.

To Lender:	Clean Focus Financing Company, LP 150 Mathilda Place Suite 206 Sunnyvale, California  94086 Attn:           Stanley Chin
To Borrower:	Coronus Energy Corp. 1100-1200 West 73rd Avenue Vancouver, British Columbia Canada  V6P 6G5 Attn: Jeff Thachuk, President
To Guarantor:	Coronus Solar, Inc. 1600 - 609 Granville Street Vancouver, British Columbia Canada  V7Y IC3 Attn:           Jeff Thachuk, President

12.      CONSENT TO JURISDICTION.  TO INDUCE THE LENDER TO ACCEPT THIS NOTE, THE BORROWER IRREVOCABLY AGREES THAT, SUBJECT TO THE LENDER’S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS NOTE MAY BE LITIGATED IN STATE OR FEDERAL COURT SITTING IN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, UNITED STATES OF AMERICA.  BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF SUCH STATE OR FEDERAL COURT WITH APPLICABLE JURISDICTION SITTING IN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, UNITED STATES OF AMERICA,WAIVES PERSONAL SERVICE OF PROCESS UPON THE BORROWER, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO THE BORROWER AT THE ADDRESS STATED IN THE LOAN AGREEMENT AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

13.      WAIVER OF JURY TRIAL.  THE BORROWER AND THE LENDER (BY ACCEPTANCE OF THIS NOTE), HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS NOTE OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS NOTE OR (B) ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS NOTE, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A

Execution Form 7 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

COURT AND NOT BEFORE A JURY.  THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE LENDER ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

14.      WAIVER OF DEFENSES.  OTHER THAN CLAIMS BASED UPON THE FAILURE OF THE LENDER TO ACT IN A COMMERCIALLY REASONABLE MANNER OR OTHER DEFAULT OF LENDER UNDER THE LOAN DOCUMENTS, THE BORROWER WAIVES EVERY PRESENT AND FUTURE DEFENSE (OTHER THAN THE DEFENSE OF PAYMENT IN FULL), CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE LENDER IN ENFORCING THIS NOTE OR ANY OF THE LOAN DOCUMENTS.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.

15.      EXPENSES AND INDEMNIFICATION.  The Borrower shall pay up to Twenty Thousand and 00/100 Dollars ($20,000.00) in costs and expenses incurred by the Lender in connection with the preparation of this Note and the Loan Documents, which may include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any affiliate or parent corporation of the Lender, and any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in connection with the execution and delivery of this Note and the other instruments and documents to be delivered hereunder .  The Borrower agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such costs and expenses.  The Borrower hereby authorizes the Lender to charge any account of the Borrower with the Lender for all sums due under this section.  The Borrower also agrees to defend (with counsel satisfactory to the Lender), protect, indemnify and hold harmless the Lender, any parent corporation, affiliated corporation or subsidiary of the Lender, and each of their respective officers, directors, employees, attorneys and agents (each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for each Indemnified Party thereto, which shall also include, without limitation, reasonable attorneys’ fees and time charges of attorneys who may be employees of the Lender or any parent or affiliated corporation of the Lender), which may be imposed on, incurred by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations, under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Note or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Note and the Loan Documents, the making or issuance and management of the Loan, the use or intended use of the proceeds of the Loan and the enforcement of the Lender’s rights and remedies under this Note, the Loan Documents, any other instruments and documents delivered hereunder or thereunder, or under any other agreement between the Borrower and the Lender; provided, however, that the Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party.  To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any law or public policy, the

Execution Form 8 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law.  Any liability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to such Indemnified Party on demand, and failing prompt payment, together with interest thereon at the Default Rate from the date incurred by such Indemnified Party until paid by the Borrower, shall be added to the obligations of the Borrower evidenced by this Note and secured by the collateral securing this Note.  This indemnity is not intended to excuse the Lender from performing hereunder.  The provisions of this section shall survive the closing of the Loan, the satisfaction and payment of this Note and any cancellation of the Loan Documents.  But for Earthlight Solar Inc., Borrower represents and warrants that it has not employed a broker or other finder in connection with the Loan.  Borrower shall also pay, and hold Lender harmless from, any and all claims of any brokers, finders or agents claiming a right to any fees in connection with arranging the financing contemplated hereby in breach of Borrower’s representation in the immediately foregoing sentence.

16.      Registered Form.

This Note is intended to be in “registered form” for purposes of Sections 871(h), 881(c) and 163(f) of the Internal Revenue Code, so that interest thereon qualifies as “portfolio interest” under Sections 871(h) and 881(c) of the Internal Revenue Code.  All payments in respect of the Note will be absolutely net to Lender, and made free and clear of any United States withholding tax.

Borrower shall maintain, as its agent, the registrar and transfer agent identified below (the “Registration Agent”) which shall be required and authorized, as Borrower’s agent, to receive notices of transfers of this Note and maintain a book entry register of such transfers, as is necessary for this Note to be considered to be in registered form for purposes of Sections 871(h), 881(c) and 163(f) of the Internal Revenue Code.  Any transfer by Lender of the obligations evidenced by this Note to pay principal and interest shall not be effective unless and until written notice of such transfer has been delivered to the Registration Agent.  Such written notice may be in any form (including without limitation in the form of a copy of an assignment agreement) provided that the notice identifies the transferor, the transferee, the transferee’s tax identification number, the transferee’s addresses for notices and payments, and the effective date of transfer.  This Note may not at any time be endorsed to, or made to the order of, bearer, nor may the Note be endorsed in blank.

Concurrently herewith, pursuant to a separate agreement, Borrower has appointed Clean Focus Management, LLC, a Delaware limited liability company and an affiliate of Lender, as Borrower’s Registration Agent.  Any written notice of transfer of this Note shall be effective only if and when delivered to the Registration Agent.

Any attempt by Borrower to modify, condition, or revoke the appointment of Registration Agent as Borrower’s agent pursuant to this Section 15 without Lender’s prior written consent shall be ineffective and shall constitute an event of default hereunder.  Lender may condition its consent on Borrower’s appointment of a successor Registration Agent acceptable to Lender on terms and conditions acceptable to Lender in Lender’s sole discretion.  In the event that Registration Agent resigns, Borrower shall appoint a successor Registration Agent; provided that the identity of the successor Registration Agent and the terms and conditions of the appointment

Execution Form 9 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

shall be subject to Lender’s prior written consent which consent may be granted or withheld in Lender’s sole discretion.

Execution Form 10 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

IN WITNESS WHEREOF, the Borrower has executed and delivered this Promissory Note as of the day and year first above written.

BORROWER:
	CORONUS ENERGY CORP., a Delaware
	corporation
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President
	CORONUS 29-PALMS NORTH 1 LLC, a
	Delaware limited liability company
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President
	CORONUS 29-PALMS NORTH 2 LLC, a
	Delaware limited liability company
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President

Execution Form 11 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

CORONUS 29-PALMS NORTH 3 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 3LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President

Execution Form 12 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

CORONUS JOSHUA TREE EAST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 3 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 4 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President

Execution Form 13 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

CORONUS JOSHUA TREE EAST 5 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS APPLE VALLEY EAST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS APPLE VALLEY EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS ADELANTO WEST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President

Execution Form 14 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

CORONUS ADELANTO WEST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President

Execution Form 15 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

EXHIBIT A – Advances

Draw	Draw Date	Amount
1	Within, at most, two (2) business days of signing of this Promissory Note and Loan Documents	$1,500,000
2	January 6, 2013	$500,000
3	January 31, 2013	$1,000,000
4	February 28, 2013	$1,000,000

Execution Form 16 Promissory Note / CFFC/ Coronus Energy and Borrower Entities

EX-10.124

Exhibit 10.124

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (the “Agreement”) is made and entered into as of December 20, 2012 by CORONUS ENERGY CORP., a Delaware corporation (“Coronus Energy”) and each of the fifteen Delaware limited liability companies listed on Exhibit A ( collectively, “Borrower”), for the benefit of CLEAN FOCUS FINANCING COMPANY, LP, a Delaware limited partnership, its successors and assigns (“Lender”).

RECITALS:

A.Lender has agreed to make a loan in the stated principal amount of up to Four  Million and 00/100 Dollars ($4,000,000.00)(the “Loan”) to Borrower (each of the fifteen (15) project companies listed on Exhibit A individually referred to herein as a “Project Company” and collectively as the “Project Companies”).  The Loan is evidenced by that certain Promissory Note of even date herewith in the stated principal amount of up to Four Million and 00/100 Dollars ($4,000,000.00)(as amended from time to time, the "Note") for the purpose of financing certain development costs incurred by the solar photovoltaic electric generation installations (individually, a “Project” and collectively, the “Projects”) being developed by Borrower at location in San Bernardino County, California, USA.

B.Coronus Energy is the owner of one hundred percent (100%) of the authorized membership interest in each of the Project Companies.

C.Each Project Company has, is, or will be, entering into certain agreements for the land rights, construction, installation, operation and maintenance of its Project and the sale of the electric output of the Project to Southern California Edison pursuant to its individual Southern California Edison CREST Power Purchase Agreement (a “CREST PPA”).

D.The Loan is evidenced by the Note of even date herewith made by Borrower to the order of Lender, and is secured by, among other documents and instruments of which this Security Agreement, a Collateral Assignment and Pledge Agreement by Borrower together with those certain Mortgages, Assignment of Rents, Security Agreement and Financing Statement  following the first advance of the Loan and assignment of its interests in the purchase agreements and parcels by Coronus Energy, (hereinafter, together with all modifications, amendments, restatements and replacements thereof, the “Mortgages”) encumbering the interests of Coronus Energy in real property located in San Bernardino County, California, and described on Exhibit B and Exhibit C attached to the Collateral Assignment and Pledge Agreement of Borrower (the real property and other collateral being collectively referred to as "Property"), a Collateral Assignment and Pledge Agreement and a Guaranty of Coronus Solar, a Canadian corporation and the sole shareholder of Assignor (“Coronus Solar”).  The Note, this Security Agreement, the Collateral Assignment and Pledge Agreement of Coronus Solar, the Guaranty of Coronus Solar, the Mortgages, the Collateral Assignment and Pledge Agreement of Borrower, and all other documents evidencing or securing the Loan and as listed in the definition of “Loan Documents below are hereinafter referred to as the “Loan Documents”.

E.The capitalized terms used but not defined herein shall have the meanings assigned to them in the Loan Document defining such term.

Execution Form 1 CFFC / Coronus Energy Security Agreement

F.Borrower wishes to grant to Lender a security interest in all of Borrower’s assets and its project agreements as security for the Loan.

AGREEMENT

NOW, THEREFORE, in order for Lender to make the Loan, Borrower agrees as follows:

ARTICLE I.DEFINITIONS

The terms “Account,” “Chattel Paper,” “Deposit Account,” “Document,” “Electronic Chattel Paper,” “Equipment,” “Financial Assets,” “General Intangible,” “Goods,” “Health-Care-Insurance Receivables,” “Instrument,” “Inventory,” “Investment Property,” “Letter of Credit Rights,” “Payment Intangible” and “Supporting Obligation,” shall have the meanings defined in the Uniform Commercial Code as enacted in California, as amended from time to time.  Unless otherwise defined herein, terms defined in the Note shall have the same meanings when used herein.

When used in this Agreement, the following terms shall have the following meanings:

“Account Debtor” means the party who is obligated on or under any Account, Chattel Paper or General Intangible.

“Assigned Agreements” means all agreements, contracts and documents, including without limitation (a) the agreements, contracts and documents listed on Exhibit D attached hereto (together with all exhibits and schedules thereto), as each such agreement, contract and document may be amended, supplemented or modified and in effect from time to time; (b) all other agreements, including vendor warranties and guaranties, running to Borrower or assigned to Borrower, relating to the leasing, use, maintenance, improvement, operation or acquisition of the Projects or any part thereof, or transport of material, equipment and other parts of the Projects or any part thereof; (c) any lease or sublease agreements or easement agreements relating to the Projects or any part thereof or any ancillary facilities, to which Borrower may be or become a party; and (d) each additional contact, agreement and document to which either borrower is or may become a party, and any other agreements to which Borrower may be or become a party relating to the leasing, use, maintenance, improvement or operation of the Projects or any part thereof.

“Assignee Deposit Account” has the meaning set forth in Section 5.7 hereof.

“Collateral” has the meaning set forth in Section 2 hereof.

“Event of Default” means an occurrence of an Event of Default as defined in the Note.

“Governmental Approvals” means (a) any authorization, consent, approval, license, lease, ruling, permit, tariff, rate, certification, exemption, filing, variance, claim, order, judgment, decree, sanction or publication of, by or with; (b) any notice to; (c) any declaration of or with; or (d) any registration by or with, or any other action or deemed action by or on behalf of, any Government Authority or (e) to the extent any such Governmental Approval materially references such application, any application therefor for in each case relating to:  (i) the due

Execution Form 2 CFFC / Coronus Energy Security Agreement

execution and delivery of, and the performance by each intended party (other than the Lender) of its obligations and the exercise of its rights under, the Loan Documents, the Assigned Agreements, the Permits and other Project agreements, easements, rights-of-way and documents to which Borrower is (or is intended to be) a party; or (ii) the development of the Project as contemplated by the Assigned Agreements, the Permits and the other Project agreements, easements, rights-of-way and documents to which either Borrower is (or is intended to be) a party.

“Government Authority” means any national, state or local government, any political subdivision thereof or any other governmental, quasi-governmental, judicial, administrative, public or statutory instrumentality, authority, body, agency, bureau or entity.

“Intellectual Property” means (a) any copyright or mask work, now existing or hereafter adopted or acquired, any registration or recording thereof, and any application in connection therewith, whether in the United States Copyright Office or in any similar office or agency of the United States or of any state thereof or any other country or any political subdivision thereof, or otherwise; (b) any patents, now existing or hereafter adopted or acquired, any registration or recording thereof, and any application in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or of any state thereof or any other country or any political subdivision thereof, or otherwise; (c) any trademark, trade name, corporate name, company name, business name, fictitious business name, trade style, service mark, logo or other source or business identifier, and the goodwill associated therewith, now existing or hereafter adopted or acquired, any registration or recording thereof, and any application in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States or of any state thereof or any other country or any political subdivision thereof, or otherwise; including all amendments, renewals, extensions, and all licenses or other rights to use and all license fees and royalties from such intellectual property; (b) trade secrets and intellectual property rights in computer software and computer software products now or later existing, created, acquired or held; (c) design rights which may be available to either Borrower now or later created, acquired or held; (d) information, customer lists, identification of suppliers, data, plans, blueprints, specifications, designs, drawings, recorded knowledge, surveys, engineering reports, test reports, manuals, materials standards, processing standards, performance standards, catalogs, computer and automatic machinery software and programs; (e) field repair data, sales data and other information relating to the sales or service of products now or hereafter manufactured; (f) accounting information and all media in which or on which any information or knowledge or data or records may be recorded or stored and all computer programs used for the compilation or printout of such information, knowledge, records or data; (g) claims for damages (past, present or future) for infringement of any of the rights above, with the right, but not the obligation, to sue and collect damages for use or infringement of the intellectual property rights above; and (h) proceeds and products of the foregoing, including all insurance, indemnity or warranty payments.

“Lender Account” has the meaning set forth in Section 5.7 hereof.

“Loan Documents” means the Note, this Security Agreement, the Collateral Assignment and Pledge Agreement of the Borrower, the Collateral Assignment and Pledge Agreement of

Execution Form 3 CFFC / Coronus Energy Security Agreement

Coronus Solar, the Guaranty of Coronus Solar,  those certain Leasehold Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing to be executed by Coronus Energy for the benefit of Lender (hereinafter, together with all modifications, amendments, restatements and replacements thereto of such Collateral Assignment, and all other documents, instruments and agreements which evidence, secure or are otherwise executed in connection with the Loan, including all amendments, modifications, renewals, extensions, restatements and replacements thereof.

“Permit” means any action, approval, consent, waiver, exemption, variance, franchise, order, permit, authorization, right or license of or from a Governmental Authority relating to the Project, including those related to the construction, development, installation, operation and maintenance thereof.

“Secured Obligations” means all obligations and liabilities of every nature of Borrower now or hereafter existing under or arising out of or in connection with the Note or the other Loan Documents and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to either Borrower, would accrue on such obligations), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owned with others, and whether or not from time to time decreased or extinguished and later increased, created, or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Lender as a preference, fraudulent transfer, or otherwise, and all obligations of every nature of either Borrower now or hereafter existing under this Agreement, together with all other indebtedness, liabilities or obligations of either Borrower to Lender now or hereafter existing.

“Solar Panels” means the Project solar panels and related equipment, including, without limitation, all associated photovoltaic solar panels, controls, assemblies, inverters, converters, metering, lighting fixtures, transformers, ballasts, disconnects, combiners, switchers, wiring devices, data monitoring systems, service equipment, racks and mounting systems, lines, wiring, cabling, conduit, housings, utility interconnections, together with any and all assemblies, inverters, converters, metering, lighting fixtures, and any other related equipment and accessories.

“Vehicle” means any car, truck, trailer, construction or earth-moving equipment or other vehicle covered by a certificate of title of any state, in any, including but not limited to any tires or other appurtenances to any of the foregoing, owned by Borrower during the term of the Loan.

ARTICLE II.GRANT OF SECURITY INTEREST

As security for the payment and satisfaction of the Secured Obligations, Borrower hereby grants to Lender a continuing security interest in and assigns to Lender all of Borrower’s estate, right, title and interest in, to and under all assets of Borrower, whether now owned or hereafter existing or acquired, including all the estate, right, title and interest of Borrower in, to and under the following (collectively, the “Collateral”):

Execution Form 4 CFFC / Coronus Energy Security Agreement

(a)       All agreements listed in Exhibit B;

(b)       all Accounts, Chattel Paper (including Electronic Chattel Paper), Deposit Accounts, Documents, Equipment (including Project equipment), Financial Assets, Goods, Instruments, Inventory, Investment Property, Letter of Credit Rights, Supporting Obligations, Intellectual Property and Vehicles;

(c)       all Governmental Approvalsnow or hereafter held in the name, or for the benefit of Borrower (provided, that any Governmental Approval which by its terms or by operation of law would become void, voidable, terminable or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein were granted hereunder is expressly excepted and excluded from the lien, security interest and terms of this Agreement to the extent necessary so as to avoid such voidness, avoidability, terminability or revocability);

(d)       all General Intangibles (including Payment Intangibles), including, to the extent assignable, the Assigned Contracts and all other construction, service, engineering, consulting, architectural, installation, power purchase, interconnection, Solar Panel and other equipment purchase, operation and maintenance and other similar contracts concerning the design, construction, operation, occupancy, maintenance, use of and/or the delivery and sale of power generated by the Project, all architectural drawings, plans, specifications, soil tests, appraisals, route surveys, engineering reports and similar materials relating to all or any portion of the Project and all payment and performance bonds or warranties or guarantees relating to the Project, all rights under and in Intellectual Property, all renewals, extensions and continuations-in-part of the items referred to above, any written agreements granting to Borrower any right to use any trademark or trademark registration at or in connection with Borrower’s business, and the right of Borrower to sue for past, present and future infringements of the foregoing, and the right in the name and on behalf of Borrower to appear in and defend any action or proceeding brought with respect to any part of Borrower’s real or personal property and to commence any action or proceeding to protect the interest of Borrower in such Collateral;

(e)       all amounts held in escrow and reserve accounts;

(f)        the insurance policies maintained by Borrower, including any such policies insuring against loss of revenues by reason of interruption of the operation of the Project and all proceeds and other amounts payable to Borrower thereunder, and all eminent domain proceeds;

(g)       all rents, profits, income, royalties and revenues derived in any other manner by Borrower as a result of its leasing or ownership of the Project or any part thereof and the use or operation of the Project or any part thereof;

(h)       all books, records, writings, design documents, computer programs, printouts and other computer materials and records, data bases, software, information and other property relating to, used or useful in connection with, Borrower’s business or the Project;

(i)        all products, profits, rents and proceeds of such property, whether cash or non-cash, including (i) all rights of Borrower to receive moneys due and to become due under or pursuant to the Collateral, (ii) all rights of Borrower to receive return of any premiums for or

Execution Form 5 CFFC / Coronus Energy Security Agreement

proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral or to receive condemnation proceeds, (iii) all claims of Borrower for damages arising out of or for breach of or default under the Assigned Agreements or any other Collateral, (iv) all rights of Borrower to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder, (v) all rights of Borrower under each such contract or agreement to make determinations, to exercise any election (including the election of remedies) or option or to give or receive any notice, consent, waiver, or approval, together with full power and authority with respect to any contract or agreement to demand, receive, enforce, collect or provide receipt for any of the foregoing rights or any property the subject of any of the contracts or agreements, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which may be necessary or advisable in connection with any of the foregoing, (vi) all rights of Borrower to payment for goods or other property sold or leased or services performed by Borrower, (vii) to the extent not included in the foregoing, all proceeds receivable or received when any and all of the foregoing Collateral is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily, and (viii) any and all additions and accessions to the Collateral, and all proceeds thereof, including proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims, including all awards, all insurance proceeds, including any unearned premiums or refunds of premiums on any insurance policies covering all or any part of the Collateral and the right to receive and apply the proceeds of any insurance, or of any judgments or settlements made in lieu thereof for damage to or diminution of the Collateral.

ARTICLE III.COVENANTS OF BORROWER

Borrower shall fully perform each of the covenants set forth below.

3.1       Obligations to Pay

(a)       Borrower shall pay to Lender, in timely fashion and in full, all amounts payable by Borrower to Lender, pursuant to the Note and the other Loan Documents; and

(b)       Borrower shall pay and reimburse Lender for all expenditures including reasonable attorneys’ fees and legal expenses in connection with the exercise by Lender of any of its rights or remedies under the Note or the other Loan Documents.

3.2       Performance

Borrower shall fully perform in a timely fashion every covenant, agreement and obligation set forth in the Note and the other Loan Documents.

3.3       Further Documentation

At its own expense, Borrower shall execute and deliver any financing statement, any renewal, substitution or correction thereof or any other document; shall procure any document; and shall take such further action as Lender may require in obtaining the full benefits of this Agreement.

3.4       Filing Fees

Execution Form 6 CFFC / Coronus Energy Security Agreement

Borrower shall pay all costs of filing any financing, continuation or termination statement with respect to the security interests granted herein.

3.5       Pledges

Borrower shall deliver and pledge to Lender, endorsed or accompanied by instruments of assignment or transfer reasonably satisfactory to Lender, any Instruments, Investment Property, Documents, General Intangibles or Chattel Paper now owned or hereafter acquired by or arising in favor of the Borrower that Lender may specify from time to time.

3.6       Control

Borrower shall cooperate with Lender in obtaining control with respect to Collateral consisting of Deposit Accounts, Investment Property, Letter of Credit Rights and Electronic Chattel Paper now owned or hereafter acquired by or arising in favor of the Borrower that Lender may specify from time to time.

3.7       Maintenance of Records

Borrower shall keep and maintain, at its own cost and expense satisfactory and complete records of the Collateral including but not limited to a record of all payments received and all credits granted with respect to the Collateral and all other dealings with the Collateral.  Borrower shall deliver and turn over to Lender all books and records pertaining to the Collateral at any time after the occurrence and during the continuation of an Event of Default, if so demanded by Lender.

3.8       Disposition of Collateral

Except as allowed in the Note, Borrower shall not sell or transfer any of the Collateral or release, compromise or settle any obligation or receivable due to Borrower.

3.9       Indemnification

Borrower agrees to pay, and to indemnify Lender and hold Lender harmless from, all liabilities, costs and expenses including but not limited to reasonable legal fees and expenses with respect to or resulting from (a) any delay in paying any excise, sales or other taxes that may be payable or determined to be payable with respect to any of the Collateral, (b) any delay by Borrower in complying with any requirement of law applicable to any of the Collateral or (c) any of the transactions contemplated by this Agreement.  In any suit, proceeding or action brought by Lender under any Account to enforce payment of any sum owing thereunder or to enforce any provisions of any Account, Borrower will indemnify Lender and hold Lender harmless from all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment, reduction or liability whatsoever of the Account Debtor thereunder arising out of a breach by Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such Account Debtor or its successors from Borrower.

Execution Form 7 CFFC / Coronus Energy Security Agreement

3.10      Limitations on Amendments, Modifications, Terminations, Waivers and Extensions of Contracts and Agreements Giving Rise to Accounts

Borrower will not (a) amend, modify, terminate, waive or extend any provision of any agreement giving rise to an Account, General Intangible, Instrument or Chattel Paper in any manner that could reasonably be expected to have a material adverse effect on the value of any Collateral or (b) fail to exercise promptly and diligently every material right that it may have under each agreement giving rise to an Account, other than any right of termination.

3.11     Limitations on Discounts, Compromises and Extensions of Accounts

Borrower will not grant any extension of the time of payment of any of the Accounts; compromise, compound or settle the same for less than the full amount thereof; release, wholly or partially, any Person liable for the payment thereof; or allow any credit or discount whatsoever thereon, which in each case could be reasonably expected to have a material adverse effect on the value of the Collateral.

3.12     Further Identification of Collateral

Borrower will furnish to Lender from time to time statements and schedules further identifying and describing the Collateral and such other reports in connection with the Collateral as Lender may request, all in reasonable detail.

3.13     Notices

Borrower will advise Lender promptly in reasonable detail at the address set forth in the Note (a) of any lien (other than liens created hereby or permitted under the Note) on or claim asserted against any of the Collateral and (b) of the occurrence of any other event that could reasonably be expected to have a material adverse effect on the Collateral or on the liens created hereunder.

3.14     Changes in Locations, Name, Etc.

Borrower will not (a) change its state of organization, (b) change the location of its chief executive office/chief place of business or remove its books and records from the location specified in this Agreement, (c) permit any of the Inventory, the Solar Panels or other Equipment (excluding Vehicles) to be kept at locations other than at the sites as more specifically described on Schedule 3, or (d) change its name, identity or structure to such an extent that any financing statement filed by Lender in connection with this Agreement would become ineffective or seriously misleading, unless it shall have given Lender at least thirty (30) days’ prior written notice thereof.

3.15     Intellectual Property

(a)       Borrower will notify Lender immediately if it knows, or has reason to know, of (i) any application or registration relating to any Intellectual Property material to its business that may become abandoned or dedicated or (ii) any adverse determination or development (including but not limited to the institution of, or any adverse determination or development in,

Execution Form 8 CFFC / Coronus Energy Security Agreement

any proceeding in the United States Patent and Trademark Office, United States Copyright Office, or any court or tribunal in any country) regarding Borrower’s ownership of any material Intellectual Property or its right to register, keep or maintain the same.

(b)       Whenever Borrower, either by itself or through any agent, employee, licensee or designee, shall file an application for the registration of any material Intellectual Property with the United States Patent and Trademark Office, the United States Copyright Office, or any similar office or agency in any other country or any political subdivision thereof, Borrower shall report such filing to Lender within five Business Days after the last day of the calendar month in which such filing occurs.  Borrower shall execute and deliver to Lender all agreements, instruments, powers of attorney, documents and papers that Lender may request to evidence Lender’s security interest in any Intellectual Property and in the goodwill and general intangibles of Borrower relating to or represented by the Intellectual Property.  Borrower hereby constitutes Lender its attorney-in-fact to execute and file all such writings for the foregoing purposes, with all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, is irrevocable until all Secured Obligations are paid in full.

(c)       Borrower will take all reasonable and necessary steps, including but not limited to all reasonable and necessary steps in any proceeding before the United States Patent and Trademark Office, the United States Copyright Office, or any similar office or agency in any other country or any political subdivision thereof, to maintain and pursue each application, to obtain the relevant registration, and to maintain each registration of material Intellectual Property, including but not limited to filing applications for renewal, affidavits of use and affidavits of incontestability.

(d)       If any Intellectual Property that is included in the Collateral is infringed, misappropriated or diluted by a third party, Borrower shall promptly notify Lender after it learns thereof and shall take such action as Borrower reasonably deems appropriate under the circumstances to protect such Intellectual Property.

3.16     Insurance

Borrower agrees to insure the Collateral against all hazards in form and amount as required by the terms of the of the Note.  If Borrower fails to obtain such insurance, Lender shall have the right, but not the obligation, to obtain either insurance covering both Borrower’s and Lender’s interest in the Collateral or insurance covering only Lender’s interest in the Collateral.  Borrower agrees to pay any premium charged for such insurance.  This amount may be added to the outstanding balance of the Loan, and interest thereon shall be charged at the rate specified in any applicable loan document, or Lender may demand immediate payment.  Any unpaid insurance premium advanced by Lender shall be secured under the terms of this Agreement.  Lender will have no liability whatsoever for any loss which may occur by reason of the omission or lack of coverage of any such insurance.  Borrower hereby assigns to Lender the right to receive proceeds of such insurance to the full amount of the Secured Obligations and hereby direct any insurer to pay all proceeds directly to Lender, and authorizes Lender to endorse any draft.  In Lender’s sole discretion, Lender may apply any insurance proceeds either toward repair of the property or reduction of the balance of the Secured Obligations.

Execution Form 9 CFFC / Coronus Energy Security Agreement

3.17     Filing of Financing Statement

Borrower authorizes Lender to file (including electronic or facsimile filing) financing statements describing the Collateral, including descriptions broader than as set forth in this Agreement.  Borrower agrees that where allowed by law, a carbon, photographic or other reproduction of a financing statement or this Agreement is sufficient as a financing statement.

3.18     Assigned Agreements

(a)       Anything herein to the contrary notwithstanding, Borrower agrees that it shall remain liable to perform all of its duties and obligations under each of the Assigned Agreements and in respect of the Collateral to the same extent as if this Agreement had not been executed.  The exercise by Lender of any of the rights and remedies hereunder shall not release Borrower from any of its duties or obligations under any of the Assigned Agreements or in respect of the Collateral.  Lender shall not have any obligation or liability under any of the Assigned Agreements or otherwise in respect of the Collateral by reason of this Agreement or be obligated to perform any of the obligations or duties of Borrower under any of the Assigned Agreements or otherwise in respect of the Collateral or to take any action to collect or enforce any claim for payment or any other right assigned hereunder.

(b)       If Borrower defaults under any agreement contained herein or in any of the Assigned Agreements, Lender may (but shall not be obligated to) cure such default under such agreement, and the fees, costs and expenses (including attorneys’ fees and expenses) of Lender incurred in connection therewith shall be payable by or on behalf of Borrower and shall be Secured Obligations to Lender secured under this Agreement.

ARTICLE IV.REPRESENTATIONS AND WARRANTIES

Borrower hereby makes the following representations and warranties:

4.1       Title to Collateral

But for the unpaid balance of certain installment notes in relation to the Yucca Valley East, Joshua Tree East and Adelanto West parcels, Borrower has good and marketable title to all of the Collateral, free and clear of all liens excepting only the security interests created pursuant to this Agreement or permitted pursuant to the Note.

4.2       Assigned Agreements

All copies of the Assigned Agreements delivered by Borrower to Lender are true, correct and complete copies thereof, and such Assigned Agreements have not been amended, modified or otherwise changed in any respect, except for such amendments, modifications and changes which are attached to the Assigned Agreements so delivered.  Borrower has obtained all consents and approvals necessary for the assignment of the Assigned Agreements.

4.3       No Impairment of Collateral

Execution Form 10 CFFC / Coronus Energy Security Agreement

None of the Collateral shall be impaired or jeopardized because of the security interest herein granted.

4.4       Other Agreements

The execution and delivery of this Agreement, the consummation of the transactions provided for herein, and the fulfillment of the terms hereof will not result in the breach of any of the terms, conditions, or provisions of, or constitute a default under, or conflict with or cause any acceleration of any obligation under any (a) agreement or other instrument to which Borrower is a party or by which Borrower is bound or (b) Applicable Law.

4.5       No Approvals

No Governmental Approvals of any nature are required in connection with the security interests herein granted.

4.6       Authority

Borrower has full power and authority to assign to Lender and to grant to Lender a security interest in the Collateral.

4.7       Location of Records

The address of the office where the books and records of Borrower are kept concerning the Collateral is set forth on Schedule 2.

4.8       Location of Collateral

The locations of all Inventory and Equipment of Borrower are described on Schedule 2.

4.9       Name

Borrower conducts its business only under the name set forth on Schedule 2.

4.10     Accounts

The amount represented by Borrower to Lender from time to time as owing by each Account Debtor or by all Account Debtors in respect of the Accounts will at such time be the correct amount actually owing by such Account Debtor or Debtors thereunder.  No material amount payable to Borrower under or in connection with any Account is evidenced by any Instrument or Chattel Paper that has not been delivered to Lender.

4.11     State of Organization

Borrower’s state of organization is set forth on Schedule 2.

4.12     Chief Executive Office

Execution Form 11 CFFC / Coronus Energy Security Agreement

Borrower’s chief executive office and chief place of business is located at the address set forth on Schedule 2.

4.13     Intellectual Property

Borrower is the exclusive owner of all Intellectual Property owned by Borrower in its own name as of the date hereof.  To the best of Borrower’s knowledge, all of its Intellectual Property is valid, subsisting, unexpired and enforceable and has not been abandoned.  Borrower has made all necessary filings and recordations to protect its interest in the Intellectual Property.  No holding, decision or judgment that would limit, cancel or question the validity of any such Intellectual Property has been rendered by any Governmental Authority.  No claim has been made that the use of such Intellectual Property violates the asserted rights of any third party and no action or proceeding is pending that (a) seeks to limit, cancel or question the validity of any such Intellectual Property or (b) would, if adversely determined, have a material adverse effect on the value of any Intellectual Property.

4.14     Vehicles

Borrower shall deliver to Lender the original certificate of title for each Vehicle promptly after Borrower’s acquisition of such Vehicle, as applicable.  Each certificate of title shall thereafter indicate Lender’s first priority lien on the Vehicle covered by such certificate.  Borrower shall execute and deliver to Lender any and all agreements, instruments, documents, powers of attorney and papers that Lender may request to evidence and perfect Lender’s security interest in any Vehicle.  Borrower hereby constitutes Lender its attorney-in-fact to execute and file all such writings for the foregoing purposes, with all acts of such attorney being hereby ratified and confirmed; and such power, being coupled with an interest, is irrevocable until all Secured Obligations are paid in full.

4.15     Governmental Obligors

No Account Debtor is a Government Authority.

ARTICLE V.LENDER’S RIGHTS WITH RESPECT TO THE COLLATERAL

5.1       No Duty on Lender’s Part

Lender shall not be required (except at its option upon the occurrence and during the continuation of any Event of Default) to realize upon any Accounts, Financial Assets, Instruments, Investment Property, Chattel Paper or General Intangibles; collect the principal, interest or payment due thereon, exercise any rights or options of Borrower pertaining thereto; make presentment, demand or protest; give notice of protest, nonacceptance or nonpayment; or do any other thing for the protection, enforcement or collection of such Collateral.  The powers conferred on Lender hereunder are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers.  Lender shall be accountable only for amounts that Lender actually receives as a result of the exercise of such powers; and neither Lender nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act hereunder.

Execution Form 12 CFFC / Coronus Energy Security Agreement

5.2       Negotiations with Account Debtors

Upon the occurrence and during the continuation of any Event of Default, Lender may, in its sole discretion, extend or consent to the extension of the time of payment or maturity of any Instruments, Accounts, Chattel Paper or General Intangibles.

5.3       Right to Assign

Except as otherwise provided in the Note, Lender may assign or transfer the whole or any part of the Secured Obligations and may transfer therewith as collateral security the whole or any part of the Collateral; and all obligations, rights, powers and privileges herein provided shall inure to the benefit of the assignee and shall bind the successors and assigns of the parties hereto.

5.4       Duties Regarding Collateral

Beyond the safe custody thereof, Lender shall not have any duty as to any Collateral in its possession or control, or as to any preservation of any rights of or against other parties.

5.5       Collection From Account Debtors

Upon the occurrence and during the continuation of any Event of Default, Borrower shall, upon demand by Lender (and without any grace or cure period), notify all Account Debtors to make payment to Lender of any amounts due or to become due.  Borrower authorizes Lender to contact the Account Debtors for the purpose of having all or any of them pay their obligations directly to Lender.  Upon demand by Lender, Borrower shall enforce collection of any indebtedness owed to it by Account Debtors.

5.6       Inspection

Lender and its designees, from time to time at reasonable times and intervals, may inspect the Equipment and Inventory and inspect, audit and make copies of and extracts from all records and all other papers in the possession of Borrower.

5.7       Assignee Deposit Account

Upon an Event of Default and following demand by Lender, Borrower will transmit and deliver to Lender, in the form received, immediately after receipt, all cash, checks, drafts, Chattel Paper, Instruments or other writings for the payment of money including Investment Property (properly endorsed, where required, so that the items may be collected by Lender), if any, that may be received by Borrower at any time.  All items or amounts that are delivered by Borrower to Lender, or collected by Lender from the Account Debtors, shall be deposited at Lender’s sole discretion, (i) into an account of Lender and controlled by Lender (“Lender Account”); or (ii) to the credit of a Deposit Account (“Assignee Deposit Account”) of the Borrower controlled by Lender, either as security for the payment of the Secured Obligations.  Borrower shall have no right to withdraw any funds deposited in an Assignee Deposit Account or a Lender Account.  Lender may, from time to time in its discretion, and shall, upon the request of Borrower made not more than twice in any week, apply all or any of the balance, representing collected funds, in any Lender Account or Assignee Deposit Account, to payment of the Secured Obligations,

Execution Form 13 CFFC / Coronus Energy Security Agreement

whether or not then due, in such order of application, not inconsistent with the terms of the Note and this Agreement, as Lender may determine; and Lender may, from time to time in its discretion, release all or any of such balance to Borrower.

ARTICLE VI.LENDER’S RIGHTS AND REMEDIES

6.1       General

Upon the occurrence of any Event of Default, Lender may exercise its rights and remedies in the Note and in any other Loan Documents and any other rights and remedies at law and in equity, simultaneously or consecutively, all of which rights and remedies shall be cumulative.  The choice of one or more rights or remedies shall not be construed as a waiver or election barring other rights and remedies.  Borrower hereby acknowledges and agrees that Lender is not required to exercise all rights and remedies available to it equally with respect to all the Collateral and that Lender may select less than all the Collateral with respect to which the rights and remedies as determined by Lender may be exercised.

6.2       Notice of Sale; Duty to Assemble Collateral

In addition to or in conjunction with the rights and remedies referred to in Section 6.1 hereof, written notice mailed to Borrower at the address designated in the Note ten days or more prior to the date of public or private sale of any of the Collateral shall constitute reasonable notice.

6.3       Disposition of Collateral

In addition to all rights and remedies provided in this Agreement or by law, if an Event of Default occurs, Lender may dispose of any of the Collateral at public auction or private sale in its then present condition or following such preparation and processing as Lender deems commercially reasonable.  Lender has no duty to prepare or process the Collateral prior to sale.  Lender may disclaim warranties of title, possession, quiet enjoyment and the like.  Such actions by Lender shall not affect the commercial reasonableness of the sale.  Further, Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

ARTICLE VII.GENERAL PROVISIONS

7.1       Entire Agreement

This Agreement, together with the Note and the other Loan Documents, sets forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied oral or written, with respect thereto, except as contained or referred to herein.  This Agreement may not be amended, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of such amendment, waiver, discharge or termination is sought.

Execution Form 14 CFFC / Coronus Energy Security Agreement

7.2       Invalidity

If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereunder, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.

7.3       Nonwaiver and Nonexclusive Rights and Remedies

(a)       No right or remedy herein conferred upon or reserved to Lender is intended to be to the exclusion of any other right or remedy, but each and every such right or remedy shall be cumulative and shall be in addition to every other right or remedy given hereunder and now or hereafter existing at law or in equity.

(b)       No delay or omission by Lender in exercising any right or remedy accruing upon an Event of Default shall impair any such right or remedy, or shall be construed to be a waiver of any such Event of Default or an acquiescence therein, nor shall it affect any subsequent Event of Default of the same or of a different nature.

7.4       Termination of Security Interest

When all the Secured Obligations (other than inchoate indemnity obligations) have been paid in full and Lender’s commitment to make any advances has terminated, the security interest provided herein shall terminate and Lender shall return to Borrower all Collateral then held by Lender, if any, and upon written request of Borrower, shall provide to Borrower, in form for filing, termination statements of the security interests herein granted.  Thereafter, no party hereto shall have any further rights or obligations hereunder.

7.5       Successors and Assigns; Joint and Several Obligations

All rights of Lender hereunder shall inure to the benefit of its successors and assigns. The obligations and liabilities of Borrower under this Agreement shall be binding upon and enforceable against Borrower and its successors and assigns.

7.6       Lender’s Appointment as Attorney-in-Fact

(a)       Borrower hereby irrevocably constitutes and appoints Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Borrower and in the name of Borrower or in its own name, from time to time in Lender’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement; and without limiting the generality of the foregoing, Borrower hereby gives Lender the power and right, on behalf of Borrower, without consent by or notice to Borrower, to do the following:

(i)        upon the occurrence and during the continuation of any Event of Default, to transfer to Lender or to any other person all or any of said Collateral, to

Execution Form 15 CFFC / Coronus Energy Security Agreement

endorse any Instruments pledged to Lender and to fill in blanks in any transfers of Collateral, powers of attorney or other documents delivered to Lender;

(ii)       to pay or discharge taxes and liens levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement and to pay all or any part of the premiums therefor and the costs thereof;

(iii)      upon the occurrence and during the continuation of any Event of Default (A) to take possession of, endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Account, Assigned Agreement, Instrument or General Intangible or with respect to any other Collateral and (B) to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Lender for the purpose of collecting all such moneys due under any Account, Assigned Agreement, Financial Assets, Instrument, Investment Property, or General Intangible or with respect to any other Collateral whenever payable; and

(iv)      upon the occurrence and during the continuation of any Event of Default (A) to direct any party liable for any payment under any of the Collateral to make payment of all moneys due or to become due thereunder directly to Lender or as Lender shall direct; (B) to ask for, demand, collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharge or releases as Lender may deem appropriate; (G) to assign any Intellectual Property (along with the goodwill of the business to which any such Intellectual Property pertains) throughout the world for such terms or terms, on such conditions, and in such manner as Lender shall in its sole discretion determine; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Lender were the absolute owner thereof for all purposes; and to do, at Lender’s option and Borrower’s expense, at any time or from time to time, all acts and things that Lender deems necessary to protect, preserve or realize upon the Collateral and Lender’s liens thereon and to effect the intent of this Agreement, all as fully and effectively as Borrower might do.

(b)       Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof.  This power of attorney is a power coupled with an interest and shall be irrevocable.

Execution Form 16 CFFC / Coronus Energy Security Agreement

(c)       Borrower also authorizes Lender, at any time and from time to time, to execute, in connection with the sale provided for in Article VI hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral.

(d)       The powers conferred on Lender hereunder are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon Lender to exercise any such powers.  Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act hereunder.

7.7       Performance by Lender of Borrower’s Obligations

If Borrower fails to perform or comply with any of its agreements contained herein and Lender, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expense of Lender incurred in connection with such performance or compliance, together with interest thereon at the rate provided for in the Note upon the occurrence of an Event of Default, shall be payable by Borrower to Lender on demand and shall constitute Secured Obligations.

7.8       Governing Law

This Agreement and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with and shall be governed by the laws of the state of California, without regard to the choice of law rules thereof.

7.9       Notices

All notices provided under this Agreement will be in writing and will be transmitted in the manner and to the addresses required by the Note, or to such other addresses as the Lender and the Borrower may specify from time to time in writing.

7.10     Counterparts

This Agreement may be executed in one or more counterparts, each of which shall constitute an original Agreement, but all of which together shall constitute one and the same instrument.

[Signature Pages Follow]

Execution Form 17 CFFC / Coronus Energy Security Agreement

IN WITNESS WHEREOF, Borrower has caused these presents to be duly executed by its duly authorized signatories as of the day and year first above written.

BORROWER:
	CORONUS ENERGY CORP., a Delaware
	corporation
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President
	CORONUS 29-PALMS NORTH 1 LLC, a
	Delaware limited liability company
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President
	CORONUS 29-PALMS NORTH 2 LLC, a
	Delaware limited liability company
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President

18 CFFC / Coronus Energy Security Agreement

CORONUS 29-PALMS NORTH 3 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 3LLC, a
Delaware limited liability company
By:	Jeff Thachuk

19 CFFC / Coronus Energy Security Agreement

Name:	Jeff Thachuk
Title:	President

CORONUS JOSHUA TREE EAST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 3 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 4 LLC, a
Delaware limited liability company
By:	Jeff Thachuk

20 CFFC / Coronus Energy Security Agreement

Name:	Jeff Thachuk
Title:	President

CORONUS JOSHUA TREE EAST 5 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS APPLE VALLEY EAST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS APPLE VALLEY EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS ADELANTO WEST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk

21 CFFC / Coronus Energy Security Agreement

Name:	Jeff Thachuk
Title:	President

CORONUS ADELANTO WEST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President

22 CFFC / Coronus Energy Security Agreement

EXHIBIT A - Schedule of Owner and Project LLC's

Owner:               Coronus Energy Corporation

                      1100 - 1200 West 73rd Ave.

                      Vancouver, BC

                      Canada  V6P 6G5

Project LLCs:

1.   Coronus 29-Palms North 1 LLC, a Delaware limited liability company

2.   Coronus 29-Palms North 2 LLC, a Delaware limited liability company

3.   Coronus 29-Palms North 3 LLC, a Delaware limited liability company

4.   Coronus Yucca Valley East 1 LLC, a Delaware limited liability company

5.   Coronus Yucca Valley East 2 LLC, a Delaware limited liability company

6.   Coronus Yucca Valley East 3 LLC, a Delaware limited liability company

7.   Coronus Joshua Tree East 1 LLC, a Delaware limited liability company

8.   Coronus Joshua Tree East 2 LLC, a Delaware limited liability company

9.   Coronus Joshua Tree East 3 LLC, a Delaware limited liability company

10.   Coronus Joshua Tree East 4 LLC, a Delaware limited liability company

11.   Coronus Joshua Tree East 5 LLC, a Delaware limited liability company

12.   Coronus Apple Valley East 1 LLC, a Delaware limited liability company

13.   Coronus Apple Valley East 2 LLC, a Delaware limited liability company

14.   Coronus Adelanto West 1 LLC, a Delaware limited liability company

15.   Coronus Adelanto West 2 LLC, a Delaware limited liability company

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EXHIBIT B – Project LLC Plant Names, Location, and Owner

Plant Name:	Coronus 29-Palms North 1
Street Address:	4502 Mesquite Springs Road
City, State, Zip	Twentynine Palms, CA  92277
County:	San Bernardino
Latitude:	34.1707
Longitude:	-116.073
Owner Legal Name:	Coronus 29-Palms North 1 LLC
EIN	80-0828038
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus 29-Palms North 2
Street Address:	4502 Mesquite Springs Road
City, State, Zip	Twentynine Palms, CA  92277
County:	San Bernardino
Latitude:	34.1703
Longitude:	-116.0756
Owner Legal Name:	Coronus 29-Palms North 2 LLC
EIN	80-0836057
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus 29-Palms North 3
Street Address:	4502 Mesquite Springs Road
City, State, Zip	Twentynine Palms, CA  92277
County:	San Bernardino
Latitude:	34.170573
Longitude:	-116.078145
Owner Legal Name:	Coronus 29-Palms North 3 LLC
EIN	36-4739496
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

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Plant Name:	Coronus Yucca Valley East 1
Street Address:	60097 Alta Loma Tr.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.11969
Longitude:	-116.355914
Owner Legal Name:	Coronus Yucca Valley East 1 LLC
EIN	80-0835715
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Yucca Valley East 2
Street Address:	60097 Alta Loma Tr.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.11848
Longitude:	-116.355656
Owner Legal Name:	Coronus Yucca Valley East 2 LLC
EIN	90-0874868
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Yucca Valley East 3
Street Address:	60097 Alta Loma Tr.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.1178
Longitude:	-116.355658
Owner Legal Name:	Coronus Yucca Valley East 3 LLC
EIN	99-0383426
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

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Plant Name:	Coronus Joshua Tree East 1
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.137889
Longitude:	-116.226089
Owner Legal Name:	Coronus Joshua Tree East 1 LLC
EIN	80-0842132
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Joshua Tree East 2
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.139815
Longitude:	-116.226152
Owner Legal Name:	Coronus Joshua Tree East 2 LLC
EIN	99-0379528
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Joshua Tree East 3
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.13737
Longitude:	-116.227244
Owner Legal Name:	Coronus Joshua Tree East 3 LLC
EIN	99-0379566
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

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Plant Name:	Coronus Joshua Tree East 4
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.139815
Longitude:	-116.226152
Owner Legal Name:	Coronus Joshua Tree East 4 LLC
EIN	99-0381552
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Joshua Tree East 5
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.13737
Longitude:	-116.227244
Owner Legal Name:	Coronus Joshua Tree East 5 LLC
EIN	98-1074488
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

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Plant Name:	Coronus Apple Valley East 1
Street Address:	10501 Central Road
City, State, Zip	Apple Valley, CA  92308
County:	San Bernardino
Latitude:	34.4417
Longitude:	-117.171
Owner Legal Name:	Coronus Apple Valley East 1 LLC
EIN	41-2282036
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Apple Valley East 2
Street Address:	10501 Central Road
City, State, Zip	Apple Valley, CA  92308
County:	San Bernardino
Latitude:	34.4404
Longitude:	-117.171
Owner Legal Name:	Coronus Apple Valley East 2 LLC
EIN	98-1074961
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

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Plant Name:	Coronus Adelanto West 1
Street Address:	8970 Cassia Road
City, State, Zip	Adelanto, CA  92301
County:	San Bernardino
Latitude:	34.5493
Longitude:	-117.465
Owner Legal Name:	Coronus Adelanto West 1 LLC
EIN	99-0381592
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Adelanto West 2
Street Address:	8970 Cassia Road
City, State, Zip	Adelanto, CA  92301
County:	San Bernardino
Latitude:	34.5478
Longitude:	-117.465
Owner Legal Name:	Coronus Adelanto West 2 LLC
EIN	39-2079889
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

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EXHIBIT C – ASSIGNED AGREEMENTS

1)   Those certain Power Purchase Agreements by and between Southern California Edison Company, a California corporation, as electricity customer, and

a)   Coronus 29-Palms North 1 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.

b)   Coronus 29-Palms North 2 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.

c)   Coronus 29-Palms North 3 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.

d)   Coronus Yucca Valley East 1 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.

e)   Coronus Yucca Valley East 2 LLC, a Delaware Limited Liability Company, as Producer, dated August 30, 2012.

f)   Coronus Joshua Tree East 1 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.

g)   Coronus Joshua Tree East 2 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.

h)   Coronus Joshua Tree East 3 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.

i)   Coronus Joshua Tree East 4 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.

j)   Coronus Joshua Tree East 5 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.

k)   Coronus Apple Valley East 1 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.

l)   Coronus Apple Valley East 2 LLC, a Delaware Limited Liability Company, as Producer, dated December 7, 2012.

2)   Those certain Combined System Impact Study And Facilities Study Agreements, by and between Southern California Edison Company, a California corporation, and

a)   Coronus 29-Palms North 1 LLC, a Delaware Limited Liability Company, as Applicant, dated June 16, 2011 by Applicant.

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b)   Coronus 29-Palms North 2 LLC, a Delaware Limited Liability Company, as Applicant, dated June 16, 2011 by Applicant.

c)   Coronus 29-Palms North 3 LLC, a Delaware Limited Liability Company, as Applicant, dated December 13, 2011.

3)   Those certain System Impact Study Agreements, by and between Southern California Edison Company, a California corporation, and

a)   Coronus Yucca Valley East 1 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.

b)   Coronus Yucca Valley East 2 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.

c)   Coronus Yucca Valley East 3 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.

d)   Coronus Joshua Tree East 1 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.

e)   Coronus Joshua Tree East 2 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.

f)   Coronus Joshua Tree East 3 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.

g)   Coronus Joshua Tree East 4 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.

h)   Coronus Joshua Tree East 5 LLC, a Delaware Limited Liability Company, as Applicant, dated December 22, 2011.

i)   Coronus Apple Valley East 1 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.

j)   Coronus Apple Valley East 2 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.

k)   Coronus Adelanto West 1 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.

l)   Coronus Adelanto West 2 LLC, a Delaware Limited Liability Company, as Applicant, dated December 21, 2011.

4)   Those certain Combined System Impact and Facility Study Reports from  Southern California Edison Company, a California corporation, for Coronus Energy Corporation in

CFFC / Coronus Energy

Security Agreement

response to an application for interconnection service under California Renewable Energy Small Tariff (CREST) for the proposed solar project owned by

a)   Coronus 29-Palms North 1 LLC, a Delaware Limited Liability Company, dated June 7, 2012.

b)   Coronus 29-Palms North 2 LLC, a Delaware Limited Liability Company, dated June 27, 2012.

c)   Coronus 29-Palms North 3 LLC, a Delaware Limited Liability Company, dated August 14, 2012.

5)   Those certain System Impact Studies from  Southern California Edison Company, a California corporation, for Coronus Energy Corporation in response to an application for interconnection service under California Renewable Energy Small Tariff (CREST) for the proposed solar project owned by

a)   Coronus Yucca Valley East 1 LLC, a Delaware Limited Liability Company, dated July 13, 2012.

b)   Coronus Yucca Valley East 2 LLC, a Delaware Limited Liability Company, dated August 13, 2012.

c)   Coronus Yucca Valley East 3 LLC, a Delaware Limited Liability Company, dated December 14, 2012.

d)   Coronus Joshua Tree East 1 LLC, a Delaware Limited Liability Company, dated October 5, 2012.

e)   Coronus Joshua Tree East 2 LLC, a Delaware Limited Liability Company, dated October 5, 2012.

f)   Coronus Joshua Tree East 3 LLC, a Delaware Limited Liability Company, dated October 5, 2012.

g)   Coronus Joshua Tree East 4 LLC, a Delaware Limited Liability Company, dated October 5, 2012.

h)   Coronus Joshua Tree East 5 LLC, a Delaware Limited Liability Company, dated October 5, 2012.

i)   Coronus Apple Valley East 1 LLC, a Delaware Limited Liability Company, dated October 24, 2012.

j)   Coronus Apple Valley East 2 LLC, a Delaware Limited Liability Company, dated October 24, 2012.

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k)   Coronus Adelanto West 1 LLC, a Delaware Limited Liability Company, dated December 14, 2012.

l)   Coronus Adelanto West 2 LLC, a Delaware Limited Liability Company, dated December 14, 2012.

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EX-10.125

Exhibit 10.125

GUARANTY OF PAYMENT AND COMPLETION

This GUARANTY OF PAYMENT AND COMPLETION dated as of December 20, 2012, (this “Guaranty”), is executed by CORONUS SOLAR, INC., a company incorporated under the laws of Canada(“Guarantor”), to and for the benefit of CLEAN FOCUS FINANCING COMPANY, LP, a Delaware limited partnership (together with its successors and assigns, "Lender").

R E C I T A L S:

A.           Lender has agreed to make a loan in the stated principal amount of Four Million and 00/100 Dollars ($4,000,000.00) (the “Loan”) to CORONUS ENERGY CORP., a Delaware corporation (“Owner”), and the fifteen (15) Delaware limited liability companies identified on Exhibit A, in each of which Owner holds one hundred percent (100%) of the authorized and outstanding membership interests (the “Project Companies” and collectively with the Owner, the “Borrower”). The Loan is evidenced by a Promissory Note (the “Note”) of even date herewith between the Borrower and the Lender for the purpose of financing certain costs to develop, interconnect and permit fifteen (15) solar photovoltaic energy generation facilities of the Project Companies to be located in San Bernardino County, California, United States of America (the “Projects”).  All capitalized terms not otherwise defined herein shall have the meanings set forth in the Note.

B.           As a condition precedent to Lender’s extension of the Loan to Borrower and in consideration therefor, Lender has required the execution and delivery of (i) this Guaranty by Guarantor, (ii) that certain Promissory Note dated as of even date herewith, executed by Borrower and made payable to the order of Lender (the “Note”), evidencing the Loan, and (iii) the other Loan Documents (as defined in the Note).

C.           Guarantor is the sole owner of one hundred percent (100%) of the capital stock of the Owner and, receiving a benefit from the Lender’s entering into the Loan and having a financial interest in the development of the Projects, has agreed to execute and deliver this Guaranty to Lender.

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

A G R E E M E N T S:

1.Guaranty of Payment.  Guarantor hereby unconditionally, absolutely and irrevocably guaranties to Lender the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of the indebtedness and other obligations of Borrower to Lender evidenced by the Note and any other amounts that may become owing by Borrower under the Loan Documents (such indebtedness, obligations and other amounts are hereinafter referred to as “Payment Obligations”).  This Guaranty is a present and continuing guaranty of payment and not of collectability, and Lender shall not be required to prosecute collection, enforcement or other remedies against Borrower or any other guarantor of the Payment Obligations, or to enforce or resort to any collateral for the repayment of the Payment

Execution Form   1 Guaranty of Payment and Completion/ Coronus Solar

Obligations or other rights or remedies pertaining thereto, before calling on Guarantor for payment.  If for any reason Borrower shall fail or be unable to pay, punctually and fully as required under the Loan Documents, any of the Payment Obligations, Guarantor shall jointly and severally pay such obligations to Lender in full immediately upon demand.  One or more successive actions may be brought against any or all of Guarantor, as often as Lender deems advisable, until all of the Payment Obligations are paid and performed in full.  The Payment Obligations and the Construction Obligations (as defined below) together with all other payment and performance obligations of Guarantor hereunder, are referred to herein as the “Obligations”.

2.Performance Guaranty.

   (a)       Guarantor absolutely, unconditionally and irrevocably undertakes and guarantees, for the benefit of Lender and each and every present and future holder or holders of the Note or assignee or assignees of the Loan Documents, that all obligations of Borrower to continue development of the Projects, and comply with the terms and requirements of all Interconnection Agreements, Rule 21 generating facility interconnections requirements, conditional use permits and power purchase agreements under the CREST program with Southern California Edison (each a “CREST PPA”) and other  project agreements now existing or hereafter in existence as a result of the application of advances of the Loan and other performance obligations of Borrower relating to development of the Projects under the Loan Documents  (collectively, the “Construction Obligations”) shall be completed promptly when required pursuant to, and in accordance with, the terms and conditions contained in the Loan Documents, free and clear of any and all liens, charges, security interests and claims of any kind and nature whatsoever.  Guarantor shall cause the Construction Obligations to be performed, completed and paid for in the manner and at the applicable times required to be so performed, completed and paid for by Borrower, to the extent that Borrower fails to do so at any and all applicable times.

   (b)      Upon the occurrence of an Event of Default by Borrower under the Loan Documents, Guarantor agrees, on not more than fifteen (15) days written demand by Lender (a “Demand Notice”) to commence performance of the Construction Obligations and to diligently pursue performance thereof to completion, as described below.  Guarantor shall indemnify, defend and hold Lender harmless from and against any and all loss, damage, cost, expense, injury or liability Lender may suffer or incur in connection with third party claims brought as a result of the performance of the Construction Obligations by Guarantor (other than as a result of the gross negligence or willful misconduct of Lender or a delay caused by Lender).  If Guarantor fails to commence and pursue diligently the performance of the Construction Obligations within fifteen (15) days after its receipt of a Demand Notice, then, either before or after pursuing any other remedy of Lender against Guarantor or Borrower and regardless of whether Lender shall ever pursue any such other remedy, Lender shall have the right to complete the Construction Obligations, or call upon any other reputable parties to complete the Construction Obligations, in accordance with the applicable Interconnection Agreements, conditional use permits and applicable CREST PPAs, and shall have the right to expend such sums as Lender in its discretion deems proper in order so to complete the Construction Obligations.  During the course of any development activities undertaken by

Execution Form 2 Guaranty of Payment and Completion/ Coronus Solar

Lender or by any other party on behalf of Lender, Guarantor shall pay on demand any amounts due to any party necessary to complete the Construction Obligations, without regard to any limitation on liability set forth herein (except for the gross negligence or willful misconduct of Lender or a delay caused by Lender); provided, however, Guarantor’s liability shall not exceed the outstanding Payment Obligations at any time plus any other obligations incurred by Lender in connection with the Projects, including but not limited to obligations incurred by Lender to complete the Construction Obligations.  Lender at any time may require Guarantor to perform or supervise the performance of such work in lieu of Lender or any party engaged by Lender.  The obligations of Guarantor in connection with such work shall not be affected by any errors or omissions of Borrower, any Contractor or Subcontractor, or any agent or employee of any of them in design, supervision or performance of the work, it being understood that such risk is assumed by Guarantor.  Neither the completion of the Construction Obligations nor failure of said parties to complete the Construction Obligations shall relieve Guarantor of any liabilities hereunder; rather, such liability shall be continuing, except as otherwise provided herein, and may be enforced by Lender to the end that the Construction Obligations shall be completed timely as contemplated by the Note, the project agreements, and the plans and specifications, free of any liens, and without loss, expense, injury or liability of any kind to Lender.

   (c)      For purposes of this Section 2, the Construction Obligations shall be deemed to be completed upon delivery to Lender of evidence satisfactory to Lender  that the objective of each advance pursuant to the Loan has been achieved

3.Representations and Warranties.  The following shall constitute representations and warranties of Guarantor, and Guarantor hereby acknowledges that Lender intends to make the Loan in reliance thereon:

   (a)      Guarantor is not in default, in any material respect, and to Guarantor’s knowledge no event has occurred which, with the passage of time and/or the giving of notice, would constitute a default, under any agreement to which Guarantor is a party, the effect of which will materially impair performance by Guarantor of its obligations under this Guaranty.  Neither the execution and delivery of this Guaranty nor compliance with the terms and provisions hereof will violate any applicable law, rule, regulation, judgment, decree or order applicable to Guarantor, or will conflict with or result in any material breach of any of the terms, covenants, conditions or provisions of any indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind that creates, represents, evidences or provides for any lien, charge or encumbrance upon any of the property or assets of Guarantor, or any other indenture, mortgage, deed of trust, instrument, document, agreement or contract of any kind to which Guarantor is a party or to which Guarantor or the property of Guarantor may be subject.

   (b)      There are no litigation, arbitration, governmental or administrative proceedings, or actions, examinations, claims or demands pending, or to the knowledge of Guarantor, threatened that could materially adversely affect performance by Guarantor of its obligations under this Guaranty.

Execution Form 3 Guaranty of Payment and Completion/ Coronus Solar

 (c)        Neither this Guaranty nor any statement or certification as to facts previously furnished or required herein to be furnished to Lender by Guarantor, contains any material inaccuracy or untruth in any representation, covenant or warranty or omits to state a fact material to this Guaranty.

4.Continuing Guaranty.  Guarantor agrees that the performance of the Obligations by Guarantor shall be a primary obligation, shall not be subject to any counterclaim, set-off, abatement, deferment or defense based upon any claim that Guarantor may have against Lender, Borrower, any other guarantor of the Obligations or any other person or entity, and shall remain in full force and effect without regard to, and shall not be released, discharged or affected in any way by, any circumstance or condition (whether or not Guarantor shall have any knowledge thereof), including without limitation:

   (a)      any lack of validity or enforceability of any of the Loan Documents;

   (b)      any termination, amendment, modification or other change in any of the Loan Documents, including, without limitation, any modification of the interest rate(s) described therein;

   (c)      any furnishing, exchange, substitution or release of any collateral securing repayment of the Loan, or any failure to perfect any lien in such collateral;

   (d)      any failure, omission or delay on the part of Borrower, Guarantor, any other guarantor of the Obligations or Lender to conform or comply with any term of any of the Loan Documents or any failure of Lender to give notice of any Event of Default (as defined in the Note);

   (e)      any waiver, compromise, release, settlement or extension of time of payment or performance or observance of any of the obligations or agreements contained in any of the Loan Documents;

   (f)       any action or inaction by Lender under or in respect of any of the Loan Documents, any failure, lack of diligence, omission or delay on the part of Lender to perfect, enforce, assert or exercise any lien, security interest, right, power or remedy conferred on it in any of the Loan Documents, or any other action or inaction on the part of Lender;

   (g)      any voluntary or involuntary bankruptcy, insolvency, reorganization, arrangement, readjustment, assignment for the benefit of creditors, composition, receivership, liquidation, marshalling of assets and liabilities or similar events or proceedings with respect to Borrower, Guarantor or any other guarantor of the Obligations, as applicable, or any of their respective property or creditors, or any action taken by any trustee or receiver or by any court in any such proceeding;

   (h)      any merger or consolidation of either Borrower into or with any entity, or any sale, lease or transfer of any of the assets of either Borrower, Guarantor or any other guarantor of the Obligations to any other person or entity;

Execution Form 4 Guaranty of Payment and Completion/ Coronus Solar

   (i)       any change in the ownership of either Borrower or any change in the relationship between either Borrower, Guarantor or any other guarantor of the Obligations, or any termination of any such relationship;

   (j)       any release or discharge by operation of law of either Borrower, Guarantor or any other guarantor of the Obligations from any obligation or agreement contained in any of the Loan Documents; or

   (k)      any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing and whether foreseen or unforeseen, which otherwise might constitute a legal or equitable defense or discharge of the liabilities of a guarantor or surety or which otherwise might limit recourse against either Borrower or Guarantor to the fullest extent permitted by law.

5.Waivers.  To the extent permitted by applicable law, Guarantor expressly and unconditionally waives (i) notice of any of the matters referred to in Section 4 above, (ii) all notices which may be required by statute, rule of law or otherwise, now or hereafter in effect, to preserve intact any rights against Guarantor, including, without limitation, any demand, presentment and protest, proof of notice of non-payment under any of the Loan Documents and notice of any Event of Default or any failure on the part of Borrower, Guarantor or any other guarantor of the Obligations to perform or comply with any covenant, agreement, term or condition of any of the Loan Documents, (iii) any right to the enforcement, assertion or exercise against Borrower, Guarantor or any other guarantor of the Obligations of any right or remedy conferred under any of the Loan Documents, (iv) any requirement of diligence on the part of any person or entity, (v) any requirement on the part of Lender to exhaust any remedies or to mitigate the damages resulting from any default under any of the Loan Documents, and (vi) any notice of any sale, transfer or other disposition of any right, title or interest of Lender under any of the Loan Documents.

6.Subordination.  Guarantor agrees that any and all present and future debts and obligations of either Borrower to Guarantor are hereby subordinated to the claims of Lender and are hereby assigned by Guarantor to Lender as security for the Obligations and the obligations of Guarantor under this Guaranty.

7.Subrogation Waiver.  Until the Obligations are paid in full and all periods under applicable bankruptcy law for the contest of any payment by Guarantor or Borrower as a preferential or fraudulent payment have expired, Guarantor knowingly, and with advice of counsel, to the extent permitted by applicable law, waives, relinquishes, releases and abandons all rights and claims to indemnification (except as provided herein), contribution, reimbursement, subrogation and payment which Guarantor may now or hereafter have by and from either Borrower and the successors and assigns of either Borrower, for any payments made by Guarantor to Lender, including, without limitation, any rights which might allow either Borrower, either Borrower’s successors, a creditor of either Borrower, or a trustee in bankruptcy of either Borrower to claim in bankruptcy or any other similar proceedings that any payment made by either Borrower or either Borrower’s successors and assigns to Lender was on behalf of or for the benefit of Guarantor and that such payment is recoverable by either Borrower, a creditor or trustee in bankruptcy of either Borrower as a preferential payment, fraudulent

Execution Form 5 Guaranty of Payment and Completion/ Coronus Solar

conveyance, payment of an insider or any other classification of payment which may otherwise be recoverable from Lender.

8.Reinstatement.  The obligations of Guarantor pursuant to this Guaranty shall continue to be effective or automatically be reinstated, as the case may be, if at any time payment of any of the Obligations or the obligations of Guarantor under this Guaranty is rescinded or otherwise must be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Guarantor or Borrower or otherwise, all as though such payment had not been made.

9.Financial Statements.  Guarantor represents and warrants to Lender that (a) the financial statements of Guarantor previously submitted to Lender are true, complete and correct in all material respects, disclose all actual and contingent liabilities, and fairly present the financial condition of Guarantor as of the date thereof, and do not contain any untrue statement of a material fact or omit to state a fact material to the financial statements submitted or this Guaranty, and (b) no material adverse change has occurred in the financial statements from the dates thereof until the date hereof.  Guarantor shall furnish to Lender such additional financial statements as Lender may reasonably request.

10.   Transfers; Sales, Etc.  Guarantor shall not sell, lease, transfer, convey or assign any of Guarantor’s assets, including in particular but notwithstanding the generality of this prohibition, any of Guarantor’s assets which have been assigned or pledged as additional security for the Loan and the Note, unless such sale, lease, transfer, conveyance or assignment would not materially and adversely affect Guarantor’s ability to meet its obligations under this Guaranty.

11.   Enforcement Costs.  If:  (a) this Guaranty, is placed in the hands of one or more attorneys for collection or is collected through any legal proceeding; (b) one or more attorneys is retained to represent Lender in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Guaranty, or (c) one or more attorneys is retained to represent Lender in any other proceedings whatsoever in connection with this Guaranty, then Guarantor shall pay to Lender upon demand all fees, costs and expenses incurred by Lender in connection therewith, including, without limitation, reasonable attorney’s fees, court costs and filing fees (all of which are referred to herein as the “Enforcement Costs”), in addition to all other amounts due hereunder; provided, however, that if the highest court (whether trial or appellate) hearing an action brought by Lender against Guarantor hereunder determines that the defense or defenses raised by Guarantor in such action is or are a valid defense to all relief sought by Lender, Guarantor shall not be obligated to pay Enforcement Costs with respect to such action.

12.   Successors and Assigns.  This Guaranty shall inure to the benefit of Lender and its successors and assigns.  This Guaranty shall be binding on Guarantor and the respective heirs, legatees, successors and assigns of each Guarantor.  Guarantor agrees and acknowledges that the liability of Guarantor hereunder is independent of any other guarantees or other obligations at any time in effect with respect to the Obligations or any part thereof, and that the liability of Guarantor hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or other obligations.

Execution Form 6 Guaranty of Payment and Completion/ Coronus Solar

13.  No Waiver of Rights.  No delay or failure on the part of Lender to exercise any right, power or privilege under this Guaranty or any of the other Loan Documents shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege shall preclude any other or further exercise thereof or the exercise of any other power or right, or be deemed to establish a custom or course of dealing or performance between the parties hereto. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.  No notice to or demand on Guarantor in any case shall entitle Guarantor to any other or further notice or demand in the same, similar or other circumstance.

14.  Modification.  The terms of this Guaranty may be waived, discharged, or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.  No amendment, modification, waiver or other change of any of the terms of this Guaranty shall be effective without the prior written consent of Lender.

15.  Joinder.  Any action to enforce this Guaranty may be brought against Guarantor without any reimbursement or joinder of Borrower or any other guarantor of the Obligations in such action.

16.  Severability.  If any provision of this Guaranty 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, Guarantor 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 Guaranty 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.

17.  Applicable Law.  This Guaranty is governed as to validity, interpretation, effect and in all other respects by laws and decisions of the State of California.

18.  Notices.  Any notices, communications and waivers under this Guaranty shall be in writing and shall be (i) delivered in person, (ii) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or (iii) sent by overnight express carrier, addressed in each case as follows:

To Lender:	Clean Focus Financing Company, LP 150 Mathilda Place Suite 206 Sunnyvale, California  94086 Attn:           Stanley Chin
To Guarantors:	Coronus Solar, Inc. 1600 - 609 Granville Street Vancouver, British Columbia Canada  V7Y IC3 Attn:           Jeff Thachuk, President

Execution Form 7 Guaranty of Payment and Completion/ Coronus Solar

or to any other address as to any of the parties hereto, as such party shall designate in a written notice to the other party hereto.  All notices sent pursuant to the terms of this Section shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by overnight, express carrier, then on the next Business Day immediately following the day sent, or (iii) if sent by registered or certified mail, then on the earlier of the third Business Day following the day sent or when actually received.

19.CONSENT TO JURISDICTION.  TO INDUCE LENDER TO ACCEPT THIS GUARANTY, GUARANTOR IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS GUARANTY MAY BE LITIGATED IN STATE OR FEDERAL COURT SITTING IN THE COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, UNITED STATES OF AMERICA.  GUARANTOR HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF STATE OR FEDERAL COURT WITH APPLICABLE JURISDICTION SITTING IN THE COUNTY OF SANTA CLARA, STATE OF UNITED STATES OF AMERICA, WAIVES PERSONAL SERVICE OF PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO GUARANTOR AT THE ADDRESSES STATED HEREIN AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

20.  WAIVER OF JURY TRIAL.  GUARANTOR AND LENDER (BY ACCEPTANCE HEREOF), HAVING BEEN REPRESENTED BY COUNSEL, KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.  GUARANTOR AGREES THAT GUARANTOR WILL NOT ASSERT ANY CLAIM AGAINST LENDER ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.

21.   Counterparts; Facsimile Signatures.  This Guaranty may be executed in any number of counterparts, all of which shall be taken to be one and the same instrument, for the same effect as if all parties hereto had signed the same signature page.  Receipt of an executed signature page to this Guaranty by facsimile or other electronic transmission shall constitute effective delivery thereof.

Execution Form 8 Guaranty of Payment and Completion/ Coronus Solar

22.  Further Covenants.  To the extent of any inconsistency between this Section 22 and the other provisions of this Guaranty, the terms and provisions of this Section shall govern and control.  To the extent permitted by applicable law, Guarantor hereby waives and agrees not to assert or take advantage of any defense based upon:

   (a)      The incapacity, lack of authority, death or disability of Borrower or any other person or entity.

   (b)      The failure of Lender to commence an action against Borrower or any other Guarantor or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy whatsoever at anytime.

   (c)      Lack of notice of default, demand of performance or notice of acceleration to Borrower, any other Guarantor or any other party with respect to the Loan or the obligations guaranteed under this Agreement.

   (d)      The consideration for this Guaranty.

   (e)      Any acts or omissions of Lender that vary, increase or decrease the risk on any Guarantor.

   (f)       Any statute of limitations affecting the liability of any Guarantor hereunder, the liability of Borrower or any Guarantor under the Loan Documents, or the enforcement hereof, to the extent permitted by law.

   (g)      The application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lender or intended or understood by Lender or Guarantor.

   (h)      Lender’s election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b) (2) of the Federal Bankruptcy Code or any successor statute.  "Bankruptcy Code" shall mean 11 U.S.C. Sections 101 et seq., as modified and/or recodified from time to time.

   (i)       Any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code.

   (j)       All rights and defenses that Guarantor may have because Borrower’s debt is secured by real property.  This means, among other things:

 (i)          Lender may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower.

 (ii)         If Lender forecloses on any real property collateral pledged by Borrower:

Execution Form 9 Guaranty of Payment and Completion/ Coronus Solar

 (A)           The amount of the debt may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price.

 (B)           Lender may collect from Guarantor even if Lender, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower, or both of them.

This is an unconditional and irrevocable waiver of any rights and defenses Guarantor may have because Borrower's debt is secured by real property.

   (k)      Any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal.

   (l)       Any claim or other rights which Guarantor may now have or hereafter acquire against Borrower that arise from the existence or performance of Guarantor's obligations under this Guaranty or any of the other Loan Documents, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification (except as otherwise provided herein), any right to participate in any claim or remedy of Lender against Borrower or any collateral which Lender now has or hereafter acquires, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, by any payment made hereunder or otherwise, including, without limitation, the right to take or receive from Borrower, directly or indirectly, in cash or other property or by setoff or in any other manner, payment or security on account of such claim or other rights.

   (m)     Any duty on the part of Lender to disclose to Guarantor any facts Lender may now or hereafter know about either Borrower, regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume, or has reason to believe that such facts are unknown to Guarantor, or has a reasonable opportunity to communicate such facts to Guarantor, since Guarantor acknowledges that Guarantor is fully responsible for being and keeping informed of the financial condition of each Borrower and of all circumstances bearing on the risk of nonperformance of any obligations hereby guaranteed.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Execution Form 10 Guaranty of Payment and Completion/ Coronus Solar

IN WITNESS WHEREOF, Guarantor has executed this Guaranty of Payment and Completion as of the date first above written.

GUARANTOR:

CORONUS SOLAR INC., a company incorporated under

the laws of Canada

By:           Jeff Thachuk

Name:      Jeff Thachuk

Title:         President

Execution Form 11 Guaranty of Payment and Completion/ Coronus Solar

EXHIBIT A - Schedule of Owner and Project LLC's

Owner:               Coronus Energy Corporation

                          1100 - 1200 West 73rd Ave.

                          Vancouver, BC

                          Canada  V6P 6G5

Project LLCs:

1.   Coronus 29-Palms North 1 LLC, a Delaware limited liability company

2.   Coronus 29-Palms North 2 LLC, a Delaware limited liability company

3.   Coronus 29-Palms North 3 LLC, a Delaware limited liability company

4.   Coronus Yucca Valley East 1 LLC, a Delaware limited liability company

5.   Coronus Yucca Valley East 2 LLC, a Delaware limited liability company

6.   Coronus Yucca Valley East 3 LLC, a Delaware limited liability company

7.   Coronus Joshua Tree East 1 LLC, a Delaware limited liability company

8.   Coronus Joshua Tree East 2 LLC, a Delaware limited liability company

9.   Coronus Joshua Tree East 3 LLC, a Delaware limited liability company

10.   Coronus Joshua Tree East 4 LLC, a Delaware limited liability company

11.   Coronus Joshua Tree East 5 LLC, a Delaware limited liability company

12.   Coronus Apple Valley East 1 LLC, a Delaware limited liability company

13.   Coronus Apple Valley East 2 LLC, a Delaware limited liability company

14.   Coronus Adelanto West 1 LLC, a Delaware limited liability company

15.   Coronus Adelanto West 2 LLC, a Delaware limited liability company

Execution Form 12 Guaranty of Payment and Completion/ Coronus Solar

EX-10.126

Exhibit 10.126

COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT

THIS COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT (“Assignment”) is made as of, and is effective as of, December 20, 2012, by CORONUS ENERGY CORP., a Delaware corporation (“Assignor”) to and for the benefit of CLEAN FOCUS FINANCING COMPANY, LP, a Delaware limited partnership, its successors and assigns (“Lender”).

RECITALS:

A.       Lender has agreed to make a loan in the stated principal amount of up to Four  Million and 00/100 Dollars ($4,000,000.00)(the “Loan”) to Assignor and the fifteen (15) project companies listed on Exhibit A (the “Project Companies” and together with Assignor, collectively, “Borrower”).  The Loan is evidenced by that certain Promissory Note of even date herewith in the stated principal amount of up to Four Million and 00/100 Dollars ($4,000,000.00)(as amended from time to time, the "Note") for the purpose of financing certain development costs incurred by the solar photovoltaic electric generation installations (individually, a “Project” and collectively, the “Projects”) being developed by Assignor at location in San Bernardino County, California, USA.

B.       Assignor is the owner of one hundred percent (100%) of the authorized membership interest in each of the Delaware limited liability company Project Companies listed on Exhibit A.

C.       Each Project Company has, is, or will be, entering into certain agreements for the land rights, construction, installation, operation and maintenance of its Project and the sale of the electric output of the Project to Southern California Edison pursuant to its individual Southern California Edison CREST Power Purchase Agreement (a “CREST PPA”).

D.       The Loan is evidenced by the Note of even date herewith made by Borrower to the order of Lender, and is secured by, among other documents and instruments of which this Collateral Assignment and Pledge Agreement assigning Borrower’s interests in the purchase agreements and parcels encumbering the respective interests of Owner in real property located in San Bernardino County, California, and described on Exhibit B attached hereto is one, those certain Mortgages, Assignment of Rents, Security Agreement and Financing Statement to be dated and executed by each Borrower following the first advance of the Loan, (together with all modifications, amendments, restatements and replacements thereof, the “Mortgages”) (the real property and other interests in real property being collectively referred to herein as the  "Property"),a Collateral Assignment and Pledge Agreement  and a Guaranty by Coronus Solar Inc. (“Coronus Solar”), a Canadian corporation, the sole shareholder of Owner.  The Note, this Collateral Assignment and Pledge Agreement, the Mortgages, the Collateral Assignment and Pledge Agreement of Coronus Solar, the Guaranty of Coronus Solar and all other documents evidencing or securing the Loan are hereinafter referred to as the “Loan Documents”.

E.       Assignor is the owner of all membership interests in the Project Companies and is a wholly owned subsidiary of Coronus Solar. In order to secure all amounts due under the Note and all other obligations of Borrower now or hereafter existing, whether direct or indirect, absolute or contingent, under any of the Loan Documents (which indebtedness and obligations

Execution Form 1 Assignment of Member Interests / Coronus Energy Corp.

are hereinafter referred to as the “Obligations”), the Assignor has agreed to assign the collateral described below.

F.        The capitalized terms used but not defined herein shall have the meanings assigned to them in the Loan Agreement.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound, the Assignor hereby covenants and agrees as follows:

1.        Security Interest.  Assignor hereby pledges, transfers and assigns to the Lender a first and superior security interest (the "Security Interest") in the following described items, and all interest received thereon, all renewals, replacements, and substitutions therefor and in all proceeds thereof in any form (the "Collateral"):

(a)       all of Assignor’s right, title and interest in, to, and under the Assignor’s rights as the sole member of the Project Companies, whether now or hereafter existing, or now or hereafter acquired (the “Any Project Company Membership Interests”), including but not by way of limitation, (i) its interest in the income, all distributions, repayment of capital contributions, deductions, losses, and tax benefits (including any tax credits allocated or available to the Assignor), (ii) its interest with respect to any and all loans made by any Project Company to any person or entity, (iii) any other sums, payments, fees or other amounts to which Assignor may be entitled from any Project Company as the sole member thereof, (iv) that certain Operating Agreement of each Project Company as now existing, to be entered into, as it may be amended, supplemented, and/or restated from time to time (each a “Project Company Operating Agreement”), (v) all voting rights of the Assignor under each Project Company Operating Agreement, as it may be amended, supplemented, and/or restated from time to time, and (vi) all books and records pertaining to any of the above described property, including, but not limited to, any computer readable memory and any computer hardware or software.

(b)       all of Assignor’s right, title and interest in, to, and under, if any, each of the agreements and documents listed on Exhibit C hereto.

(c)       all of Assignor’s right, title and interest in, to, and under, if any, any contracts, permits, applications or other documents or agreements entered into or submitted by any of the  Project Companies,

2.        Indebtedness Secured.  The Security Interest secures payment of any and all Obligations whether now existing or hereafter incurred, of every kind and character, direct or indirect, and whether such Obligations are from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred.

3.        Representations and Warranties of Assignor. Assignor represents and warrants and, so long as this Assignment is in effect, it shall be deemed continuously to represent and warrant that:

Execution Form 2 Assignment of Member Interests / Coronus Energy Corp.

(a)       Assignor is authorized to enter into this Assignment, which is the legal, valid and binding obligation of Assignor enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws.

(b)       Assignor is the owner of the Collateral free and clear of any other voluntary or involuntary security interest, lien, claim or encumbrance of any nature.

(c)       Assignor is the sole member and manager, or managing member, of each Project Company.

4.        Covenants of Assignor.  So long as this Assignment is in effect:

(a)       Assignor will defend the Collateral against the claims and demands of all other parties; will keep the Collateral free from all security interests or other encumbrances, except as contemplated by the Loan Documents; and will not sell, transfer, assign, deliver or otherwise dispose of any Collateral or any interest therein without the prior written consent of Lender except as permitted by the Loan Documents.

(b)       Any Collateral, including any profits (but not losses), incomes, contributions, proceeds and any other sums, fees or amounts which the Assignor receives or is entitled to from any Project Company will be immediately delivered to the Lender as cash Collateral to be held by the Lender for the purpose of securing the payment or performance of the Obligations.  

(c)       Assignor will execute such additional documents and take such further actions as may be required to carry out the provisions and intent of this Assignment. Assignor hereby authorizes the filing of a financing statement or statements, and such amendments thereto and continuations thereof as may be required or advisable to perfect and maintain the continuous perfection of the Security Interests.  In addition, Assignor grants to Lender a power of attorney coupled with an interest to effectuate the terms of the foregoing sentence and to file all continuations, renewals or amended financing statements without the signature of Assignor.

(d)       Assignor agrees not to amend or voluntarily permit the amendment of  any Project Company Operating Agreement without the prior written consent of the Lender.

(e)       Assignor covenants and agrees not to voluntarily withdraw as member or managing member of any Project Company without the prior written consent of the Lender.

(f)        Assignor shall cause each Project Company to comply with each of the agreements to which each such entity is a party.

5.        Events of Default; Remedies.

(a)       Any of the following events or conditions shall constitute an "Event of Default" hereunder: (i) failure of Assignor to pay, perform or observe any of the Assignor’s obligations set forth herein, if such failure shall continue for ten (10) days after written notice thereof is sent to Assignor, or (ii) the occurrence of an Event of Default under any of the Loan Documents.

Execution Form 3 Assignment of Member Interests / Coronus Energy Corp.

(b)       Lender shall have all rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code and under any applicable law, as the same may from time to time be in effect, in addition to those rights granted herein and in any other agreement now or hereafter in effect between Assignor and Lender.

(c)       Assignor agrees to pay on demand all costs and expenses incurred by Lender enforcing this Assignment, in realizing upon or protecting any Collateral and in enforcing and collecting any Indebtedness or any guaranty thereof, including, without limitation, if Lender retains counsel for advice, suit, appeal, insolvency or other proceedings under the federal Bankruptcy Code (11 U.S.C. §101, et seq.) or otherwise, or for any of the above purposes, the reasonable attorneys' fees and expenses incurred by Lender.  Payment of all moneys hereunder is secured by the Collateral.

(d)       If, at any time when Lender shall determine to exercise its right to sell the whole or any part of the Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (or any similar statute then in effect) (the “Act”), then Lender may (subject only to requirements of applicable law), sell such Collateral or part thereof by private sale in such commercially reasonable manner as Lender may deem necessary or advisable, but subject to the other requirements of this Section 5(d), and shall not be required to effect such registration or to cause the same to be effected.  Without limiting the generality of the foregoing, in any such event, Lender may (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under said Act, (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Collateral or any part thereof.  In addition to a private sale as provided above in this Section 5(d), if any of the Collateral shall not be freely distributable to the public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 5(d) then Lender shall not be required to effect such registration or cause the same to be effected but (subject only to requirements of applicable law) may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions:

 (i)          as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale;

 (ii)         as to the content of legends to be placed upon any certificates representing the Collateral sold in such sale, including restrictions on future transfer thereof;

 (iii)        as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about the Assignor and such Person’s intentions as to the holding of the Collateral so sold for investment for its own account and not with a view to the distribution thereof; and

Execution Form 4 Assignment of Member Interests / Coronus Energy Corp.

 (iv)        as to such other matters as Lender may deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ right and the Act and all applicable state securities laws.

 The proceeds of, and other realization upon, the Collateral by virtue of the exercise of remedies under this Section 5(d) shall be deposited into an account designated by Lender and applied in accordance with the provisions of the Note.

(e)       If the proceeds of, or other realization upon, the Collateral by virtue of the exercise of remedies under Section 5(d) are insufficient to cover the costs and expenses of such exercise and the payment in full of the Obligations, Assignor shall remain liable for any deficiency to the extent provided under applicable Legal Requirements.

(f)        Private Sale.

 (i)          Lender shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5(d) conducted in a commercially reasonable manner.  Without limiting the foregoing, Assignor hereby waives any claims against Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Lender accepts the first offer received and does not offer the Collateral to more than one offeree.

 (ii)         Assignor recognizes that, by reason of certain prohibitions contained in the Act and applicable state securities laws, Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale.  Assignor acknowledges that any such private sales may be at prices and on terms less favorable to Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale conducted in accordance with this Assignment shall be deemed to have been made in a commercially reasonable manner and that Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

(g)        Assignor will take no action, as contemplated by Section 8-103 of the UCC or otherwise, that would cause any of the Pledged Interests to fall within the definition of “security” under Article 8 of the UCC, including but not limited to (i) entering into an amendment to any Project Company Operating Agreement or any other writing or agreement purporting to opt in to Article 8 of the UCC pursuant to Section 8-103 thereof or (ii) transferring any of the Pledged Interests to a securities account.

(h)        Assignor shall not consent to the issuance of any certificate to evidence

Execution Form 5 Assignment of Member Interests / Coronus Energy Corp.

any of the Pledged Interests.

(i)         Assignor shall (i) if any Pledged Interests now or in the future exists in certificated form, deliver to Lender any and all certificates representing the Pledged Interests, duly endorsed in blank; (ii) with respect to any part of the Collateral that constitutes an uncertificated security, cause any issuer thereof to register Lender as the registered owner of such uncertificated security or to enter into agreements to establish Lender’s control (within the meaning of Section 8-106 of the UCC) over such uncertificated securities.

6.        Authority of Lender.  Assignor hereby irrevocably appoints Lender the Assignor's true and lawful attorney, with full power of substitution, in Assignor's name or in Lender's name, or otherwise, for Lender's sole use and benefit, but at Assignor's cost and expense, to exercise at any time and from time to time all or any of the following powers with respect to all or any of the Collateral:

(a)       Upon the occurrence of any Event of Default as set forth in paragraph 5 above:

 (i)         To demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due upon or by virtue thereof.

 (ii)        To receive, take, hold, endorse, collect, assign and deliver any and all checks, notes, drafts, documents and other negotiable and non-negotiable instruments and chattel paper taken or received by Lender in connection herewith.

 (iii)       To settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto.

 (iv)       To sell, transfer, assign or otherwise deal in or with the same, or the proceeds or avails thereof, or to renew the same, as fully and effectively as if Lender were absolute the owner thereof, and to make any allowance and other adjustment with reference thereto.

 (v)        To collect on the Collateral, whether or not any action of Lender results in the imposition of any penalty.  Assignor authorizes Lender from time to time to renew any Collateral at its maturity, on such terms as Lender deems appropriate.

(b)       Prior to or upon the occurrence of an Event of Default as set forth in paragraph 5 above:

 (i)         To receive, take, hold, endorse and collect any and all checks, notes, drafts, documents and other negotiable and non-negotiable instruments and chattel paper and to retain in a cash collateral account the cash proceeds thereof and/or after an Event of Default to apply the same to the Obligations.

 (ii)        To require the Assignor to effect collection on any such Collateral which has become due and to remit the proceeds (less reasonable costs of

Execution Form 6 Assignment of Member Interests / Coronus Energy Corp.

collection, including reasonable attorneys' fees and expenses) promptly upon receipt for deposit in a cash collateral account with the Lender.

The powers conferred upon the attorney-in-fact hereunder are solely to protect the interest in the Collateral of the Lender and shall not impose any duty upon any such attorney-in-fact to exercise any such powers.  The attorney-in-fact shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to Assignor or any Project Company for any act or failure to act unless such action or failure to act constitutes gross negligence.

7.        Limitation on Lender’s Duty in Respect of Collateral.

(a)       Except as expressly provided in the Uniform Commercial Code under applicable law, the Lender shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Lender or as to any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

(b)       The powers conferred upon the Lender by this Assignment are to protect its interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers.  The Assignor hereby agrees that the Lender shall not be liable for, nor shall the indebtedness evidenced by the Obligations be diminished by, the Lender’s delay or failure to collect upon, foreclose, sell, take possession of or otherwise obtain value for the Collateral.

(c)       Except as may be required by the provisions hereunder, and to the fullest extent permitted by applicable law, the Lender shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against Borrower or other person.  The Assignor waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Lender to proceed against Borrower or other person, exhaust any Collateral or enforce any other remedy which the Lender now has or may hereafter have against Borrower or other person.

(d)       The security interests are granted as security onlyand shall not subject the Lender to, or transfer or in any way, affect or modify, any obligation or liability of the Assignor with respect to any of the Collateral or any transaction in connection therewith.  The Assignor shall remain liable under each Project Company Operating Agreement to the extent set forth therein to perform its duties and obligations thereunder to the same extent as if this Assignment had not been executed.  The exercise by the Lender of any of its rights hereunder shall not release the Assignor from any of its duties or obligations under any Project Company Operating Agreement, and the Lender shall not have any obligation or liability under the any Project Company Operating Agreement by reason of this Assignment or otherwise, nor shall the Lender be obligated to perform any of the obligations or duties of the Assignor thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Assignor or the Lender or the sufficiency of any performance by any party under any Project Company Operating Agreement or to take any action to collect or enforce any claim for payment assigned hereunder.  The Lender shall not by reason of this Assignment or the exercise of any

Execution Form 7 Assignment of Member Interests / Coronus Energy Corp.

remedies hereunder become responsible or liable in any manner or to any extent for the obligations and liabilities of Borrower or any Project Company, whether now existing or hereafter incurred. The Assignor specifically understands and agrees that the Lender shall have no responsibility for (i) collecting or protecting any income, earnings, or proceeds with regard to the Collateral, (ii) preserving any of the Assignor’s rights against parties to the Collateral or against third persons, (iii) ascertaining any maturities, calls, conversion rights, exchanges, offers, tenders or similar matters relating to the Collateral, or (iv) informing the Assignor about any of these matters, whether or not the Lender actually has or is deemed to have knowledge thereof.

8.         Notices.All notices provided under this Assignment will be in writing and will be transmitted in the manner and to the addresses required by the Note, the Stock Purchase Agreement to be entered into between the Lender and Coronus Solar (the “Stock Purchase Agreement”), or to such other addresses as the Lender and Assignor may specify from time to time in writing.  Notice sent to Borrower and/or any Project Company in accordance with the requirements of the Stock Purchase Agreement shall be deemed notice to the Assignor under this Assignment.

9.        Miscellaneous.

(a)       Without limiting any other right of Lender, whenever Lender has the right to declare any Obligations to be immediately due and payable (whether or not is has so declared), Lender at its sole election, may set off against the Obligations any and all moneys then or thereafter owed to Assignor by Lender in any capacity, whether or not the Obligations or the obligation to pay such moneys owed by Lender are then due, and Lender shall be deemed to have exercised such right of set off immediately at the time of such election though any charge therefor is made or entered on Lender's records subsequent thereto.

(b)       No course of dealing between Assignor and Lender and no delay or omission by Lender in exercising any right or remedy hereunder or with respect to any Obligations shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other right or remedy. Lender may remedy any default by Assignor hereunder or with respect to any Obligations in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by Assignor.  All rights and remedies of Lender hereunder are cumulative.

(c)       The Assignor hereby waives any right to require that the Lender proceed against any real or personal property or any guaranty given as security for the Obligations whether or not now existing or hereafter given, before exercising its rights and remedies with respect to the Collateral.

(d)       Lender and Assignor as used herein shall include the heirs, executors or administrators, or successors, or assigns, of those parties.

(e)       No modification, rescission, waiver, release or amendment of any provision of this Assignment shall be made except by a written agreement subscribed by Assignor and by a duly authorized officer of Lender.

Execution Form 8 Assignment of Member Interests / Coronus Energy Corp.

(f)        This Assignment and the transaction evidenced hereby shall be construed under the laws of the State of California of the United States of America, as the same may from time to time be in effect.

(g)       This Assignment shall remain in full force and effect until all of the Obligations outstanding, or contracted or committed for (whether or not outstanding), shall be finally and irrevocably paid in full. If, after receipt of any payment of all or any part of the Obligations, Lender is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible set off, or a diversion of trust funds, or for any other reason, this Assignment shall continue in full force notwithstanding any contrary action which may have been taken by Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to Lender's rights under this Assignment and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

10.      Severability of Provisions.  Any provision of this Assignment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Assignment or affecting the validity or enforceability of such provision in any other jurisdiction.

11.      Headings.  The paragraph headings of this Assignment are included herein for convenience of reference only and shall not constitute a part of this Assignment for any other purpose.

12.      Counterparts.  This Assignment may be executed in counterparts, each of which, when taken together, shall be construed as one and the same instrument.

13.      Indemnity.  The Assignor agrees to indemnify and hold harmless the Lender, its officers, directors, employees and agents (the “Indemnified Parties”) from and against any and all claims, losses, penalties, fines, costs, damages and liabilities (including reasonable attorneys fees and expenses) (collectively, the “Claims”) growing out of or resulting from this Assignment (including, without limitation, enforcement hereof), except Claims resulting solely from the Indemnified Parties’ gross negligence or willful misconduct.  The indemnification of the Indemnified Parties as provided in this paragraph 13 shall remain in full force and effect if any such Claims or liabilities, directly or indirectly, result from, arise out of, or relate to, or are asserted to have resulted from, arisen out of or related to, the sole or contributory negligence (but not gross negligence) of the Indemnified Parties.  The provisions of this paragraph 13 shall survive the termination of this Assignment and the Loan.

14.      Conversion and Termination.  Assignor acknowledges that upon the closing and transfer by Coronus Solar of the outstanding share of Assignor to Lender, Lender shall convert the amount of the Loan then advanced into capital contributions to those Project Companies for which Loan advances have been made (the “Loan Conversion”). Upon the Loan Conversion the Lender’s obligation to make additional advances pursuant to the Loan shall terminate and this Assignment shall automatically terminate.  If the Loan Conversion does not occur, then upon the irrevocable payment and discharge of all of the Obligations (other than inchoate indemnity

Execution Form 9 Assignment of Member Interests / Coronus Energy Corp.

obligations), this Assignment shall automatically terminate and the Lender shall, at the expense of Borrower, terminate any financing statements with respect thereto filed by Lender.

15.      Waiver of Special Damages.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ASSIGNOR SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST LENDER, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS ASSIGNMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS, THE LOAN OR THE USE OF THE PROCEEDS THEREOF.

16.      Jury Waiver.  ASSIGNOR AND LENDER (BY ITS ACCEPTANCE HEREOF) EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  ASSIGNOR AND LENDER (BY ITS ACCEPTANCE HEREOF) (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[Signature Pages Follow]

Execution Form 10 Assignment of Member Interests / Coronus Energy Corp.

 IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the day and year first above written.

ASSIGNOR:
	CORONUS ENERGY CORP., a Delaware
	corporation
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President
	CORONUS 29-PALMS NORTH 1 LLC, a
	Delaware limited liability company
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President
	CORONUS 29-PALMS NORTH 2 LLC, a
	Delaware limited liability company
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Title:	President
	CORONUS 29-PALMS NORTH 3 LLC, a
	Delaware limited liability company
	By:	Jeff Thachuk

Execution Form 11 Assignment of Member Interests / Coronus Energy Corp.

Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS YUCCA VALLEY EAST 3LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President

Execution Form 12 Assignment of Member Interests / Coronus Energy Corp.

CORONUS JOSHUA TREE EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 3 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 4 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS JOSHUA TREE EAST 5 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS APPLE VALLEY EAST 1 LLC, a
Delaware limited liability company

Execution Form 13 Assignment of Member Interests / Coronus Energy Corp.

By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS APPLE VALLEY EAST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS ADELANTO WEST 1 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President
CORONUS ADELANTO WEST 2 LLC, a
Delaware limited liability company
By:	Jeff Thachuk
Name:	Jeff Thachuk
Title:	President

Execution Form 14 Assignment of Member Interests / Coronus Energy Corp.

EXHIBIT A - Schedule of Owner and Project LLC's

Owner:             Coronus Energy Corporation

1100 - 1200 West 73rd Ave.

Vancouver, BC

Canada  V6P 6G5

Project LLCs:

1.   Coronus 29-Palms North 1 LLC, a Delaware limited liability company

2.   Coronus 29-Palms North 2 LLC, a Delaware limited liability company

3.   Coronus 29-Palms North 3 LLC, a Delaware limited liability company

4.   Coronus Yucca Valley East 1 LLC, a Delaware limited liability company

5.   Coronus Yucca Valley East 2 LLC, a Delaware limited liability company

6.   Coronus Yucca Valley East 3 LLC, a Delaware limited liability company

7.   Coronus Joshua Tree East 1 LLC, a Delaware limited liability company

8.   Coronus Joshua Tree East 2 LLC, a Delaware limited liability company

9.   Coronus Joshua Tree East 3 LLC, a Delaware limited liability company

10.   Coronus Joshua Tree East 4 LLC, a Delaware limited liability company

11.   Coronus Joshua Tree East 5 LLC, a Delaware limited liability company

12.   Coronus Apple Valley East 1 LLC, a Delaware limited liability company

13.   Coronus Apple Valley East 2 LLC, a Delaware limited liability company

14.   Coronus Adelanto West 1 LLC, a Delaware limited liability company

15.   Coronus Adelanto West 2 LLC, a Delaware limited liability company

Execution Form 15 Assignment of Member Interests / Coronus Energy Corp.

EXHIBIT B – Project LLC Plant Names, Location, and Owner

Plant Name:	Coronus 29-Palms North 1
Street Address:	4502 Mesquite Springs Road
City, State, Zip	Twentynine Palms, CA  92277
County:	San Bernardino
Latitude:	34.1707
Longitude:	-116.073
Owner Legal Name:	Coronus 29-Palms North 1 LLC
EIN	80-0828038
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus 29-Palms North 2
Street Address:	4502 Mesquite Springs Road
City, State, Zip	Twentynine Palms, CA  92277
County:	San Bernardino
Latitude:	34.1703
Longitude:	-116.0756
Owner Legal Name:	Coronus 29-Palms North 2 LLC
EIN	80-0836057
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus 29-Palms North 3
Street Address:	4502 Mesquite Springs Road
City, State, Zip	Twentynine Palms, CA  92277
County:	San Bernardino
Latitude:	34.170573
Longitude:	-116.078145
Owner Legal Name:	Coronus 29-Palms North 3 LLC
EIN	36-4739496
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Execution Form 16 Assignment of Member Interests / Coronus Energy Corp.

Plant Name:	Coronus Yucca Valley East 1
Street Address:	60097 Alta Loma Tr.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.11969
Longitude:	-116.355914
Owner Legal Name:	Coronus Yucca Valley East 1 LLC
EIN	80-0835715
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Yucca Valley East 2
Street Address:	60097 Alta Loma Tr.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.11848
Longitude:	-116.355656
Owner Legal Name:	Coronus Yucca Valley East 2 LLC
EIN	90-0874868
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Yucca Valley East 3
Street Address:	60097 Alta Loma Tr.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.1178
Longitude:	-116.355658
Owner Legal Name:	Coronus Yucca Valley East 3 LLC
EIN	99-0383426
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Execution Form 17 Assignment of Member Interests / Coronus Energy Corp.

Plant Name:	Coronus Joshua Tree East 1
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.137889
Longitude:	-116.226089
Owner Legal Name:	Coronus Joshua Tree East 1 LLC
EIN	80-0842132
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Joshua Tree East 2
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.139815
Longitude:	-116.226152
Owner Legal Name:	Coronus Joshua Tree East 2 LLC
EIN	99-0379528
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Joshua Tree East 3
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.13737
Longitude:	-116.227244
Owner Legal Name:	Coronus Joshua Tree East 3 LLC
EIN	99-0379566
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Execution Form 18 Assignment of Member Interests / Coronus Energy Corp.

Plant Name:	Coronus Joshua Tree East 4
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.139815
Longitude:	-116.226152
Owner Legal Name:	Coronus Joshua Tree East 4 LLC
EIN	99-0381552
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Joshua Tree East 5
Street Address:	6350 Mount Shasta Ave.
City, State, Zip	Joshua Tree, CA  92252
County:	San Bernardino
Latitude:	34.13737
Longitude:	-116.227244
Owner Legal Name:	Coronus Joshua Tree East 5 LLC
EIN	98-1074488
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Execution Form 19 Assignment of Member Interests / Coronus Energy Corp.

Plant Name:	Coronus Apple Valley East 1
Street Address:	10501 Central Road
City, State, Zip	Apple Valley, CA  92308
County:	San Bernardino
Latitude:	34.4417
Longitude:	-117.171
Owner Legal Name:	Coronus Apple Valley East 1 LLC
EIN	41-2282036
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Apple Valley East 2
Street Address:	10501 Central Road
City, State, Zip	Apple Valley, CA  92308
County:	San Bernardino
Latitude:	34.4404
Longitude:	-117.171
Owner Legal Name:	Coronus Apple Valley East 2 LLC
EIN	98-1074961
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Execution Form 20 Assignment of Member Interests / Coronus Energy Corp.

Plant Name:	Coronus Adelanto West 1
Street Address:	8970 Cassia Road
City, State, Zip	Adelanto, CA  92301
County:	San Bernardino
Latitude:	34.5493
Longitude:	-117.465
Owner Legal Name:	Coronus Adelanto West 1 LLC
EIN	99-0381592
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Plant Name:	Coronus Adelanto West 2
Street Address:	8970 Cassia Road
City, State, Zip	Adelanto, CA  92301
County:	San Bernardino
Latitude:	34.5478
Longitude:	-117.465
Owner Legal Name:	Coronus Adelanto West 2 LLC
EIN	39-2079889
Street Address:	1100 - 1200 West 73rd Ave.
City, State, Zip	Vancouver, BC  V6P 6G5
Country	Canada

Execution Form 21 Assignment of Member Interests / Coronus Energy Corp.

EXHIBIT C – Vacant Land Purchase Agreements

1)   That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and Donna Lachman, “The Hayashida Family Partnerships”, Sadako Hayashida, Kody Kodama, as Seller, dated November 14, 2012.

2)   That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and An Nhien Dai Nguyen and Anthony Nguyen, as Seller, dated December 8, 2012.

3)   That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and Clarence B Mc Gee Trust and Elsie A Mc Gee Trust, as Seller, pending execution.

Execution Form 22 Assignment of Member Interests / Coronus Energy Corp.

EX-10.127

Exhibit 10.127

COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT

THIS COLLATERAL ASSIGNMENT AND PLEDGE AGREEMENT (“Assignment”) is made as of, and is effective as of, December 20, 2012, by CORONUS SOLAR INC., a company incorporated under the laws of Canada (“Assignor”) to and for the benefit of CLEAN FOCUS  FINANCING COMPANY, LP, a Delaware limited partnership, its successors and assigns (“Lender”).

RECITALS:

A.         Lender has agreed to make a loan in the stated principal amount of up to Four Million and 00/100 Dollars ($4,000,000.00)(the “Loan”) to Coronus Energy Corp., a Delaware corporation and wholly owned subsidiary of the Assignor (“Coronus Energy”) and fifteen (15) Delaware limited liability companies in each of which Coronus Energy holds one hundred percent (100%) of the authorized and outstanding membership interests (collectively, the (“Borrower”).  The Loan is evidenced by that certain Promissory Note of even date herewith in the stated principal amount of up to Four Million and 00/100 Dollars ($4,000,000.00)(as amended from time to time, the "Note") for the purpose of financing certain development costs incurred by the solar photovoltaic electric generation installations (the “Projects”) being developed, constructed, installed, owned and operated by the Borrower at locations in San Bernardino County, California, USA.

B.         Assignor is the owner of the one share of the outstanding capital stock of Coronus Energy representing one hundred percent (100%) of the outstanding capital stock of Coronus Energy (the “Share”).

C.         The Loan will be further secured by the Assignor’s assignment of all of its right, title and interests in and under, if any, those Vacant Land Purchase Agreements identified on Exhibit A,  and those certain Mortgages, Assignment of Rents, Security Agreement and Financing Statement to be dated and executed by Coronus Energy following the first advance of the Loan, all relating to certain parcels of vacant property in San Bernardino County, California on which the Projects will be located (the “Mortgages”).   The Note, the Collateral Assignment and Pledge Agreement of Borrower, the Mortgages, the Security Agreement of Borrower, this Collateral Assignment and Pledge Agreement and the Guaranty of Assignor, together with all other documents evidencing or securing the Loan executed by the Borrower are hereinafter referred to as the “Loan Documents”.

D.         The Borrower’s obligations under and with respect to the Loan and the Note that are being guaranteed and further secured by the Assignor are referred to herein as the “Obligations.”

E.         Assignor has agreed to assign the collateral described below.

F.         The capitalized terms used but not defined herein shall have the meanings assigned to them in the Note.

Execution Form 1   Assignment of Share and VLPAs /Coronus Solar Inc.

NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound, the Assignor hereby covenants and agrees as follows:

1.        Security Interest.  Assignor hereby pledges, transfers and assigns to the Lender a first and superior security interest (the "Pledged Interest," ”Pledged Interests” or “Security Interest” herein) in the following described item, and all interest received thereon, all renewals, replacements, and substitutions therefor and in all proceeds thereof in any form (the "Collateral"):

(a)       all of Assignor’s right, title and interest in, to, and under the Share as the sole shareholder of Coronus Energy, including but not by way of limitation, (i) its interest in the  dividends paid by Coronus Energy, (ii) any other sums, payments, fees or other amounts to which Assignor may be entitled from Coronus Energy, (iii) all voting rights of the Assignor in Coronus Energy, and (iv) all books and records pertaining to any of the above described property, including, but not limited to, any computer readable memory and any computer hardware or software.

(b)       all of Assignor’s right, title and interest in, to, and under, if any, each of the agreements and documents listed on Exhibit A hereto.

2.        Indebtedness Secured.  The Security Interest secures payment of any and all Obligations whether now existing or hereafter incurred, of every kind and character, direct or indirect, from the Borrower to the Lender, and whether such Obligations are from time to time reduced and thereafter increased, or entirely extinguished and thereafter reincurred.

3.        Representations and Warranties of Assignor. Assignor represents and warrants and, so long as this Assignment is in effect, it shall be deemed continuously to represent and warrant that:

(a)       Assignor is authorized to enter into this Assignment, which is the legal, valid and binding obligation of Assignor enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws.

(b)       Assignor is the owner of the Collateral free and clear of any other voluntary or involuntary security interest, lien, claim or encumbrance of any nature.

(c)       Assignor is the sole shareholder of Coronus Energy.

4.        Covenants of Assignor.  So long as this Assignment is in effect:

(a)       Assignor will defend the Collateral against the claims and demands of all other parties; will keep the Collateral free from all security interests or other encumbrances, and will not sell, transfer, assign, deliver or otherwise dispose of any Collateral or any interest therein without the prior written consent of Lender.

(b)       Any Collateral, including any dividends, returns of capital, proceeds of liquidation or termination and any other sums, fees or amounts which the Assignor receives or

Execution Form 2   Assignment of Share and VLPAs /Coronus Solar Inc.

is entitled to from any Borrower will be immediately delivered to the Lender as cash Collateral to be held by the Lender for the purpose of securing the payment or performance of the Obligations.

(c)       Assignor will execute such additional documents and take such further actions as may be required to carry out the provisions and intent of this Assignment. Assignor hereby authorizes the filing of a financing statement or statements, and such amendments thereto and continuations thereof as may be required or advisable to perfect and maintain the continuous perfection of the Security Interests.  In addition, Assignor grants to Lender a power of attorney coupled with an interest to effectuate the terms of the foregoing sentence and to file all continuations, renewals or amended financing statements without the signature of Assignor.

(d)       Assignor agrees not to amend or voluntarily permit the amendment of the Articles or Bylaws of Coronus Energy without the prior written consent of the Lender.

(e)       Assignor covenants and agrees not to voluntarily withdraw as the sole shareholder or consent to the admission of any other shareholder(s) of Coronus Energy without the prior written consent of the Lender.

5.        Events of Default; Remedies.

(a)       Any of the following events or conditions shall constitute an "Event of Default" hereunder: (i) failure of Assignor to pay or cause Coronus Energy to pay and perform or observe any of the Assignor’s obligations set forth herein, if such failure shall continue for ten (10) days after written notice thereof is sent to Assignor, or (ii) the occurrence of an Event of Default under any of the Loan Documents.

(b)       Lender shall have all rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code and under any applicable law, as the same may from time to time be in effect, in addition to those rights granted herein and in any other agreement now or hereafter in effect between Assignor and Lender.

(c)       Assignor agrees to pay on demand all costs and expenses incurred by Lender enforcing this Assignment, in realizing upon or protecting any Collateral and in enforcing and collecting any Indebtedness or any guaranty thereof, including, without limitation, if Lender retains counsel for advice, suit, appeal, insolvency or other proceedings under the federal Bankruptcy Code (11 U.S.C. §101, et seq.) or otherwise, or for any of the above purposes, the reasonable attorneys' fees and expenses incurred by Lender.  Payment of all moneys hereunder is secured by the Collateral.

(d)        If, at any time when Lender shall determine to exercise its right to sell the whole or any part of the Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (or any similar statute then in effect) (the “Act”), then Lender may (subject only to requirements of applicable law), sell such Collateral or part thereof by private sale in such commercially reasonable manner as Lender may deem necessary or advisable, but subject to the other requirements of this Section 5(d), and shall not be required to effect such registration or to

Execution Form 3   Assignment of Share and VLPAs /Coronus Solar Inc.

cause the same to be effected.  Without limiting the generality of the foregoing, in any such event, Lender may (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under said Act, (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Collateral or any part thereof.  In addition to a private sale as provided above in this Section 5(d), if any of the Collateral shall not be freely distributable to the public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 5(d) then Lender shall not be required to effect such registration or cause the same to be effected but (subject only to requirements of applicable law) may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions:

 (i)           as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale;

 (ii)          as to the content of legends to be placed upon any certificates representing the Collateral sold in such sale, including restrictions on future transfer thereof;

 (iii)         as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about the Assignor and such Person’s intentions as to the holding of the Collateral so sold for investment for its own account and not with a view to the distribution thereof; and

 (iv)         as to such other matters as Lender may deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ right and the Act and all applicable state securities laws.

The proceeds of, and other realization upon, the Collateral by virtue of the exercise of remedies under this Section 5(d) shall be deposited into an account designated by Lender and applied in accordance with the provisions of the Note.

(e)       If the proceeds of, or other realization upon, the Collateral by virtue of the exercise of remedies under Section 5(d) are insufficient to cover the costs and expenses of such exercise and the payment in full of the Obligations, Assignor shall remain liable for any deficiency to the extent provided under applicable Legal Requirements.

(f)        Private Sale.

 (i)           Lender shall not incur any liability as a result of the sale, lease or other disposition of all or any part of the Collateral at any private sale pursuant to Section 5(d) conducted in a commercially reasonable manner.  Without limiting the foregoing, Assignor hereby waives any claims against Lender arising by reason of the fact that the price at which the Collateral may have been sold at such a private

Execution Form 4   Assignment of Share and VLPAs /Coronus Solar Inc.

sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Lender accepts the first offer received and does not offer the Collateral to more than one offeree.

 (ii)           Assignor recognizes that, by reason of certain prohibitions contained in the Act and applicable state securities laws, Lender may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to distribution or resale.  Assignor acknowledges that any such private sales may be at prices and on terms less favorable to Lender than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale conducted in accordance with this Assignment shall be deemed to have been made in a commercially reasonable manner and that Lender shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer of such Collateral to register it for public sale.

(g)        Assignor will take no action, as contemplated by Section 8-103 of the UCC or otherwise, that would cause any of the Pledged Interests to fall within the definition of “security” under Article 8 of the UCC, including but not limited to (i) entering into an amendment to the Articles or Bylaws of Coronus Energy or any other writing or agreement purporting to opt in to Article 8 of the UCC pursuant to Section 8-103 thereof or (ii) transferring any of the Pledged Interests to a securities account.

(h)        The Share that is a Pledged Interest is evidenced by a certificate. Assignor shall not consent to the issuance of any further certificates to evidence any of the Pledged Interests.

(i)         Assignor shall (i) if any Pledged Interests now or in the future exists in certificated form, deliver to Lender any and all certificates representing the Pledged Interests, duly endorsed in blank; (ii) with respect to any part of the Collateral that constitutes an uncertificated security, cause any issuer thereof to register Lender as the registered owner of such uncertificated security or to enter into agreements to establish Lender’s control (within the meaning of Section 8-106 of the UCC) over such uncertificated securities.

6.        Authority of Lender.  Assignor hereby irrevocably appoints Lender the Assignor's true and lawful attorney, with full power of substitution, in Assignor's name or in Lender's name, or otherwise, for Lender's sole use and benefit, but at Assignor's cost and expense, to exercise at any time and from time to time all or any of the following powers with respect to all or any of the Collateral:

(a)       Upon the occurrence of any Event of Default as set forth in paragraph 5 above:

Execution Form 5   Assignment of Share and VLPAs /Coronus Solar Inc.

 (i)           To demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due upon or by virtue thereof.

 (ii)          To receive, take, hold, endorse, collect, assign and deliver any and all checks, notes, drafts, documents and other negotiable and non-negotiable instruments and chattel paper taken or received by Lender in connection herewith.

 (iii)         To settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto.

 (iv)         To sell, transfer, assign or otherwise deal in or with the same, or the proceeds or avails thereof, or to renew the same, as fully and effectively as if Lender were absolute the owner thereof, and to make any allowance and other adjustment with reference thereto.

 (v)          To collect on the Collateral, whether or not any action of Lender results in the imposition of any penalty.  Assignor authorizes Lender from time to time to renew any Collateral at its maturity, on such terms as Lender deems appropriate.

(b)       Prior to or upon the occurrence of an Event of Default as set forth in paragraph 5 above:

 (i)           To receive, take, hold, endorse and collect any and all checks, notes, drafts, documents and other negotiable and non-negotiable instruments and chattel paper and to retain in a cash collateral account the cash proceeds thereof and/or after an Event of Default to apply the same to the Obligations.

 (ii)          To require the Assignor to effect collection on any such Collateral which has become due and to remit the proceeds (less reasonable costs of collection, including reasonable attorneys' fees and expenses) promptly upon receipt for deposit in a cash collateral account with the Lender.

The powers conferred upon the attorney-in-fact hereunder are solely to protect the interest in the Collateral of the Lender and shall not impose any duty upon any such attorney-in-fact to exercise any such powers.  The attorney-in-fact shall be accountable only for amounts that it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to Assignor or any Project Company for any act or failure to act unless such action or failure to act constitutes gross negligence.

7.        Limitation on Lender’s Duty in Respect of Collateral.

(a)       Except as expressly provided in the Uniform Commercial Code under applicable law, the Lender shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of Lender or as to any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

Execution Form 6   Assignment of Share and VLPAs /Coronus Solar Inc.

(b)       The powers conferred upon the Lender by this Assignment are to protect its interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers.  The Assignor hereby agrees that the Lender shall not be liable for, nor shall the indebtedness evidenced by the Obligations be diminished by, the Lender’s delay or failure to collect upon, foreclose, sell, take possession of or otherwise obtain value for the Collateral.

(c)       Except as may be required by the provisions hereunder, and to the fullest extent permitted by applicable law, the Lender shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against Borrower or other person.  The Assignor waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Lender to proceed against Borrower  or other person, exhaust any Collateral or enforce any other remedy which the Lender now has or may hereafter have against Borrower or other person.

(d)       The security interests are granted as security onlyand shall not subject the Lender to, or transfer or in any way, affect or modify, any obligation or liability of the Assignor with respect to any of the Collateral or any transaction in connection therewith.  The Assignor shall remain liable under the Articles and Bylaws of Coronus Energy to the extent set forth therein to perform its duties and obligations thereunder to the same extent as if this Assignment had not been executed.  The exercise by the Lender of any of its rights hereunder shall not release the Assignor from any of its duties or obligations under any organizational or operating documents of Coronus Energy, and the Lender shall not have any obligation or liability thereunder by reason of this Assignment or otherwise, nor shall the Lender be obligated to perform any of the obligations or duties of the Assignor thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Assignor or the Lender or the sufficiency of any performance by any party under any organizational or operating documents of Coronus Energy or to take any action to collect or enforce any claim for payment assigned hereunder.  The Lender shall not by reason of this Assignment or the exercise of any remedies hereunder become responsible or liable in any manner or to any extent for the obligations and liabilities of Assignor or the Borrower, whether now existing or hereafter incurred. The Assignor specifically understands and agrees that the Lender shall have no responsibility for (i) collecting or protecting any income, earnings, or proceeds with regard to the Collateral, (ii) preserving any of the Assignor’s rights against parties to the Collateral or against third persons, (iii) ascertaining any maturities, calls, conversion rights, exchanges, offers, tenders or similar matters relating to the Collateral, or (iv) informing the Assignor about any of these matters, whether or not the Lender actually has or is deemed to have knowledge thereof.

8.        Notices.  All notices provided under this Assignment will be in writing and will be transmitted in the manner and to the addresses required by the Stock Purchase Agreement to be entered into between the Lender and Assignor (the “Stock Purchase Agreement”), or to such other addresses as the Lender and Assignor may specify from time to time in writing.  Notice sent to Borrower in accordance with the requirements of the Stock Purchase Agreement shall be deemed notice to the Assignor under this Assignment.

9.        Miscellaneous.

Execution Form 7   Assignment of Share and VLPAs /Coronus Solar Inc.

(a)       Without limiting any other right of Lender, whenever Lender has the right to declare any Obligations to be immediately due and payable (whether or not is has so declared), Lender at its sole election, may set off against the Obligations any and all moneys then or thereafter owed to Assignor by Lender in any capacity, whether or not the Obligations or the obligation to pay such moneys owed by Lender are then due, and Lender shall be deemed to have exercised such right of set off immediately at the time of such election though any charge therefor is made or entered on Lender's records subsequent thereto.

(b)       No course of dealing between Assignor and Lender and no delay or omission by Lender in exercising any right or remedy hereunder or with respect to any Obligations shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any other right or remedy. Lender may remedy any default by Assignor hereunder or with respect to any Obligations in any reasonable manner without waiving the default remedied and without waiving any other prior or subsequent default by Assignor.  All rights and remedies of Lender hereunder are cumulative.

(c)       The Assignor hereby waives any right to require that the Lender proceed against any real or personal property or any guaranty given as security for the Obligations whether or not now existing or hereafter given, before exercising its rights and remedies with respect to the Collateral.

(d)       Lender and Assignor as used herein shall include the heirs, executors or administrators, or successors, or assigns, of those parties.

(e)       No modification, rescission, waiver, release or amendment of any provision of this Assignment shall be made except by a written agreement subscribed by Assignor and by a duly authorized officer of Lender.

(f)        This Assignment and the transaction evidenced hereby shall be construed under the laws of the State of California of the United States of America, as the same may from time to time be in effect.

(g)       This Assignment shall remain in full force and effect until all of the Obligations outstanding, or contracted or committed for (whether or not outstanding), shall be finally and irrevocably paid in full. If, after receipt of any payment of all or any part of the Obligations, Lender is for any reason compelled to surrender such payment to any person or entity, because such payment is determined to be void or voidable as a preference, impermissible set off, or a diversion of trust funds, or for any other reason, this Assignment shall continue in full force notwithstanding any contrary action which may have been taken by Lender in reliance upon such payment, and any such contrary action so taken shall be without prejudice to Lender's rights under this Assignment and shall be deemed to have been conditioned upon such payment having become final and irrevocable.

10.      Severability of Provisions.  Any provision of this Assignment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Assignment or affecting the validity or enforceability of such provision in any other jurisdiction.

Execution Form 8   Assignment of Share and VLPAs /Coronus Solar Inc.

11.      Headings.  The paragraph headings of this Assignment are included herein for convenience of reference only and shall not constitute a part of this Assignment for any other purpose.

12.      Counterparts.  This Assignment may be executed in counterparts, each of which, when taken together, shall be construed as one and the same instrument.

13.      Indemnity.  The Assignor agrees to indemnify and hold harmless the Lender, its officers, directors, employees and agents (the “Indemnified Parties”) from and against any and all claims, losses, penalties, fines, costs, damages and liabilities (including reasonable attorneys fees and expenses) (collectively, the “Claims”) growing out of or resulting from this Assignment (including, without limitation, enforcement hereof), except Claims resulting solely from the Indemnified Parties’ gross negligence or willful misconduct.  The indemnification of the Indemnified Parties as provided in this paragraph 13 shall remain in full force and effect if any such Claims or liabilities, directly or indirectly, result from, arise out of, or relate to, or are asserted to have resulted from, arisen out of or related to, the sole or contributory negligence (but not gross negligence) of the Indemnified Parties.  The provisions of this paragraph 13 shall survive the termination of this Assignment and the Loan.

14.      Conversion and Termination.  Assignor acknowledges that upon the closing and transfer by Assignor of the Share to Lender, Lender shall convert the amount of the Loan then advanced into capital contributions to the project company LLCs constituting part of the Borrower for which Loan advances have been made (the “Loan Conversion”). Upon the Loan Conversion the Lender’s obligation to make additional advances pursuant to the Loan shall terminate and this Assignment shall automatically terminate.  If the Loan Conversion does not occur, then upon the irrevocable payment and discharge of all of the Obligations (other than inchoate indemnity obligations), this Assignment shall automatically terminate and the Lender shall, at the expense of Borrower and Assignor, terminate any financing statements with respect thereto filed by Lender.

15.      Waiver of Special Damages.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ASSIGNOR SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST LENDER, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS ASSIGNMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS, THE LOAN OR THE USE OF THE PROCEEDS THEREOF.

16.      Jury Waiver.  ASSIGNOR AND LENDER (BY ITS ACCEPTANCE HEREOF) EACH HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  ASSIGNOR AND LENDER (BY ITS ACCEPTANCE HEREOF) (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS

Execution Form 9   Assignment of Share and VLPAs /Coronus Solar Inc.

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THE LOAN BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[Signature Page Follows]

Execution Form 10   Assignment of Share and VLPAs /Coronus Solar Inc.

IN WITNESS WHEREOF, Assignor has duly executed this Assignment as of the day and year first above written.

ASSIGNOR:
	CORONUS ENERGY CORP., a company
	incorporated under the laws of Canada
	By:	Jeff Thachuk
	Name:	Jeff Thachuk
	Its:	President

Execution Form 11   Assignment of Managing Member Interests / Clean Focus Manager, LLC

EXHIBIT A – Vacant Land Purchase Agreements

1)   That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and Donna Lachman, “The Hayashida Family Partnerships”, Sadako Hayashida, Kody Kodama, as Seller, dated November 14, 2012.

2)   That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and An Nhien Dai Nguyen and Anthony Nguyen, as Seller, dated December 8, 2012.

3)   That certain Vacant Land Purchase Agreement by and between Coronus Energy Corp., a Delaware corporation, as Purchaser, and Clarence B Mc Gee Trust and Elsie A Mc Gee Trust, as Seller, pending execution.

Execution Form 12   Assignment of Managing Member Interests / Clean Focus Manager, LLC

EXHIBIT B – Land and Legal Descriptions

Parcel	Yucca Valley East
Acreage	34.07 acres
GFID (SCE)	5821, 5822, 5823
Capacity (MW DC)	5.64
Plant Owner Names	Coronus Yucca Valley East 1 LLC Coronus Yucca Valley East 2 LLC Coronus Yucca Valley East 3 LLC
Assessor Parcel Numbers	0588-131-74
Legal Description	GOVERNMENT LOT 1 OF THE NORTHEAST QUARTER OF SECTION 4, TOWNSHIP 1 SOUTH, RANGE 6 EAST, SAN BERNARDINO BASE AND MERIDIAN, ACCORDING TO THE OFFICIAL PLAT ON FILE IN THE DISTRICT LAND OFFICE EXCEPTING THEREFROM THE NORTHERLY 30.00 FEET CONVEYED TO THE COUNTY OF SAN BERNARDINO, A BODY CORPORATE AND POLITIC, BY DEED RECORDED JANUARY 8, 1980 AS INSTRUMENT NO. 80-5741, OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA. ALSO EXCEPTING THEREFROM THE EASTERLY 330.00 FEET CONVEYED TO JOSHUA BASIN WATER DISTRICT, BY DEED RECORDED MAY 13, 1997 AS INSTRUMENT NO. 97-170586 OFFICIAL RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA.

Execution Form 13   Assignment of Managing Member Interests / Clean Focus Manager, LLC

Parcel	Joshua Tree East
Acreage	56.03 acres
GFID (SCE)	5618, 5619, 5620, 5621, 5622
Capacity (MW DC)	9.4
Plant Owner Names	Coronus Joshua Tree East 1 LLC Coronus Joshua Tree East 2 LLC Coronus Joshua Tree East 3 LLC Coronus Joshua Tree East 4 LLC Coronus Joshua Tree East 5 LLC
Assessor Parcel Numbers	0608-161-20, 21, 22
Legal Description	Parcels 2,3 and 4 of Parcel Map No. 11309, County of San Bernardino, State of California, as per map recorded in Book 150, Pages 19-20 of Maps, in the office of the County Recorder of said County.

Parcel	29-Palms North
Acreage	160 acres
GFID (SCE)	5521, 5522, 5603
Capacity (MW DC)	5.64
Plant Owner Names	Coronus 29-Palms North 1 LLC Coronus 29-Palms North 2 LLC Coronus 29-Palms North 3 LLC
Assessor Parcel Numbers	0620-021-01
Legal Description	160 ACRES OF VACANT LAND (APN: 0620-021-01), TWENTYNINE PALMS, SAN BERNARDINO COUNTY, CALIFORNIA

Execution Form 14   Assignment of Managing Member Interests / Clean Focus Manager, LLC

Parcel	Apple Valley East
Acreage	23.69 acres
GFID (SCE)	5824, 5825
Capacity (MW DC)	3.76
Plant Owner Names	Coronus Apple Valley East 1 LLC Coronus Apple Valley East 2 LLC
Assessor Parcel Numbers	0438-212-01, 02
Legal Description	14.78 ACRES OF VACANT LAND (APN 0438-212-02), SAN BERNARDINO COUNTY, CALIFORNIA

Parcel	Adelanto West
Acreage	40 acres
GFID (SCE)	5819, 5820
Capacity (MW DC)	3.76
Plant Owner Names	Coronus Adelanto West 1 LLC Coronus Adelanto West 2 LLC
Assessor Parcel Numbers	3129-251-13
Legal Description	THE WEST 160 ACRES OF SECTION 1, TOWNSHIP 5 NORTH, RANGE 6 WEST, SAN BERNARDINO MERIDIAN, ACCORDING TO THE OFFICIAL PLAT THEREOF.  EXCEPT THE NORTH 80 ACRES THEREOF.  ALSO EXCEPT THAT PORTION THEREOF LYING WITHIN THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF SECTION 1

Execution Form 15   Assignment of Managing Member Interests / Clean Focus Manager, LLC

EX-10.128

Exhibit 10.128

CORONUS ENERGY CORP.

(the “Corporation”)

Suite 1100 - 1200 West 73rd Ave., Vancouver, B.C., V6P 6G5

Telephone: (604) 267-7078     Facsimile: (604) 267-7080

AGREEMENT

Earthlight Solar Inc. (“Earthlight”) provided the Corporation with advisory and consulting services (the “Services”) in respect of the Corporation’s dealings with Clean Focus Financing Company, LP (“Clean Focus”).

As a consequence of the Services, the Corporation conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to Clean Focus, for proceeds of up to $4,000,000 (the “Loan”). Pursuant to a schedule of draw dates and amounts, the Corporation may request advances, in whole or in part, of up to the maximum amount of the Loan (each an “Advance”).

In connection with the Loan, with each Advance, but not from the proceeds of each Advance, but from the Corporation’s unallocated working capital, the Corporation agreed to pay Earthlight a fee equal to 3% of the principal amount of each Advance.

Mark Burgert is a control person of Earthlight, and Mr. Burgert is also a control person of Coronus Solar Inc., the parent company of the Coronus Energy Corp.

Both the Corporation and Earthlight had good right, full corporate power and absolute authority to enter into this Agreement.

The Agreement is dated effective December 20, 2012

CORONUS ENERGY CORP.	EARTHLIGHT SOLAR INC.
Jeff Thachuk	Mark Burgert
Jeff Thachuk	Mark Burgert
President	President

EX-10.129

Exhibit 10.129

CORONUS ENERGY CORP.

(the “Corporation”)

Suite 1100 - 1200 West 73rd Ave., Vancouver, B.C., V6P 6G5

Telephone: (604) 267-7078     Facsimile: (604) 267-7080

CONSULTING SERVICES AGREEMENT

Effective January 1, 2013, Earthlight Solar Inc. (“Earthlight”) is to provide the Corporation with advisory and consulting services (the “Services”) in respect of the Corporation’s solar photovoltaic business.

The Corporation is to pay Earthlight $8,000 per month (the “Fee”) for the Services, with the Fee due and payable at the end of each month.

Either party can terminate the Services with notice.

Mark Burgert is a control person of Earthlight, and Mr. Burgert is also a control person of Coronus Solar Inc., the parent company of the Coronus Energy Corp.

Both the Corporation and Earthlight had good right, full corporate power and absolute authority to enter into this Agreement.

The Agreement is dated as of December 26, 2012

CORONUS ENERGY CORP.	EARTHLIGHT SOLAR INC.
Jeff Thachuk	Mark Burgert
Jeff Thachuk	Mark Burgert
President	President

EX-10.130

EXHIBIT 10.130

SOLAR POWER SYSTEMS AGREEMENT

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

AMONG:

CORONUS SOLAR INC., a company incorporated under the laws of Canada and having aregistered office at 1600 – 609 Granville Street, Vancouver, British Columbia, Canada, V7Y 1C3

(hereinafter called “Coronus)

OF THE FIRST PART

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

(hereinafter called “Sycamore”)

OF THE SECOND PART

AND:

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

(hereinafter called “Aegis”)

OF THE THIRD PART

WHEREAS:

A.             Coronus is a solar photovoltaic developer;

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

C.             Sycamore and Aegis has offered to purchase from Coronus and Coronus has agreed to sell to Sycamore and Aegis certain Belectric engineered, procured and constructed turnkey, utility-

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

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

  -1-

1.           INTERPRETATION

1.1           Definitions

Where used herein or in any amendments or schedules hereto, the following terms shall have the following meanings:

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

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

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

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

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

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

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

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

1.2           Deemed Currency

In the absence of a specific designation of any currency, any undescribed dollar amount herein will be deemed to refer to United States dollars.

1.3           Governing Law

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

2.             PURCHASE AND SALE

2.1           Purchase and Sale

Based on the representations and warranties contained in this Agreement, Coronus agrees to sell, assign and transfer to Buyer, and Buyer agrees to purchase from Coronus, the Solar Power Systems, for the price and in accordance with and subject to the terms and conditions set forth in this Agreement.

-2- 

2.2           Purchase Price

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

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

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

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

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

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

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

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

2.3           Contract Price Assumptions

The Contract Price assumes:

(a)            First  Solar  FS  392  modules  (or  polycrystalline  alternative  if  required  due  to  site constraints).

(b)            SMA Sunny Central 750CP-US inverters.

(c)            1.25 DC/AC ratio.

(d)            Nominal soil conditions.

(e)            Union labor not required.

(f)            7.25% CA state and 0.5% San Bernardino County sales tax on all materials.

3.           TURNKEY SOLAR POWER SYSTEMS

Coronus covenants and agrees to deliver to Buyer turnkey Solar Power Systems. “Turnkey” means that the Solar Power Systems will be constructed in accordance with the terms of this Agreement, and that the Solar Power Systems will be completely finished and ready for operation. Additionally, the Solar Power Systems will be connected to the grid of the Utility, so that the Solar Power Systems are available, without restriction, for their intended use. Included in the Contract Price, Coronus covenants and agrees to the following:

3.1           Belectric is to engineer, procure and construct the Solar Power Systems.

3.2           But for the land use permit, Belectric is to obtain all necessary building permits and approvals.

  -3-

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

3.4           Belectric will provide switchgear interconnect of Solar Power Systems to the Utility.

3.5           Belectric is to supply and install all components necessary to bring the Solar Power Systems into operation, including, but not limited to, the following:

(a)           the solar modules (the DC output of the Solar Power Systems must correspond to or exceed the total rated module output of the manufacturer’s data sheet);

(b)           the central inverters;

(c)           the low-loss, low-voltage side cabling of the Solar Power Systems to the transformer stations;

(d)           the supporting construction in accordance with the structural requirements of the relevant authorities;

(e)           the  equipment  and  devices  required  for  the  safety  and  security  of  the  Solar  Power

Systems;

(f)            the equipment, devices and instruments required for Solar Power Systems performance monitoring, inspection and maintenance; and,

(g)           the AC equipment required to interconnect the Solar Power System to the Utility.

3.6.          Belectric is to oversee and undertake construction site setup and is responsible for traffic safety on the site during construction.

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

3.8.          Belectric is to perform trial operations of the Solar Power Systems.

3.9.          Belectric is to carry out all acceptance procedures (in particular those of the Utility) for the turnkey construction of the Solar Power Systems and the switchgear connection thereof to the grid of the Utility.

-4- 

4.             SOLAR POWER SYSTEM ACCEPTANCE

Following completion of the installation work of the Solar Power Systems, an acceptance review will be conducted by Belectric and Buyer to determine whether the Solar Power Systems comply with the stipulations of this Agreement and are not subject to any major faults.

4.1           Acceptance must be granted by Buyer if the Solar Power Systems are not subject to any major faults. A major fault is considered to exist if the operability or safety of the Solar Power Systems is impaired, irrespective

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

4.2           If the Solar Power Systems prove to be faulty on the acceptance review, Belectric must rectify all faults immediately, and bear the costs of said rectification.

5.             IMPAIRMENT OF PERFORMANCE

5.1           Belectric, irrespective of other guarantee agreements, guarantees the  mounting structure  and wiring harnesses for a period of five years following the acceptance of the Solar Power Systems.

5.2           Buyer shall make and pursue any claim covered by a third-party guarantee against such third- party, without making or pursuing a claim against Belectric. In the event Buyer makes and pursues a claim against

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

6.             PERFORMANCE GUARANTEE

For the Solar Power Systems, Buyer and Belectric will negotiate performance guarantees in good faith that meet the requirements of the project financiers.

7.             OPERATIONS AND MAINTENANCE

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

8.             BELECTRIC APPROVAL

This Agreement is subject to Belectric approval.

9.             COVENANTS, REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer covenants, represents and warrants to Coronus (and acknowledges that Coronus is relying upon such  covenants,  representations  and  warranties  in  entering  into  this  Agreement)  that,  under  this Agreement:

9.1           Buyer is to provide, as the site, the 20 acre parcel in Hesperia, having the APN of 0405-372-40.

9.2           Buyer is to pay for the Utility required distribution upgrades, interconnection facilities, and telemetry.

-5- 

9.3           Buyer is to provide Belectric with proof of secured financing, prior to the commencement of construction of the Solar Power Systems, and that this proof must be satisfactory to Belectric.

9.4           On Solar Power Systems Acceptance, Buyer is to indemnify and hold harmless Coronus under this Agreement.

9.5           Buyer is to surrender management of the development of the Solar Power Systems to Coronus on approval of this Agreement by Belectric.

9.6           Through development, Buyer is to make available and pay for the services of civil engineers, biologists and archaeologists, if and when required.

9.7           Buyer is responsible for any necessary construction and/or extension of off-site access routes and road work.

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

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

10.           COVENANTS, REPRESENTATIONS AND WARRANTIES OF CORONUS

Coronus covenants, represents and warrants to Buyer (and acknowledges that Buyer is relying upon such covenants, representations and warranties in entering into this Agreement) that, under this Agreement:

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

10.2         Belectric is to design the Solar Power Systems with special consideration given to the time of delivery periods and factors of the Utiltiy.

10.3         During the construction phases, Belectric will take out and maintain construction/ installation insurance coverage, with the risks of property loss transferred to Buyer upon acceptance.

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

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

11.            LEGAL PROCEEDINGS

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

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

-6- 

12.           GENERAL PROVISIONS

12.1         This  Agreement  contains the  whole  agreement  between  the  parties hereto in  respect  of the purchase and sale of the Solar Power Systems and the transactions contemplated herein and there are no

                 warranties, representations, terms, conditions or collateral agreements expressed, implied or statutory, other than as expressly set forth in this Agreement.

12.2         This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Buyer may not assign this Agreement without the written consent

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

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

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

                 hereto in accordance with the foregoing.

12.4         This Agreement may be executed in several counterparts and delivered by telecopier, each of which when so executed shall be deemed to be an original, and such counterparts or facsimile copies thereof together

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

12.5         This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall  be  governed  by,  the  laws  of  the  State  of  California,  and  each  of  the  parties  hereto irrevocably attorns

                 to the jurisdiction of the Courts of the State of California.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

 -7-

IN WITNESS HEREOF the parties hereto have executed this Agreement effective as of the day and year first above written.

CORONUS SOLAR INC.

PER:           JEFF THACHUCK

SYCAMORE PHYSICIANS PARTNERS LLC

PER:           C. M. DUTTA

AEGIS ENERGY PARTNERS LLC

PER:           A. J. ARATIE

 -8-

EX-10.131

Exhibit 10.131

AMENDMENT NO.1

TO CONTRACT CONCERNING THE PROPERTY AT:

24.23 ACRES OF VACANT  LAND (APNs: 0620-223-04, -05, 06), TWENTYNINE PALMS,

SAN BERNARDINO COUNTY, CALIFORNIA

Purchaser and Seller have come to an agreement to extend:

i.             escrow closing date to on or before January 31, 2013"; and,

ii.             subject to Coronus Energy Corp. board of director approval date to on or beforeJanuary 24, 2013.

DATED EFFECTIVE: December  31, 2012

PURCHASER:

JEFF THACHUCK

[purchasers signature above/printed name below]

CORONUS ENERGY CORP.

SELLER:

ALBERT J. CARNES

[sellers signature above/printed name below]

ALBERT J. CARNES

EX-10.132

Exhibit 10.132

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Adelanto West 1 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Adelanto West 1 LLC

8970 Cassia Road

Adelanto, CA 92301

3-039-6326-99 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

Phone:         (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus Adelanto West 1 LLC

Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS Adelanto West 1 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Dec. 25 2012	Date:	12 – 7 - 2012

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus Adelanto West 1 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in APPLE VALLEY, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

•

l

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS Adelanto West 1 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.133

Exhibit 10.133

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Adelanto West 2 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Adelanto West 2 LLC

8970 Cassia Road, #2

Adelanto, CA 922301

3-039-6327-06 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

Phone:         (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus ADELANTO WEST 2 LLC

Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS ADELANTO WEST 2 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Jan. 7, 2013	Date:	January 15, 2013

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus Adelanto West 2 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in APPLE VALLEY, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

•

l

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS ADELANTO WEST 2 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.134

Exhibit 10.118

SOUTHERN CALIFORNIA EDISON	Renewable and Alternative Power California Renewable Energy Small Tariff AGREEMENT
An EDISON INTERNATIONAL Company
	GFID Number 5618; RAP ID Number 5669

This Power Purchase Agreement ("Agreement") is entered into by and between: Coronus Yucca Valley East 3 LLC ("Producer"), a Delaware limited liability company (Please verify corporate name and indicate state of incorporation) an Eligible Customer, and Southern California Edison Company ("SCE"), a California corporation.

Producer and SCE are sometimes also referred to in this Agreement jointly as "Parties" or individually as "Party." All capitalized terms set forth herein shall have the meanings ascribed to them in Section 16.3.

1.      RECITALS.

1.1. This Agreement provides for Producer to Interconnect and Operate a Renewable Generating Facility in parallel with SCE's Distribution System. This Agreement requires the Producer to be a retail customer and to obtain retail electrical service from SCE to serve all the electrical loads, net of any other Non-renewable Generating Facility, except as otherwise permitted under SCE's Tariffs, at the Premises identified in Appendix A. This Agreement also provides for Producer to sell energy, net of Station Use, produced by the Renewable Generating Facility directly to SCE provided the Renewable Generating Facility satisfies the Eligible Renewable Resource Facility Requirements as set forth in Appendix C, or the Small Power Producer Qualifying Facility Requirements and the Eligible Renewable Resource Facility Requirements set forth in Appendix D. This Agreement does not constitute an agreement by SCE to provide retail electrical service to Producer.  Such arrangements must be made separately between SCE and Producer.

1.2. In consideration of the mutual promises and obligations stated in this Agreement and its attachments, the Parties agree as follows:

2.      SUMMARY AND DESCRIPTION OF RENEWABLE GENERATING FACILITY

2.1. A description of the Renewable Generating Facility, including a summary of its significant components, a drawing showing the general arrangement of the Producer's Renewable Generating Facility, and a single-line diagram illustrating the Interconnection of the Renewable Generating Facility and loads with SCE's Distribution System, is attached hereto and incorporated herein as Appendix A.

2.2. Name and address used by SCE to locate the electric Service Account(s) and Premises used to Interconnect the Renewable Generating Facility with SCE's Distribution System:

Coronus Yucca Valley East 3 LLC

60097 Alta Loma Tr., #3

Joshua Tree,  CA  92252

3-039-7502-82 Service Account  (if known)

2.3.           The Gross Power Rating of the Renewable Generating Facility is 1,836.8 kW.

Account No.

Form 14-786

10 / 2011

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

This Gross Power Rating is based on: (check one)

[  ] generator  nameplate;  or   (insert for solar: inverter rating)

[x] prime mover nameplate;  or  (insert for solar: solar array  rating)

[  ] renewable  fuel availability.

2.4. The Net Power Rating of the Renewable  Generating  Facility is 1,500 kW.

(This value may not  exceed 1,500 kW.)

2.5. The maximum  (instantaneous) level of power that may be exported through the Point of Common Coupling by the Renewable Generating Facility to SCE's Distribution  System is 1,500 kW. Please  supply estimate!

2.6. The annual energy production  of the Renewable Generating Facility, net of Station Use, measured  by the NGOM is expected to be 3,603,000 kWh. Please supply estimate!

2.7. The annual energy exported through the Point of Common  Coupling from the Producer's Premises identified in Appendix A beyond Producer's  use is expected to be 3,603,000 kWh. Please  supply estimate!

2.8. The Renewable  Generating  Facility's expected date of Initial Operation is December  15, 2013..

2.9.           Initial Operation Deadline.

(a) Subject to any extensions made pursuant to Sections 2.9(b) or 2.9(c), and further subject to Section 2.9(d), Initial Operation must be no later than the earlier of (i) one hundred twenty (120) days from the Initial Synchronization Dale, and (ii) eighteen (18) months from the date of PPA Effective Date ("Initial Operation Deadline").

(b) If all of the interconnection facilities, transmission upgrades  and new transmission facilities, if any, described  in Producer's  interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have not been completed and placed into operation by the CAISO or the Transmission  Provider on the estimated completion date set forth in Producer's  interconnection agreement,  then, upon SCE's receipt of Notice from Producer, which Notice must be provided  at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until all of the interconnection facilities, transmission upgrades and new transmission facilities, if any, described in Producer's interconnection agreement  and required  to interconnect  the Generating  Facility to SCE's Distribution System have been completed  and placed into operation by the CAISO or the Transmission  Provider, exception the extent any delay in such completion and placement  into operation results from Producer failing to complete its obligations,  take all actions and meet all of its deadlines under Producer's interconnection agreement  needed to ensure timely completion  and operation of such interconnection facilities, transmission upgrades  and new transmission facilities.

(c) If Producer has not obtained Permit Approval on or before that date that is ninety (90) days before the date that is eighteen (18) months from the PPA Effective Date, then, upon SCE's receipt of Notice from Producer, which Notice must be provided at least sixty (60) days before the date that is eighteen (18) months from the PPA Effective Date, the Initial Operation Deadline shall be extended on a day-for-day  basis until Producer obtains Permit Approval, except to the extent any such delay results from Producer failing to take all commercially reasonable  actions to apply for and meet all of its requirements and deadlines  to obtain such Permit Approval.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

(d) Notwithstanding anything in this Agreement to the contrary, the Initial Operation Deadline may not be later than twenty-four (24) months from the PPA Effective Date.

2.10.           Producer hereby represents and warrants that the Renewable Generating Facility:

Please check all that apply.

[x] Does meet with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for "Cogeneration" as such term is used in Section 216.6 of the California Public Utilities Code and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

[  ] Does meet with both the requirements for a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code.

3.      DOCUMENTS INCLUDED; DEFINED TERMS

This Agreement includes the following exhibits, which are specifically incorporated herein and made a part of this Agreement.

Appendix A-	Description of Renewable Generating Facility and Single-Line Diagram
	(Supplied by Producer)
Appendix B -	A copy of Interconnection Facilities Financing and Ownership
	Agreement, if applicable (supplied by SCE)
Appendix C-	Producer's warranty that the Renewable Generating Facility meets with the requirements for "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix D -	Producer's warranty that the Renewable Generating Facility, prior to January 1, 2002 met and continues to meet with the requirements for both a Small Power Producer Qualifying Facility pursuant to the regulations of the Federal Energy Regulatory Commission (18 Code of Federal Regulations Part 292, Section 292.203 et seq.) implementing the Public Utility Regulatory Policies Act of 1978 as Amended by the Energy Policy Act of 2005 and "Eligible Renewable Resource" as defined in Section 399.11 et seq. of the California Public Utilities Code, if applicable.
Appendix E-	Forecast Requirements for Generating Facilities that have a Net Power
	Rating greater or equal to 500 kW

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

Appendix F -	Definitions
Appendix G -	TOU Periods and Energy Allocation Factors
Appendix H-	Summary of Dates, Term and Product Price for this Agreement

4.      TERMINATION; REMEDIES

4.1. SCE may terminate this Agreement on Notice, which termination becomes effective on the date specified by SCE in such Notice, if:

(a) Producer fails to take all corrective actions specified in any SCE Notice, within the time frame set forth in such Notice, that any Generating Facility is out of compliance with any term of this Agreement;

(b) Producer fails to interconnect and Operate a Generating Facility, in accordance with the terms of this Agreement, within one hundred twenty (120) days after SCE delivers electric energy to such Generating Facility for Station Use;

(c) Producer abandons any Generating Facility;

(d) Electric output from any Generating Facility ceases for twelve (12) consecutive months;

(e) The Term does not commence within eighteen (18) months of the Effective Date, subject to any extensions herein as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c);

(f) Producer or the owner of a Site applies for or participates in the California Solar Initiative or any net energy metering tariff with respect to any Generating Facility at such Site; or

(g) Producer has not installed any of the equipment or devices necessary for any Generating Facility to satisfy the Gross Power Rating of such Generating Facility, as set forth in Section 2.3.

4.2.           A Party may terminate this Agreement:

(a) If any representation or warranty in this Agreement made by the other Party is false or misleading in any material respect when made or when deemed made or repeated if the representation or warranty is continuing in nature, if such misrepresentation or breach of warranty is not remedied within ten (10) Business Days after Notice thereof from the nonbreaching Party to the breaching Party;

(b) Except for an obligation to make payment when due, if there is a failure of the other Party to perform any material covenant or obligation set forth in this Agreement (except to the extent such failure provides a separate termination right for the non-breaching Party or to the extent excused by Force Majeure), if such failure is not remedied within thirty (30) days after Notice thereof from the non-breaching Party to the breaching Party;

(c) If the other Party fails to make any payment due and owing under this Agreement, if such failure is not cured within five (5) Business Days after Notice thereof from the non-breaching Party to the breaching Party; or

(d) In accordance with Section 19.4.

(e) This Agreement automatically terminates on the Term End Date.

(f) If a Party terminates this Agreement in accordance with Section 4, such Party will have the right to immediately suspend performance under this Agreement and pursue all remedies available at law or in equity against the other Party (including seeking monetary damages).

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

5.      RENEWABLE GENERATING FACILITY OPERATION

5.1. Producer is responsible for Operating the Renewable Generating Facility in compliance with all of SCE Tariffs, including but not limited to Rule 21, and any other regulations and laws governing the Interconnection of the Renewable Generating Facility.

5.2. The Renewable Generating Facility Net Power Rating shall be less than or equal to 1,500 kW.

5.3. Producer shall not deliver reactive power to SCE's Distribution System unless the Parties have otherwise agreed in writing.

5.4. The Renewable Generating Facility shall be Operated with all of Producer's Protective Functions in service and in accordance with Prudent Electrical Practices whenever the Renewable Generating Facility is Operated in parallel with SCE's Distribution System. Any deviation from these requirements may occur only when the Parties have agreed to such deviations in writing.

5.5. For Renewable Generating Facility having a Net Power Rating equal to or greater than 500 kW, the Parties shall comply with the forecasting provisions of Appendix E.

5.6. SCE shall have ingress and egress to examine the Site and Generating Facility for purposes connected with this Agreement.

6.      BILLING AND PAYMENT

6.1. The amount of energy purchased under this Agreement shall be determined by electrical meters and equipment owned, Operated, and maintained by SCE.

6.2. The Product Price, as set forth in Section 3 of Appendix H, shall equal the Market Price Referent ("MPR") most recently determined by the Commission prior to the Execution Date, using the project on-line year in which the date of actual Initial Operation occurs as described in Appendix H, and the Term as elected in Appendix H.

Adopted  2011 Market Price Referents
(Nominal- dollars/kWh)
Resource Type	10-Year	15-Year	20-Year	25-Year
2012 Baseload MPR	0.07688	0.08352	0.08956	0.09274
2013 Baseload MPR	0.08103	0.08775	0.09375	0.09695
2014 Baseload MPR	0.08454	0.09151	0.09756	0.10081
2015 Baseload MPR	0.08804	0.09520	0.10132	0.10464
2016 Baseload MPR	0.09156	0.09883	0.10509	0.10848
2017 Baseload MPR	0.09488	0.10223	0.10859	0.11206
2018 Baseload MPR	0.09831	0.10570	0.11218	0.11572
2019 Baseload MPR	0.10186	0.10928	0.11587	0.11946
2020 Baseload MPR	0.10550	0.11296	0.11965	0.12326

6.3. Producer agrees to sell all electric energy produced by the Renewable Generating Facility as specified herein in Section 6.4 below together with all Green Attributes, Capacity Attributes and Resource Adequacy Benefits (collectively, the "Attributes") to SCE.

6.4. SCE shall pay Producer for all Attributes and all electrical energy, net of Station Use, measured by the Net Generation Output Meter ("NGOM") as defined in SCE's Rule 21 and located as shown on the Single-Line Diagram of Appendix A

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

6.5. For the purpose of calculating monthly payments, the amount measured by the NGOM shall be time-differentiated according to the time period and season of the receipt of Product by SCE from Producer ("TOU Periods") and the pricing shall be weighted by the Energy Allocation Factors set forth in Appendix G.

As set forth in Appendix G, TOU Periods for the winter season shall be mid-peak, off-peak and super off-peak and TOU Periods for the summer season shall be on-peak, mid-peak and off-peak.

The monthly payment shall equal the sum of the monthly TOU Period payments for all TOU Periods in the month. Each monthly TOU Period payment shall be calculated pursuant to the following formula, where "n" is the TOU Period being calculated:

TOU PERIOD PAYMENT  = A x B x C

Where:

A  =           Product Price specified in Appendix H in $/kWh.

B  =           Energy Allocation Factor, set forth in Appendix G, for the TOU Period being calculated.

C  =           The sum of energy recorded by the NGOM in all hours for the TOU Period being calculated in kWh.

6.6. SCE shall adjust the energy and demand amounts recorded by the SCE billing meter at the Point of Common Coupling, as defined in SCE's Rule 21, to reflect the net generation output amounts measured by the NGOM for purposes of billing the Producer in accordance with SCE's applicable Tariff rate schedule(s).

6.7. SCE shall determine the amount of energy received by SCE pursuant to this Agreement for each monthly period and provide a statement to Producer approximately thirty (30) days after each. monthly meter reading date.

6.8. SCE shall not be obligated to issue a payment to Producer until the amount due for the energy received pursuant to this Agreement exceeds one thousand dollars ($1000), except that SCE shall pay all amounts due to Producer pursuant to this Agreement at least once per calendar year no later than 30 days after the end of the calendar year.

6.9. Unless otherwise agreed in writing by the Parties, any payment due for Product received under this Agreement shall be satisfied by SCE issuing a check to Producer. Alternatively, SCE reserves the right, but shall not be obligated to apply any amount owed to Producer toward any amounts due to SCE from Producer for any charges incurred under this ·Agreement or for past due bills for electric service or for SCE services.

6.10. In the event adjustments to SCE's payments are required as a result of inaccurate metering equipment, SCE shall determine the correct amount of energy received under this Agreement during the period of inaccuracy and recompute the amount due to or from Producer. Any refund due and payable to SCE or due by SCE to Producer resulting from inaccurate metering shall be made within thirty (30) calendar days of SCE's Notice to Producer by SCE of the amount due.

6.11. Monthly charges, if any, associated with Interconnection Facilities shall be billed and paid pursuant to the applicable Interconnection Facilities Financing and Ownership Agreement in Appendix B and monthly charges, if any, associated with electric service provided by SCE shall be billed and paid pursuant to the applicable Tariffs filed by SCE with the Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

7.      INTERCONNECTION FACILITIES

7.1. Producer and/or SCE, as appropriate, shall provide Interconnection Facilities that adequately protect SCE's Distribution System, personnel, and other persons from damage or injury, which may be caused by the Operation of Producer's Renewable Generating Facility.

7.2. Producer shall be solely responsible for the costs, design, purchase, construction, Operation, and maintenance of the Interconnection Facilities that Producer owns.

7.3. If the provisions of SCE's Rule 21, or any other Tariff approved by the Commission, require SCE to own and operate a portion of the Interconnection Facilities, Producer and SCE shall promptly execute an Interconnection Facilities Financing and Ownership Agreement that establishes and allocates responsibility for the design, installation, Operation, maintenance, and ownership of the Interconnection Facilities. This agreement shall be attached to and made a part of this Agreement as Appendix B.

8.      CURTAILMENT

8.1. Producer shall promptly curtail the production of the Generating Facility: (i) upon Notice from SCE that SCE has been instructed by the CAISO or the Transmission Provider to curtail energy deliveries; (ii) upon Notice that Producer has been given a curtailment order or similar instruction in order to respond to an Emergency; (iii) if no CAISO Schedule was awarded in either the Day-Ahead Market or the Real-Time Market and SCE notifies Producer to curtail the production of the Generating Facility; or (iv) if SCE issues an OSGC Order.

8.2. For each day of the Term, if no CAISO Schedule is awarded for the Forecasted energy in both the Day-Ahead Market and Real-Time Market for such day, and the Generating Facility has not been curtailed pursuant to Section 8.1(i) or (ii), then, so long as Producer's actual availability establishes that the Generating Facility would have been able to deliver but for the fact an CAISO Schedule was not awarded, SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the amount of energy Producer would have been able to deliver but for the fact that Producer did not receive an CAISO Schedule. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.3. If SCE bids the energy from the Generating Facility into the Day-Ahead Market or Real-Time Market and the CAISO awards an CAISO Schedule as a result of that bid, SCE shall have the right, but not the obligation, to order Producer to curtail the delivery of energy (an "Over­Schedule Generation Curtailment Order" or "OSGC Order") in excess of an CAlSO Schedule awarded pursuant to this Section 8.3 (the "Over-Schedule Generation Curtailment Quantity" or "OSGC Quantity"). SCE shall pay Producer the Product Price, as adjusted by Appendix G, for the OSGC Quantity Producer would have been able to deliver but for the fact that SCE issued an OSGC Order. The amount of energy that could have been delivered will be determined in accordance with Section 8.4.

8.4. SCE shall estimate the amount of energy the Generating Facility would have been able to deliver under Sections 8.2 and 8. 3. SCE shall apply accepted industry standards in making such an estimate and take into consideration the actual availability of the Generating Facility, past performance of the Generating Facility, meteorological data, solar irradiance data (if applicable), and any other relevant information. Producer shall cooperate with SCE's requests for information associated with any estimate made hereunder. SCE's estimates under this Section 8 for the amount of energy that the Generating Facility would have been able to deliver under Sections 8.2 and 8.3 will be determined in SCE's sole discretion.

9.      DEVELOPMENT SECURITY.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

h

9.1. On or before the thirtieth (301  ) day following the Effective Date, Producer shall post and thereafter maintain a development fee (the "Development Security") equal to twenty dollars ($20) for each kilbwatt of the Gross Power Rating. The Development Security will be held by SCE and must be in the form of either a cash deposit or the Letter of Credit. If Producer establishes the Development Security in the form of a cash deposit, SCE shall make monthly Simple Interest Payments to Producer in accordance with the terms of this Agreement.

9.2.           If, on or before Initial Operation, Producer:

(a) Demonstrates to SCE's satisfaction that Producer has installed all of the equipment or devices necessary for the Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return the Development Security to Producer within thirty (30) days of Initial Operation;

(b) Has not installed any of the equipment or devices necessary for any Generating Facility to satisfy any of the Gross Power Rating, Producer shall forfeit, and SCE shall have the right to retain, the entire Development Security and terminate this Agreement; or

(c) Has installed only a portion of the equipment or devices necessary for a Generating Facility to satisfy the Gross Power Rating of such Generating Facility, SCE shall return, within thirty (30) days of Initial Operation, only the portion of the Development Security equal to the product of twenty dollars ($20) per kW of the portion of the Gross Power Rating available to deliver the Product to SCE at the Point of Common Coupling. This Section 9.2 is subject to any extension of Initial Operation as to which Producer is the Claiming Party or under Section 2.9(b) and 2.9(c).

10.           LIMITATION OF LIABILITY

Each Party's liability to the other Party for any loss, cost, claim, injury, liability, or expense, including reasonable attorney's fees, relating to or arising from any act or omission in its performance of this Agreement, shall be limited to the amount of direct damage actually incurred. In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages of any kind whatsoever.

11.           INSURANCE

11.1. In connection with Producer's performance of its duties and obligations under this Agreement, Producer shall maintain, during the term of this Agreement, general liability insurance with a combined single limit of not less than:

(a) Two million dollars ($2,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than one hundred (100) kW;

(b) One million dollars ($1,000,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is greater than twenty (20) kW and less than or equal to one hundred (100) kW; and

(c) Five hundred thousand dollars ($500,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is twenty (20) kW or less.

(d) Two hundred thousand dollars ($200,000) for each occurrence if the Gross Power Rating of Producer's Renewable Generating Facility is ten (10) kW or less and Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE.

Such general liability insurance shall include coverage for "Premises-Operations, Owners and Contractors Protective, Products/Completed Operations Hazard, Explosion, Collapse,

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

Underground, Contractual Liability, and Broad Form Property Damage including Completed Operations."

11.2. The general liability insurance required in Section 11.1 shall, by endorsement to the policy or policies, (a) include SCE as an additional insured; (b) contain a severability of interest clause or cross-liability clause; (c) provide that SCE shall not by reason of its inclusion as an additional insured incur liability to the insurance carrier for payment of premium for such insurance; and (d) provide for thirty (30) calendar days' written notice to SCE prior to cancellation, termination, alteration, or material change of such insurance.

11.3. If Producer's Renewable Generating Facility is connected to an account receiving residential service from SCE and the requirement of Section 11.2(a) prevents Producer from obtaining the insurance required in Section 11.1, then upon Producer's written Notice to SCE in accordance with Section 12.1, the requirements of Section 11.2(a) shall be waived.

11.4. Evidence of the insurance required in Section 11.2 shall state that coverage provided is primary and is not in excess to or contributing with any insurance or self-insurance maintained by SCE.

11.5. Producer agrees to furnish the required certificates and endorsements to SCE prior to Initial Operation. SCE shall have the right to inspect or obtain a copy of the original policy or policies of insurance.

11.6. If Producer is self-insured with an established record of self-insurance, Producer may comply with the following in lieu of Sections 11.1 through 11.4:

(a) Producer shall provide to SCE, at least thirty (30) calendar days prior to the date of Initial Operation, evidence of an acceptable plan to self-insure to a level of coverage equivalent to that required under Section 11.1.

(b) If Producer ceases to self-insure to the level required hereunder, or if Producer is unable to provide continuing evidence of Producer's ability to self-insure, Producer agrees to immediately obtain the coverage required under Section 11.1.

11.7. All insurance certificates, statements of self insurance, endorsements, cancellations, terminations, alterations, and material changes of such insurance shall be issued, clearly labeled with agreement ID number and submitted to the following:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O.:           Box: 800 .

City:           Rosemead, CA 91770

12.           NOTICES

12.1. Any written notice, demand, or request required or authorized in connection with this Agreement ("Notice") shall be deemed properly given if delivered in person or sent by first class mail, postage prepaid, to the person specified below:

If to SCE:

Southern California Edison Company

Attention: Vice President, Renewable & Alternative Power

Address: 2244 Walnut Grove Avenue

P.O:           Box 800

City:           Rosemead, CA 91770

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

Phone:         (626) 302-1212

FAX:           (626) 302-9622

If to Producer:

Producer Name: Coronus YUCCA VALLEY EAST 3 LLC

Address: 1100-1200 West 73'' Ave.

City:  Vancouver, BC, Canada V6P 6G5

Phone: (604) 267-7078

FAX: (604) 267-7080

12.2. A Party may change its address for Notices at any time by providing the other Party Notice of the change in accordance with Section 12.1.

12.3. All Notices must reference the agreement ID number set forth on the first page of this Agreement.

12.4. Notices (other than forecasts and schedules) shall, unless otherwise specified herein, be in writing and may be delivered in person, United States mail or overnight courier service.

12.5. Notice by hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day, unless a different date for the Notice to go into effect is stated in another section of this Agreement.

12.6. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent.

12.7. The Parties may also designate operating representatives to conduct the daily communications, which may be necessary or convenient for the administration of this Agreement. Such designations, including names, addresses, and phone numbers may be communicated or revised by Notice provided in accordance herewith.

13.           REVIEW OF RECORDS AND DATA

13.1. SCE shall have the right to review and obtain copies of Producer's operations and maintenance records, logs, or other information such as, but not limited to, unit availability, maintenance outages, circuit breaker operation requiring manual reset, relay targets and unusual events pertaining to Producer's Renewable Generating Facility or its Interconnection with SCE's Distribution System.

(a) Producer authorizes SCE to release to the CEC and/or the Commission information regarding the Renewable Generating Facility, including the Producer's name and location, and the size, location and operational characteristics of the Renewable Generating Facility, the Term, the ERR type, the Initial Operation Date·and the Net Power Rating of the Renewable Generating Facility, as requested from time to time pursuant to the CEC's or Commission's rules and regulations.

14.           ASSIGNMENT

Producer may not assign this Agreement or its rights or obligations under this Agreement without SCE's prior written consent, which consent will not be unreasonably withheld; provided, however, that Producer may, without SCE's consent (and without relieving Producer from liability under this Agreement), transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof to its Lender in connection with any financing for a Generating Facility if (i) such

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

Lender assumes the payment and performance obligations provided under this Agreement with respect to Producer, (ii) such Lender agrees in writing to be bound by the terms and conditions of this Agreement, and (iii) Producer delivers such tax and enforceability assurance as SCE may reasonably request  Any assignment of this Agreement by Producer without SCE's written consent is not valid.

15.           NON-WAIVER

None of the provisions of this Agreement shall be considered waived by a Party unless such waiver is given in writing. The failure of a Party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or to take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights for the future, but the same shall continue and remain in full force and effect

16. GOVERNING LAW, JURISDICTION OF COMMISSION, INCLUSION OF SCE's TARIFF RATE SCHEDULES, DEFINED TERMS

16.1. This Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California without giving effect to choice of law provisions that might apply to the law of a different jurisdiction. Each Party waives its respective right to any jury trial with respect to any litigation arising under or in connection with this Agreement

16.2. The Interconnection and services provided under this Agreement shall at all times be subject to the terms and conditions set forth in the Tariffs applicable to the electric service provided by SCE. Copies of such Tariffs are available at www.sce.com or by request to SCE and are incorporated by reference into this Agreement.

16.3. When initially capitalized, whether in the singular or in the plural, the terms used herein shall have the meanings assigned to them either in this Agreement, Appendix F; in SCE's Rule 1 or Rule 21, Section H; or SCE's Schedule CREST. If any term is defined in both Rule 1 and Rule 21, the definition in Rule 21 shall prevail. If any term is defined in both Schedule CREST and this Agreement, the definition in Schedule CREST shall prevail.

17.           AMENDMENTS AND MODIFICATION

This Agreement can only be amended or modified by a written agreement signed by both Parties.

18.           ENTIRE AGREEMENT

18.1. This Agreement, including any incorporated Tariffs and Rules, contains the entire agreement and understanding between the Parties, their agents, and employees as to the subject matter of this Agreement. Each Party also represents that in entering into this Agreement, it has not relied on any promise, inducement, representation, warranty, agreement or other statement not set forth in this Agreement or in the incorporated Tariffs and Rules.

19.           FORCE MAJEURE

19.1. Neither Party shall be in default in the performance of any of its obligations set forth in this Agreement, except for obligations to pay money, when and to the extent failure of performance is caused by Force Majeure.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

19.2. If a Party, because of Force Majeure, is rendered wholly or partly unable to perform its obligations when due under this Agreement, such Party (the "Claiming Party") shall be excused from whatever performance is affected by the Force Majeure to the extent so affected. In order to be excused from its performance obligations under this Agreement by reason of Force Majeure:

(a) The Claiming Party, on or before the fourteenth (14th) day after the initial occurrence of the claimed Force Majeure, must give the other Party Notice describing the particulars of the occurrence; and

(b) The Claiming Party must provide timely evidence reasonably sufficient to establish that the occurrence constitutes Force Majeure as defined in this Agreement.

19.3. The suspension of the Claiming Party's performance due to Force Majeure may not be greater in scope or longer in duration than is required by such Force Majeure. In addition, the Claiming Party shall use diligent efforts to remedy its inability to perform. When the Claiming Party is able to resume performance of its obligations under this Agreement, the Claiming Party shall give the other Party prompt Notice to that effect.

19.4. The non-Claiming Party may terminate this Agreement on at least five (5) Business Days' prior Notice, in the event of Force Majeure which materially interferes with such Party's ability to perform its obligations under this Agreement and which extends for more than 365 consecutive days, or for more than a total of 365 days in any consecutive 540-day period.

20.           INDEMNIFICATION

20.1. Each Party as indemnitor shall defend, save harmless and indemnify the other Party and the directors, officers, employees, and agents of such other Party against and from any and all loss, liability, damage, claim, cost, charge, demand, or expense (including any direct, indirect, or consequential loss, liability, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees) for injury or death to persons, including employees of either Party, and physical damage to property including property of either Party arising out of or in connection with the negligence or willful misconduct of the indemnitor relating to its obligations under this Agreement. This indemnity applies notwithstanding the active or passive negligence of the indemnitee; provided, however, that neither Party is indemnified under this Agreement for its loss, liability, damage, claim, cost, charge, demand or expense to the extent resulting from its own negligence or willful misconduct.

20.2. Producer shall defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, for and against any penalty imposed upon SCE to the extent caused by Producer's failure to fulfill its obligations as set forth in Section

6.3.

20.3. Each Party releases and shall defend, save harmless and indemnify the other Party from any and all loss, liability, damage, claim, cost, charge, demand or expense arising out of or in connection with any breach made by the indemnifying Party of its representations, warranties and covenants in Sections 2.10 and 18, and Appendices C and D. Notwithstanding anything to the contrary in this Agreement, if Producer fails to comply with the provisions of Section 11, Producer shall, at its own cost, defend, save harmless and indemnify SCE, its directors, officers, employees, and agents, assigns, and successors in interest, from and against any and all loss, liability, damage, claim, cost, charge, demand, or expense of any kind or nature (including any direct, indirect, or consequential loss, damage, claim, cost, charge, demand, or expense, including reasonable attorneys' fees and other costs of litigation), resulting from injury or death to any individual or damage to any property, including the personnel or property of SCE, to the extent that SCE would have been protected had Producer complied with all of the provisions of Section 11. The inclusion of this Section 20.3 is not intended to

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

create any express or implied right in Producer to elect not to provide the insurance required under Section 11.

20.4.           All indemnity rights survive the termination of this Agreement for 12 months.

21.           SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have caused two originals of this Agreement to be executed by their duly authorized representatives. This Agreement is effective ("Effective Date") as of the last date set forth below.

CORONUS YUCCA VALLEY EAST 3 LLC		SOUTHERN CALIFORNIA EDISON COMPANY
By:	Jeff Thachuk	By:	Marc Ulrich
Name:	Jeff Thachuk	Name:	Marc Ulrich
Title:	President	Title:	Vice President of Renewable & Alternative Power
Date:	Jan. 9 2013	Date:	January 15, 2013

APPENDIX A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING FACILITIES

AND SINGLE-LINE DIAGRAM

(Provided by Producer)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX  A

DESCRIPTION OF RENEWABLE AND NON-RENEWABLE GENERATING

FACILITES AND SINGLE-LINE DIAGRAM

General

The Coronus YUCCA VALLEY EAST 3 Generating Facility is owned by Coronus Energy and operated by Belectric.  It will utilize non-concentrating solar photovoltaic technology to generate electricity for sale to SCE.

Site

The Generating Facility is located on approximately 10 acres with an address of 6350 Mount Shasta Avenue in APPLE VALLEY, San Bernardino County in California. The centroid of the solar array is 34.1383°N, -116.2262°W.  The site is dedicated to the Generating Facility use only.

Interconnection

The Generating Facility is to be interconnected to SCE's Allegra circuit out of Carodean substation in the Devers system and has a service voltage of 12 kV. The interconnection  is via a 12 kV line extension (see CREST 5618, SYSTEM IMPACT STUDY).

Expected Performance

The Generating Facility has been designed to provide 1,500 kW.  The average annual energy production is expected to be 3,603,000 kWh.

Equipment Summary

The Generating Facility is comprised of a solar array, current inverter(s), inverter output transformer(s), interconnection service transformer (if applicable), electrical metering equipment, telemetering equipment and meteorological equipment including SCADA system. The following summarize the major equipment: See the SITE PLAN C1.1 and AC INTERCONNECTION SINGLE LINE DIAGRAM  E 2.1 drawing sheets in this Appendix.

Solar  Array

The solar array is mounted on racks with a fixed tilt angle of 20° C from horizontal and facing 195°C from magnetic North.  The solar array is comprised of22,960 modules manufactured by First Solar model FS-380 with an output rating of 80 watts at Standard Test Conditions.  The Gross Rating of the solar array is 22,960 modules times .080 kW for a Gross Rating of I ,836.8 kW.  The nominal solar array output voltage will range from -1000 V DC to 1000 V DC Max floating, I OOOV Max across inverter terminals at the current inverter input terminals.  The electrical arrangement of modules, strings and combiner boxes can be determined by examination of the SITE PLAN C1.1 and AC INTERCONNECTION  SINGLE LINE DIAGRAM E2.1 in this Appendix.

Current Inverter

The Generating Facility uses current inverters to convert the solar array direct current to alternating current at the service connection frequency of 60 Hz.  The Generating Facility has two cmrent inverters manufactured by SMA model Sunny Central 750 CP-US with an output rating of750 leVA and 342 V AC.  The design operating power factor of the current inverters is

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

100%.  The current inverter can operate with leading 0.90 to lagging of 0.90 power factor.

Inverter Output Transformer

Two current inverters described above are connected to a single transformer.  The transformer is manufactured  by Cooper.  The transformer is rated 12 KV/342V, 1.5KVA.

The electrical arrangement of solar array, current inverters, inverter output transformers and interconnection service transformer can be determined by examination of the AC INTERCONNECTION SINGLE LINE DIAGRAM E2.1 in this Appendix.

Metering

The Generating Facility includes the following electrical meters and associated appurtenances:

√  SCE combined Billing and NGO meter

√  Generating Facility owned meter

Telemetering

The Generating Facility includes the following telemetering equipment to transmit telemetry via

Choose an item. to SCE and CISO as required by tariff or this Agreement:

√  SCE Remote Terminal Unit ("RTU").

√  SCE Real Time Energy Metering system ("RTEM").

√  Other:  TBD

Meteorological Equipment

The Generating Facility contains meteorological equipment organized into MET STATION PAD stations located {TBD}.  The meteorological equipment meets standards of: {TBD BASED ON SCE REQUIRMENT}

Site Improvements

The site of the Generating Facility has been improved to include the following attributes:

√  Access road.

√  Fencing of the perimeter of the Generating Facility.

√  Manual gate with chain and lock.

√  Site well water. IRRIGATION AND WASTE WATER ONLY IF ALLOWED UNDER CUP

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

•

l

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX B

(If Applicable)

INTERCONNECTION FACILITIES FINANCING AND OWNERSHIP AGREEMENT

(Provided by SCE)

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX C

(Generating  Facilities in service after January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

IS AND WILL CONTINUE TO BE AN

"ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et seq. OF THE

CALIFORNIA PUBLIC UTILITIES CODE AND THAT THE OUTPUT WILL COMPLY WITH THE CALIFORNIA

RENEWABLE PORTFOLIO STANDARDS ("ERR/RPS Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bi111969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility complies with the requirements for "Eligible Renewable Resource" as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("ERR Requirements") and that the output from the Generating Facility complies with the requirements of the California Renewables Portfolio Standards ("RPS Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, its Renewable Generating Facility shall continue to comply with the ERR Requirements and RPS Requirements.  If Producer becomes aware that the Renewable Generating Facility or its output has ceased to comply with the ERR Requirements or RPS Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the ERR Requirements or RPS Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the ERR Requirements and RPS Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the ERR Requirements and RPS Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the ERR Requirements or RPS Requirements, then the Eligible Renewable Resource Status (the "ERR Status") or Renewables Portfolio Standard Status (the "RPS Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Eligible Renewable Resource Generation Facility or RPS Requirements (the "ERR/RPS Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the ERR/RPS Status Change and provide Notice to Producer of the ERR/RPS Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the ERR/RPS Status Change.  This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the ERR Requirements or RPS Requirements. SCE"s Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the ERR/RPS Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the ERR Requirements and RPS Requirements and therefore was eligible to sell power to SCE as a result of satisfying the ERR Requirements and RPS Requirements.

During the period when the ERR Status or RPS Status is deemed to be ineffective, SCE shall not pay Producer for Product. Notwithstanding the foregoing, to the extent a change in law occurs after execution of this Agreement that causes the warranty contained in this Appendix C to be materially false or misleading, Producer shall not be in default of this Agreement if Producer has used commercially reasonable efforts to comply with such change in law.

Any amounts to be paid or refunded by Producer, as may be invoiced by SCE pursuant to the terms of this ERR Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX D

(Generating Facilities in service prior to January 1, 2002)

PRODUCER'S WARRANTY THAT THE RENEWABLE GENERATING FACILITY

WAS AND WILL CONTINUE TO BE BOTH A "SMALL POWER PRODUCER QUALIFYING FACILITY"

PURSUANT TO THE POLICIES AND PRACTICES OF THE FEDERAL ENERGY REGULATORY

COMMISSION AND AN "ELIGIBLE RENEWABLE RESOURCE" PURSUANT TO SECTION 399.11 et

seq. OF THE CALIFORNIA PUBLIC UTILITIES CODE ("SPP QF Warranty")

For the purpose of selling power produced by the Generating Facility pursuant to Assembly Bill1969, under Section 399.20 et seq. of the California Public Utilities Code, Producer hereby declares that the Renewable Generating Facility prior to January 1, 2002 complied with the requirements and for the Term of this Agreement shall continue to comply with both the requirements for a Small Power Producer "Qualifying Facility" as such term is used in 18 Code of Federal Regulations Part 292, Section 292.203 et seq. implementing the Public Utility Regulatory Policies Act of 1978 as amended by the Energy Policy Act of 2005 and the requirements for "Eligible Renewable Resource", applicable for resources in service prior to January 1, 2002, as such term is used in Section 399.11 et seq. of the California Public Utilities Code ("SPP QF Requirements").

Producer warrants that, beginning on the date of Initial Operation and continuing throughout the Term of this Agreement, the Renewable Generating Facility shall continue to comply with such SPP QF Requirements.  If Producer becomes aware that its Renewable Generating Facility has ceased to comply with the SPP QF Requirements, Producer shall promptly provide SCE with Notice of such change pursuant to Section 12 of the Agreement. If at any time during the Term of this Agreement SCE determines in its reasonable discretion that Producer's Renewable Generating Facility may no longer comply with the SPP QF Requirements, SCE may require Producer to provide evidence that the Renewable Generating Facility continues to comply with the SPP OF Requirements within 15 business days of SCE's Notice requesting such evidence. Additionally, SCE may periodically (typically, once per year) inspect Producer's Renewable Generating Facility and/or require documentation from Producer to monitor the Renewable Generating Facility's compliance with the SPP QF Requirements.  If SCE determines in its reasonable judgment that Producer either failed to provide evidence in a timely manner or that it provided insufficient evidence that its Renewable Generating Facility continues to comply with the SPP QF Requirements, then the Small Power Producer Qualifying Facility Status (the "SPP QF Status") of the Renewable Generating Facility shall be deemed ineffective until such time as Producer again demonstrates to SCE's reasonable satisfaction that the Renewable Generating Facility complies with the requirements for a Small Power Producer Qualifying Facility (the "SPP QF Status Change").

SCE shall revise its records and the administration of this Agreement to reflect the SPP QF Status Change and provide Notice to Producer of the SPP QF Status Change pursuant to Section 12 of this Agreement. Such Notice shall specify the effective date of the SPP QF Status Change. This date shall be the first day of the calendar month for which SCE determines in its sole discretion that the Renewable Generating Facility first ceased to comply with the SPP QF Requirements.  SCE's Notice shall include an invoice for the refund of payments that were made to Producer during the period between the effective date of the SPP OF Status Change and the date of the last Notice in reliance upon Producer's representations that the Renewable Generating Facility complied with the SPP QF Requirements and therefore was eligible to sell power to SCE as a result of satisfying the SPP QF Requirements.

During the period when the SPP QF Status is deemed to be ineffective, SCE shall not pay Producer for Product.

Any amounts to be paid or refunded by Producer, as may be invoked by SCE pursuant to the terms of this SPP QF Warranty, shall be paid to SCE within 30 days of Producer's receipt of such invoice.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX  E

Forecast Requirements

for Generating Facilities that have a Net Power  Rating greater or equal to 500 kW

1.      Introduction.

The Parties shall abide by the Forecast requirements  and procedures  described below and shall make reasonable  changes  to these requirements  and procedures  from time-to-time,  as necessary to:

(a)           Comply with CAISO Tariff changes or Commission  orders; and

(b)           Accommodate  changes to their respective generation technology  and organizational structure.

2.      Procedures.

(a)           Weekly Forecasting  Procedures.

(i)      Producer's Forecasting  Responsibilities.

Producer must meet all of the following requirements specified below:

(1) Beginning the Wednesday prior to the planned Initial Operation of the Renewable  Generating Facility, Producer will electronically provide SCE with an Energy Forecast for the next calendar week, by no later than 5PM Wednesday  of the week preceding  the week covered by the Energy Forecast.

The Energy Forecast submitted to SCE shall:

a) Not include  any anticipated or expected electric energy losses between the Net Generation  Output Meter and the Point of Common Coupling;

b)           Be constructed  using file formats, templates, and naming conventions  agreed to by the Parties.

c)           Include Producer's contact information.

d) Be sent to presched@sce.com with a copy to electrade@sce.com or through SCE-provided  software, or as otherwise instructed by SCE.

e)           Limit hour-to-hour forecast changes  to no less than one hundred (100) kW.

(2) If Producer revises any Energy Forecast submitted  pursuant  to Item 2(a)(i)(1) the revision in the Energy Forecast shall be communicated by Producer to SCE's Day-Ahead Group no later than 8:30a.m. the day prior to the effective date of the revision.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

Producer shall contact SCE's Day-Ahead  Group at:

Scheduling Desk:

Phone:                      (626) 307-4420

Backup:                      (626) 307-4425

Fax:           (626) 307-4413

Email:                      presched@sce.com

(3) If Producer revises any Energy Forecast submitted pursuant  to Item 2(a)(i)(1) or Item 2(a)(i)(2) the revision in the Energy Forecast shall be communicated by Producer to SCE's Real-Time  Group no later than one half (Y,) hour prior to the CAISO's Hour-Ahead  scheduling deadline.

Producer shall contact SCE's Real-Time  Group at:

Operations Desk:

Phone:                      (626) 307-4453

Back-up:                      (626) 307-4410

Fax:           (626) 307-4416

Email:                      presched@sce.com

(b)           30-Day Forecasting Procedures.

Producer must meet all of the following requirements for Forecasting electric energy to be received by SCE from the Producer as specified below.

(i) In addition to the requirements  set forth in Item 2(a) above, Producer shall electronically provide SCE with a rolling 30-day Energy Forecast, beginning  at least thirty (30) days prior to commencement of the Term.

These files shall:

(1) Be constructed  using reasonable file formats, templates, and naming conventions  agreed to by the Parties.

(2)                 Include Producer's  contact information.

(3) Be sent to esmstpoutage@sce.com with a copy to presched@sce.com or through SCE-provided  software, or as otherwise instructed  by SCE.

(4)                 Limit hour-to-hour  forecast changes to no less than one hundred (100) kW.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

(ii) Producer shall update the rolling 30-day hourly forecast weekly by 5:00 PM each Wednesday and send to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

(iii) If Producer learns of any inaccuracies in its most recently submitted 30-day hourly Energy Forecast affecting the period between the date Producer learns of the inaccuracy and the date that the next updated 30-day hourly

Energy Forecast is due, Producer shall promptly send an updated Energy Forecast, to esmstpoutage@sce.com with a copy to presched@sce.com or use an SCE provided web client (the "Web Client") if it is available.

3.      Outage Scheduling Procedures.

Producer shall be responsible for all costs associated with all requirements and timelines for generation outage Scheduling contained in the Producer's otherwise applicable retail Tariff and applicable CAISO Tariffs.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIXF

Definitions

The following terms shall have the following meaning for purposes of this Agreement.

1. "Agreement" has the meaning set forth in the Preamble.

2. "Applicable Law" means all constitutions, treaties, laws, ordinances, rules, regulations, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to any Party, a Generating Facility or the terms of this Agreement.

3. "Attributes" has the meaning set forth in Section 6.3.

4. "Business Day" means any day except a Saturday, Sunday, a Federal Reserve Bank holiday, or the Friday following Thanksgiving. A Business Day shall begin at 8:00a.m. and end at 5:00p.m. local time for the Party sending the Notice or payment or performing a specified action.

5. "CAISO" means the California Independent System Operator Corporation or successor entity that dispatches certain generating units and loads and controls the transmission facilities of entities that:

a) Own, operate and maintain transmission lines and associated facilities or have entitlements to use certain transmission lines and associated facilities; and

b)      Have transferred to the CAlSO or its successor entity operational control of such facilities or entitlements.

6. "CAISO Schedule," "CAISO Scheduled" or "CAISO Scheduling" means the action of SCE in submitting bids to the CAlSO and receiving all CAISO markets results from the CAISO; provided, that a CAISO market result where the Generating Facility is instructed to deliver zero (0) kWhs is not considered a "CAISO Schedule" for purposes of this Agreement.

7. "CAISO Tariff" means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time-to-time and approved by FERC.

8. "California Solar Initiative" means the California Solar Initiative Program implemented and overseen by the CPUC, and as may be revised from time to time.

9. "Capacity Attributes" means any and all current or future defined characteristics, certificates, tag, credits, ancillary service attributes, or accounting constructs, howsoever entitled, including any accounting construct counted toward any resource adequacy requirements, attributed to or associated with the Renewable Generating Facility or any unit of generating capacity of the Renewable Generating Facility during the Term.

10.      "CEC" means the California Energy Commission.

11.      "Claiming Party" has the meaning set forth in Section 19.2.

12.      "Commission" means the California Public Utilities Commission.

13.      "CPUC" means the California Public Utilities Commission.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

14. "Credit Rating" means with respect to any entity, on the relevant date of determination, the respective ratings then assigned to such entity's unsecured, senior long-term debt or deposit obligations (not supported by third party credit enhancement) by S&P, Fitch or Moody's.  If no rating is assigned to such entity's unsecured, senior long-term debt or deposit obligation by S&P, Fitch or Moody's, then "Credit Rating" means the general corporate credit rating or long-term issuer rating assigned by the other two ratings agencies.

15. "CREST" means .Qalifornia Renewable ];nergy .§mall Iariff the SCE Tariff schedule that expands

Tariff Schedule WATER to Eligible Customers.

16. "Day-Ahead Market" has the meaning set forth in the CAISO Tariff.

17. "Development Security" has the meaning set forth in Section 9.1.

18. "Effective Date" or "PPA Effective Date" has the meaning set forth in Section 21.

19. "Eligible Customer" has the meaning set forth in Tariff Schedule CREST.

20. "Emergency'' means (i) an actual or imminent condition or situation which jeopardizes the integrity of the electric system or the integrity of any other systems to which the electric system is connected or any condition so defined and declared by the CAISO; or (ii) an emergency condition as defined under an interconnection agreement and any abnormal interconnection or system condition that requires automatic or immediate manual action to prevent or limit loss of load or generation supply, that could adversely affect the reliability of the electric system or generation supply, that could adversely affect the reliability of any interconnected system, or that could otherwise pose a threat to public safety.

21. "Energy Forecast" has the meaning set forth in Appendix E.

22. "ERR" means a generating facility that qualifies as an eligible renewable electric energy resource for purposes of the RPS Legislation.

23. "ERR Requirements", "ERR Status", "ERRIRPS Status Change" and "ERR Warranty" have the meanings set forth in Appendix C.

24. "Execution Date" means the date of Producer's signature in Section 21 and compliance with the eligibility requirements of Schedule CREST and any applicable Commission decision with respect to Schedule CREST.

25. "FERC" means the Federal Energy Regulatory Commission.

26. "Fitch" means Fitch Ratings Ltd. or its successor.

27. "Force Majeure" means any event or circumstance (that is not anticipated as of the Effective Date) to the extent beyond the control of, and not the result of the negligence of, or caused by, the Party seeking to have its performance obligation excused thereby, which by the exercise of due diligence such Party could not reasonably have been expected to avoid and which by exercise of due diligence it has been unable to overcome.  Force Majeure does not include: (i) a failure of performance of any individual or entity, including any individual or entity providing electric transmission or distribution service or fuel transportation to a Generating Facility, except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure; (ii) failure to timely apply for or obtain Permits or other credits required to Operate a Generating Facility; (iii) breakage or malfunction of equipment (except to the extent that such failure was caused by an event that would otherwise qualify as Force Majeure); (iv) the lack of wind, solar irradiation or other fuel source of an inherently intermittent nature; or (v) any delay in providing, or cancellation of, interconnection service.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

28. "Forecast", "Forecast Requirements" and "Forecast Procedures" have the meanings set forth in Appendix E.

29. "Generating Facility" means Producer's Renewable and Non-renewable Generating Facilities, as more  particularly  described  in  Appendix A, together  with  all  materials,  equipment  systems, structures, features and improvements necessary to produce electric energy at such facility, excluding the Site, land rights and interests in land.

30. "Governmental Authority" means:

a) Any federal, state, local, municipal or other government;

b) Any governmental, regulatory or administrative agency, commission, or other authority lawfully exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; or

c) Any court or governmental tribunal.

31. "Green  Attributes"  means  any  and  all  credits,  benefits,  em1ss1ons  reductions,  offsets,  and allowances, howsoever entitled, attributable to the generation from the Generating Facility unit(s) and its displacement of conventional energy generation.   Green Attributes include but are not limited to Renewable Energy Credits, as well as:

a) Any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants;

b) Any avoided emissions of carbon dioxide (C02), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere;

c) The reporting rights to these avoided emissions, including, without limitation, such as Green Tag Reporting Rights; and

d)      Other tradable rights.

Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on kWh basis and one Green Tag represents the Green Attributes associated with 1,000 kWh of energy.

Green Attributes do not include:

e) Any electric energy, capacity, reliability or other power attributes from the Generating

Facility unit(s);

f) Production Tax Credits associated with the construction or operation of the Generating Facility and other financial incentives in the form of credits, reductions, or allowances associated with the Generating Facility)that are applicable to a state or federal income taxation obligation;

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

g) Fuel-related subsidies or "tipping fees" that may be paid to Producer to accept certain fuels, or local subsidies received by the Producer for the destruction of particular pre­ existing pollutants or the promotion of local environmental benefits; or

h) Emission reduction credits encumbered or used by the Generating Facility for compliance with local, state, or federal operating and/or air quality permits.

If the Generating Facility is a biomass or landfill gas facility and Producer receives any tradable Green Attributes based on the greenhouse gas reduction benefits or other emission offsets attributable to its fuel usage, it shall provide SCE with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Generating Facility

32. "Gross Power Rating" means the value, in kW, set forth in Section 2.3.

33. "Initial Operation" means the date the Renewable Generating Facility first Interconnects and Operates in parallel with SCE's Distribution System and the NGOM records electric energy received by SCE from the Renewable Generating Facility.

34. "Initial Operation Deadline" has the meaning set forth in Section 2.9

35. "Initial Synchronization" means the Generating Facility is operating in parallel with SCE's Distribution System and the first kWh of electric energy is measured by the NGOM,or SCE Meter, as applicable.

36. "Interconnect" or "Interconnection" have the meanings set forth in SCE's Rule 21 or the WDAT, as applicable.

37. "Interconnection Facilities Financing and Ownership Agreement" means that certain agreement between Producer and SCE attached hereto as Appendix B.

38. "Interest Rate" means an annual rate equal to the rate published in The Wall Street Journal as the "Prime Rate" (or, if more than one rate is published, the arithmetic mean of such rates) as of the date payment is due plus two (2) percentage points; provided, however, that in no event will the Interest Rate exceed the maximum interest rate permitted by Applicable Laws.

39. "Kw'' means a kilowatt (1,000 watts) of electric power.

40. "kWh" means a kilowatt-hour ( 1,000 watt-hours) of electric energy.

41. "Lender" means any financial institutions or successors in interest or assignees that provide(s) development, bridge, construction, permanent debt or tax equity financing or refinancing for the Generating Facility to Producer.

42. "Letter of Credit" means an irrevocable, nontransferable standby letter of credit provided by Producer from an issuer acceptable to SCE that is either a U.S. commercial bank or a U.S. branch of a foreign bank with the bank having a Credit Rating of at least "A-" from S&P and Fitch and "A3" from Moody's, in a form approved by SCE. Producer must bear the costs of all Letters of Credit.

43. "Market Price Referent" or "MPR" means the market price referent applicable to this Agreement as determined by the CPUC in accordance with California Public Utilities Code Section 399.15(c) for the Term as set forth in Section 6.2.

44. "Moody's" means Moody's Investor Services, Inc.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

45. "Net Generation Output Meter" or "NGOM" has the meaning set forth in SCE's Rule 21.

46. "Net Power Rating" is the value Gross Power Rating minus Station Use, in kW. The Net Power

Rating shall not exceed 1,500 kW per California Public Utilities Code Section 399.20{h).

47. "Non-renewable Generating Facility" means Producer's electric generating facility that exists on the Premises identified in Appendix A, but does not comply with the requirements set forth in Appendix C or Appendix D.

48. "Notice" has the meaning set forth in Section 12.1.

49. "Operate," "Operating" or "Operation" means to provide (or the provision of) all the operation, engineering, purchasing, repair, supervision, training, inspection, testing, protection, use, management, improvement, replacement, refurbishment, retirement, and maintenance activities associated with operating the Generating Facility in accordance with Prudent Electrical Practices.

50. "Party" or "Parties" have the meaning set forth in the Preamble.

51. "Permit" or "Permits" means all applications, approvals, authorizations, consents, filings, licenses, orders, permits or similar requirements imposed by any Governmental Authority, or the CAISO, in order to develop, construct, operate, maintain, improve, refurbish and retire the Generating Facility or to Schedule and deliver the electric energy produced by the Generating Facility to SCE, including the Authority to Construct permit.

Permits includes the documentation required by California Public Utilities Code Section 2812{d)1 for Producers subject to Section 2802 for hydroelectric Renewable Generating Facilities.

52. "Permit Approval" means approval by the relevant regulatory agencies of any Permit and shall be deemed obtained upon the issuance of such Permit, and shall not be invalidated by the pendency of an appeal or other post-issuance challenge to the issuance of the Permit.

53. "Point of Common Coupling" has the meaning set forth in SCE's Rule 21.

54. "Premises" means all of the real property and apparatus employed in a single enterprise on an integral parcel of land undivided, excepting in the case of industrial, agricultural, oil field, resort enterprises, and public or quasi-public institutions, by a dedicated street, highway, or other public thoroughfare, or a railway. Automobile parking lots constituting a part of, and adjacent to, a single enterprise may be separated by an alley from the remainder of the premises served.

55. "Producer" has the meaning set forth in the Preamble.

56.           "Product" means:

a) All electric power and energy produced by the Renewable Generating Facility, net of Station Use of the Renewable Generating Facility; and

b) All associated Environmental Attributes, Capacity Attributes, Renewable Energy Credits and Resource Adequacy Benefits.

57.      "Product Price" for this Agreement has the meaning set forth in Section 6.2.

58.      "Protective Functions" has the meaning set forth in SCE's Rule 21.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

59. "Prudent Electrical Practices" means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the Western United States, similar to the Generating Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability and safety.

Prudent Electrical Practices shall include, at a minimum, those professionally responsible practices, methods and acts described in the preceding sentence that comply with manufacturers' warranties, restrictions in this Agreement, and the requirements of Governmental Authorities, WECC standards, the CAISO and applicable laws.

Prudent Electrical Practices shall also include taking reasonable steps to ensure that:

a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Generating Facility's needs;

b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Generating Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Generating Facility and emergencies whether caused by events on or off the Site;

c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long term and safe operation of the Generating Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools;

d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed;

e) Equipment is not operated in a reckless manner, in violation of manufacturer's guidelines or in a manner unsafe to workers, the general public, or SCE's electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and

f) Equipment and components designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the Western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Site and under both normal and emergency conditions.

60. "Real-Time Market" has the meaning set forth in the CAISO Tariff.

61. "Renewable Energy Credit" has the meaning set forth in California Public Utilities Code Section 399.12(g), as may be amended from time to time or is further defined or supplemented by law."Renewable Generating Facility" means all of Producer's electric generating facilities as more particularly described in Appendix A, together with all materials, equipment systems, structures, features and improvements necessary to produce electric energy at such facility, (excluding the Site, land rights and interests in land) located at the Premises identified in Appendix A and complying with the requirements of Appendix Cor  Appendix D for the entire Term of this Agreement.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

62. "Resource Adequacy Benefits" means the rights and privileges attached to the Generating Facility that satisfy any entity's resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Generating Facility.

63. "Resource Adequacy Rulings" means CPUC Decisions 04-01-050, 04-10-035, 05-10-042,06-06-064, 06-07-031 and any subsequent CPUC ruling or decision, or any other resource adequacy laws, rules or regulations enacted, adopted or promulgated by any applicable Governmental Authority, as such decisions, rulings, laws, rules or regulations may be amended or modified from time-to-time during the Term.

64. "RPS Legislation" means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.

65. "RPS Requirements" and "RPS Status" have the same meanings set forth in Appendix C.

66. "Rule" means Tariff sheets which set forth the application of all rates, charges, and service when such applicability is not set forth in and as part of the rate schedules.

67. "S&P" means the Standard & Poor's Rating Group.

68. "SCE" has the meaning set forth in the Preamble.

69. "Schedule," "Scheduled" or "Scheduling" means the action of Producer and SCE, or their designated representatives of notifying, requesting, and confirming to each other the Forecast of electric energy from the Generating Facility being received by SCE at the Net Generation Output Meter.

70. "Schedule CREST" refers to one or more Tariff sheets setting forth the charges and conditions for a customer taking service from SCE under this Tariff who meets the definition of an Eligible Customer who owns and operates an Eligible Renewable Generating Facility, as defined in Schedule CREST. This Tariff is subject to such changes or modifications by the Commission as it may from time to time direct in the exercise of its jurisdiction.

71. "Simple Interest Payment" means a dollar amount calculated by multiplying the (i) dollar amount on which the Simple Interest Payment is based, times (ii) the Interest Rate, times (iii) the result of dividing the number of days in the calculation period by 360.

72. "Site" means the real property on which the Renewable Generating Facility is, or will be located, as further described in Appendix A

73. "Small Power Producer Qualifying Facility" or "SPP QF" means a facility certified by the FERC as a small power producer and certified by the CEC as an ERR that was in service prior to January 1, 2002.

74. "SPP QF Requirements", "SPP QF Status", "SPP QF Status Change" and "SPP QF Warranty" have the meanings set forth in Appendix D.

75. "Station Use" means the electric energy produced by the Renewable or Non-renewable Generating Facility that is:

a) Used within the respective Generating Facility to power the lights, motors, control systems and other electrical loads that are necessary for Operation; and

b)      Consumed within the respective Generating Facility's electric energy distribution system as losses.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

76. "Tariff(s)" mean(s) the entire body of effective rates, rentals, charges, and rules collectively  of SCE, as set forth herein, and including  title page, preliminary  statement, service area maps, rate schedules, list of contracts and deviations, Rules, and sample forms.

77. "Term" has the meaning  used in Appendix H.

78. "Term End Date" means 12:01 A.M. on the day following the completion of the Term specified in Appendix H.

79. "Term Start Date" means the date of Initial Operation as specified in Appendix H upon SCE's completion of Appendix H.

80. "Term Year" means a twelve (12) month period beginning on the first day of the calendar month following Initial Operation and each successive twelve (12) month period thereafter.

81. "TOU Periods" means the time of use periods for determination  of payments as set forth in Appendix G.

82. "Transmission Provider" means any entity or entities responsible for the interconnection of the Generating  Facility with SCE's Distribution  System or transmitting  the Product on behalf of Producer from the Generating Facility to the Point of Common Coupling.

83. "WATER" means Water/Wastewater t,gency Iariff for sligible Benewables the SCE Tariff schedule  that implements  Assembly Bill1969.

84. "WDAT" means SCE's Wholesale Distribution Access Tariff.

85. "WECC" means the Western Electricity Coordinating  Council, the regional reliability council for the Western United States, Southwestern  Canada, and Northwestern Mexico.

86. "Web Client" has the meaning  set forth in Appendix E.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIXG

TOU Periods and Energy Allocation Factors

Time of Use Periods ("TOU Periods")
TOU   Period	Summer Jun 1st – Sep 30th	Winter Oct 1st – May 31st	Applicable Days
On-Peak	Noon - 6:00 p.m.	Not Applicable.	Weekdays except Holidays.
Mid-Peak	8:00 a.m. – Noon	8:00 a.m. – 9:00 p.m.	Weekdays except Holidays.
	6:00 p.m. – 11:00 p.m.		Weekdays except Holidays.
Off-Peak	11:00 p.m. – 8:00 a.m.	6:00 a.m. – 8:00 a.m.	Weekdays except Holidays.
		9:00 p.m. – Midnight	Weekdays except Holidays.
	Midnight – Midnight	6 a.m. – Midnight	Weekends and Holidays
Super-Off-Peak	Not Applicable.	Midnight – 6:00 a.m.	Weekdays, Weekends and Holidays

Energy Allocation Factors (Factor "B" in Section 6.5)
Season	TOU	Calculation Method	Energy Allocation Factor
Summer	On-Peak	Fixed Value	3.13	(R)
	Mid-Peak	Fixed Value	1.35	(I)
	Off-Peak	Fixed Value	0.75	(I)
Winter	Mid-Peak	Fixed Value	1.00	(R)
	Off-Peak	Fixed Value	0.83	(I)
	Super-Off-Peak	Fixed Value	0.61	(R)

"Holiday" is defined as New Year's Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, or Christmas Day.

When any Holiday falls on a Sunday, the following Monday will be recognized as a Holiday.  No change will be made for Holidays falling on Saturday.

Form 14-786

10/2011

CREST AGREEMENT

SOUTHERN CALIFORNIA EDISON

CORONUS YUCCA VALLEY EAST 3 LLC

GFID 5618; RAP ID 5669

APPENDIX H

Summary of Dates, Term and Product  Price for this Agreement

1. The Renewable Generating Facility's date of Initial Operation is ________________. (SCE to confirm date using NGOM data.)

2.      Term of  □  10 /  □  15 /  □  20  Term Years. (Producer to select.)

3. Product Price for this Agreement is$  0.__________ per kWh. (SCE to confirm using applicable MPR ruling, Producer's term and Initial Operation date.)

Form 14-786

10/2011

EX-10.135

Exhibit 10.135

RULE 21 INDEPENDENT STUDY PROCESS STUDY AGREEMENT

THIS INDEPENDENT STUDY PROCESS STUDY AGREEMENT ("AGREEMENT") is made and entered into this ____ day of ________________, 2012 by and between Coronus Energy Corp., a corporation organized and existing under the laws of the State of Delaware, ("Applicant,") and  Southern California Edison Company, a corporation existing under the laws of the State of California ("SCE" or "Distribution Provider"). Applicant and Distribution Provider each may be referred to as a "Party," or collectively as the "Parties."

RECITALS

WHEREAS, Distribution Provider, as a public utility in the State of California subject to the jurisdiction of the California Public Utilities Commission ("Commission"), provides non­ discriminatory  access to generating facilities wishing to interconnect to its Distribution System or Transmission System under the provisions of Rule 21 of its Tariffs; and

WHEREAS, Applicant is proposing to develop a Generating Facility or generating capacity addition to an existing Generating Facility consistent with the Interconnection Request submitted by Applicant dated May 27, 2011; and

WHEREAS, Applicant desires to interconnect the Generating Facility with the Distribution System or Transmission System pursuant to the Independent Study Process; and

WHEREAS, the Applicant has requested Distribution Provider to perform Interconnection Studies to assess the system impact of interconnecting the Generating Facility to the Distribution System, Transmission System and any Affected Systems and to specify and estimate the cost of the equipment, engineering, procurement and construction work needed on the Distribution Provider's electric system to physically and electrically connect the Generating Facility to the Distribution Provider's Distribution System or Transmission System in accordance with Good Utility Practice;

NOW, THEREFORE,  in consideration of and subject to the mutual covenants contained herein the Parties agree as follows:

1.0 When used in this Agreement, with initial capitalization, the terms specified shall have the meanings indicated in Distribution Provider's Rule 21.

2.0 Applicant elects and Distribution Provider shall cause to be performed Interconnection Studies consistent with Section F.3.d of Rule 21.

3.0 The scope of the Interconnection Studies shall be subject to the assumptions set forth in Attachments A and B to this Agreement.

4.0 The Interconnection Studies will be based upon the technical information provided by Applicant in the Interconnection Request, as may be modified as the result of the Scoping Meeting, subject to any modifications in accordance with Section F.3.d of Rule 21.  Any technical data supplied by Applicant is assumed to be complete and accurate.   Distribution Provider is not required to verify any information or data provided by Applicant as part of the Interconnection Studies. Distribution Provider reserves the right to request additional technical information from Applicant as may reasonably become necessary consistent with Good Utility Practice during the course of the Interconnection Studies.   Applicant shall provide the requested technical information to Distribution provider within 30 Calendar Days of a written request for such information.  Distribution Provider may suspend the Interconnection Studies until such information is provided and the due date for completion of the Interconnection Studies shall be adjusted to reflect the suspension period.  If Applicant modifies its designated Point of Interconnection, Interconnection Request, or the technical information provided therein is modified, the Interconnection Studies may be modified as specified in Rule 21.

5.0 The Interconnection Study report for each Interconnection Study shall provide the information specified in Rule 21.

6.0 Applicant  shall provide Interconnection Financial Security in accordance with Rule 21 Section  F.4, including Section  F.4.b which requires the Applicant  to provide the initial Interconnection Financial  Security on or before sixty (60) Calendar  Days after being provided  with the final Interconnection System  Impact Study report.

7.0 Unless the Parties agree to waive the Facilities Study  in accordance with Section F.3.d.vii of Rule 21, within (i) five (5) Business  Days following the results meeting, or (ii) within twenty-five (25) Business Days of the receipt of the final Interconnection System  Impact Study  report if no Interconnection System  Impact Study results meeting i s held, Applicant  shall submit the Facilities Study deposit, if required, and any data required  to Distribution Provider in accordance with Section  F.3.d.vi  of Rule 21.

8.0 Upon completion of the Interconnection Studies, Distribution  Provider  shall charge and Applicant shall pay the actual  costs of the Interconnection Studies pursuant  to Section  E.3.a of Rule 21.

9. 0 The Distribution Provider  may provide  copies of the Interconnection Studies results to the ISO, an Affected  System  Operator  and the Western  Electricity Coordinating Council.   Requests for review and input from any Affected System Operators or the Western Electricity Coordinating Council may arrive at any time prior to interconnection.

10.0 Substantial portions of technical data and assumptions used to perform the Interconnection Studies, such as system conditions, existing and planned generation, and unit modeling, may change, other than changes described in Section 4, after the Distribution Provider provides the Interconnection Studies results to the Applicant.  Interconnection Studies results will reflect available data at the time the Distribution Provider provides the Interconnection Study reports to the Applicant.  If new data is provided after Distribution Provider has begun work on the Interconnection Studies, Distribution Provider is not responsible for updating the Interconnection Studies to reflect new information or a change in information used in the Interconnection Studies.  Distribution Provider may determine that a new study, or revision or reevaluation of the Interconnection Studies is required.  In that event, Applicant shall either enter into a separate agreement providing that it shall reimburse Distribution Provider  for the costs of such new or revised study or its Interconnection Request will be deemed withdrawn. The Distribution Provider shall not be responsible for any additional costs, including, without limitation, costs of new or additional facilities, system upgrades, or schedule changes, that may be required as a result of changes in such data and assumptions.

11.0 The Distribution Provider shall maintain records and accounts of all costs incurred in performing the Interconnection  Studies in sufficient detail to allow verification of all costs incurred, including associated overheads.  The Applicant shall have the right, upon reasonable notice, at the Distribution Provider's offices and at its own expense, to audit the Distribution Provider's records as necessary and as appropriate in order to verify costs incurred by the Distribution Provider. Any audit requested by the Applicant shall be completed, and written notice of any audit dispute provided to the Distribution Provider, within one hundred eighty (180) Calendar Days following receipt by the Applicant of the Distribution Provider's notification of the final costs of the Interconnection Studies.

12.0 In accordance with Section F.6 of Rule 21, the Applicant may withdraw its Interconnection Request at any time by written notice to the Distribution Provider. Upon receipt of such notice, this Agreement shall terminate, subject to the requirements of Section D.7 and E.3.a of Rule 21.

13.0 This Agreement shall become effective upon the date the fully executed Agreement and the Detailed Study deposit as required by Section E.3.a are received by the Distribution Provider.  If the Distribution Provider does not receive the fully executed Agreement  and Detailed Study deposit pursuant to Section F.3.d of Rule 21 within thirty (30) Business Days after the scoping meeting, then the Interconnection Request will be deemed withdrawn.

14.0      Miscellaneous.

14.1 Dispute Resolution. Any dispute arising out of or in connection with the Agreement shall be subject to the dispute resolution provisions of Rule 21.

14.2 Confidentiality.  Confidential Information shall be treated in accordance with Section D.7  of Rule 21.

14.3 Binding Effect.  This Agreement and the rights and obligations hereof, shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties hereto.

14.4 Conflicts.  In the event of a conflict between the body of this Agreement and any attachment, appendices or exhibits hereto, the terms and provisions of the body of this Agreement shall prevail and be deemed the final intent of the Parties.

14.5 Rules of Interpretation.  This Agreement, unless a clear contrary intention appears, shall be construed and interpreted as follows:  ( l) the singular number includes the plural number and vice versa;  (2) reference to any person includes such person's  successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement, and reference to a person in a particular capacity excludes such person in any other capacity or individually; (3) reference to any agreement (including this Agreement), document, instrument or tariff means such agreement, document, instrument, or tariff as amended o r modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (4) reference to any applicable laws and regulations means such applicable laws and regulations as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time, including, if applicable, rules and regulations promulgated thereunder; (5) unless expressly stated otherwise, reference to any Article, Section or Appendix means such Article or Section of this Agreement or such Appendix to this Agreement, or such Section of Rule 21or such Appendix to Rule 21, as the case may be; (6) "hereunder", "hereof', ''herein", "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article Section, or other provision hereof or thereof; (7) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (8) relative to the determination of any period oftime, "from" means "from and including", "to" means ''to but excluding" and "through" means "through and including".

14.6 Entire Agreement.  This Agreement, including all Appendices and Schedules attached hereto, constitutes the entire agreement between the Parties with reference to the subject matter hereof, and supersedes all prior and contemporaneous understandings or agreements, oral or written, between the Parties with respect to the subject matter of this Agreement. There are no other agreements, representations, warranties, or covenants

which constitute any part of the consideration for, or any condition to, any Party's compliance with its obligations under this Agreement.

14.7 No Third Party Beneficiaries.  This Agreement is not intended to and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties, and the obligations herein assumed are solely for the use and benefit of the Parties, their successors in interest and, where permitted, their assigns.

14.8 Waiver.  The failure of a Party to this Agreement to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered a waiver of any obligation, right, or duty of, or imposed upon, such Party.

Any waiver at any time by either Party of its rights with respect to this Agreement shall not be deemed a continuing waiver or a waiver with respect to any other failure to comply with any other obligation, right, or duty of this Agreement.  Termination or default of this Agreement for any reason by the Applicant shall not constitute a waiver of the Applicant's legal rights to obtain an interconnection from the Distribution Provider. Any waiver of this Agreement shall, if requested, be provided in writing.

14.9 Headings.  The descriptive headings of the various Articles and Sections of this Agreement have been inserted for convenience of reference only and are of no significance in the interpretation or construction of this Agreement

14.10 Multiple Counterparts.  This Agreement may be executed in two or more counterparts, each of which is deemed an original but all constitute one and the same instrument.

14.11 Amendment.  The Parties may by mutual agreement amend this Agreement by a written instrument duly executed by both of the Parties.

14.12 Modification by the Parties.  The Parties may by mutual agreement amend the Appendices to this Agreement by a written instrument duly executed by both of the Parties.  Such amendment shall become effective and a part of this Agreement upon satisfaction of all applicable laws and regulations.

14.13 No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the Parties or to impose any partnership obligation or partnership liability upon any Party. No Party shall have any right, power or authority to enter into any agreement or undertaking for, or

act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, another Party.

14.14 Assignment.  This Agreement may be assigned by a Party only with the written consent of the other Party; provided that a Party may assign this Agreement without the consent of the other Party to any Affiliate of the assigning Party with an equal or greater credit rating and with the legal authority and operational ability to satisfy the obligations of the assigning Party under this Agreement; and provided further that the Applicant shall have the right to assign this Agreement, without the consent of the other Party, for collateral security purposes to aid in providing financing for the Generating Facility, provided that the Applicant will require any secured party, trustee or mortgagee to notify the other Party of any such assignment.  Any financing arrangement entered into by the Applicant pursuant to this Section will provide that prior to or upon the exercise of the secured party's, trustee's or mortgagee's assignment rights pursuant to said arrangement, the secured creditor, the trustee or mortgagee will notify the other Party of the date and particulars of any such exercise of assignment right(s).  Any attempted assignment that violates this Section is void and ineffective.  Any assignment under this Agreement shall not relieve a Party of its obligations, nor shall a Party's obligations be enlarged, in whole or in part, by reason thereof.  Where required, consent to assignment will not be unreasonably withheld, conditioned or delayed.

14.15 This Agreement is subject to the applicable provisions of SCE's  tariffs, including Rule 21, as filed and authorized by the California Public Utilities Commission ("CPUC").  This Agreement shall at all times be subject  to such changes or modifications by the CPUC, as the CPUC may, from time to time, direct in the exercise of its jurisdiction.  This Agreement is pending before the CPUC in Rulemaking 11-09-011 and has not yet been approved. Pursuant to Rule 21, § H.l.f, the parties agree to adopt into this Agreement any changes that the CPUC may make to this Agreement when the CPUC approves it.

IN WITNESS THEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized officers or agents on the day and year first above written.

Southern California Edison Company,

By:       JEROME ANDREW BRABB  

Printed Name:   Jerome Andrew Brabb

Title:     Manager, Grid Interconnections & Contract Development

Date:    1/24/2013

Coronus Energy Corp.

By:       JEFF THACHUK  

Printed Name:   Jeff Thachuk

Title:     Chairman & CEO

Date:     1/25/13

Attachment A

Independent Study Process

Study Agreement

ASSUMPTIONS USED IN CONDUCTING THE

INTERCONNECTION SYSTEM IMPACT STUDY

The Revised System Impact Study for JT Shasta 2 -GFUD 5622 was performed under a previous study agreement and provided to the Interconnection Customer on November 14, 2012.

Attachment B

Independent Study Process

Study  Agreement

DATA FORM TO BE PROVIDED BY APPLICANT

This  Attachment B is to be provided  prior  to the commencement of the Interconnection

Facilities Study

Generating Facility size (MW):  1.5 MW(ac)

Provide location plan and simplified one-line diagram of the plant and station facilities.  For staged projects, please indicate future generation, transmission circuits, etc. See Attached

One set of metering is required for each generation connection to the new ring bus or existing

Distribution Provider station.  Number of generation connections: 2 inverters

On the one line diagram indicate the generation capacity attached at each metering location. (Maximum  load on CT/PT) See AC  SLD

On the one line diagram indicate the location of auxiliary power. (Minimum load on CT/PT)

Amps TBD

Will an alternate source of auxiliary power be available during CTIPT maintenance?

xYes  No  Auxiliary power will be either utility or customer provided.

Will a transfer bus on the generation side of the metering require that each meter set be designed for the total plant generation?       xYes _______No  (Please indicate on one line diagram).

What type of control system or PLC will be located at Applicant's Generating Facility?

PLC will be used

What protocol does the control system or PLC use?

TBD, most  likely  Modbus

Please provide a 7.5-minute quadrangle of the site.  Sketch the plant, station, transmission line, and property line. See Attached

Physical dimensions of the proposed interconnection station:

21' L x 16' W

Bus length from generation to interconnection station:

Approximately 250'

Line length from interconnection station to Distribution Provider's transmission line.

Applicant-owned 12 kV switchgear is located approximately 3,5000ft from the pole

Tower number observed in the field. (Painted on tower leg)* TBD

N umber of third party easements required for transmission lines*:

N/A           

• To be completed in coordination with Distribution Provider.

Is the Generating Facility in the Distribution Provider's service area?

 xYes  ______ No           Local provider: ________________________

Please provide proposed  schedule dates (not required for projects 5 MWs or less):

Environmental survey start:	Date	N/A
Environmental impact report submittal:	Date	N/A
Procurement of project equipment:	Date	N/A
Begin Construction	Date:	N/A
Generator step-up transformer	Date:	N/A
receives back feed power
Generation Testing	Date:	N/A
Commercial Operation	Date:	N/A

EX-10.136

Exhibit 10.136

AMENDMENT NO. 2

TO CONTRACT CONCERNING THE PROPERTY AT:

24.23 ACRES OF VACANT LAND (APNs: 0620-223-04, -05, -06), TWENTYNINE PALMS,

SAN BERNARDINO COUNTY, CALIFORNIA

Seller agrees to replacing Coronus Energy Corp. with Coronus 29-Palms Morongo LLC as Purchaser, and Coronus Energy Corp. and Coronus 29-Palms Morongo LLC agree to this assignment.

Purchaser and Seller agree to extending the escrow closing date to on or before March 31, 2013.

Purchaser and Seller agree to replacing the Coronus Energy Corp. board of director approval requirement with a Coronus 29-Palms Morongo LLC board of director approval requirement, and to extending this board of director approval date to on or before January 24, 2013.

DATED EFFECTIVE: January 31, 2013

PURCHASER:

JEFF THACHUCK

[purchaser’s signature above/printed name below]

CORONUS 29-PALMS MORONGO LLC

JEFF THACHUCK

[purchaser’s signature above/printed name below]

CORONUS ENERGY CORP.

SELLER:

ALBERT J. CARNES

[seller’s signature above/printed name below]

ALBERT J. CARNES

EX-31.1

Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

I, Jeff Thachuk, certify that:

1. I have reviewed this Form 10-Q for the period ended December 31, 2012 of Coronus Solar Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and,

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 14, 2013	JEFF THACHUK
		Jeff Thachuk
		Principal Executive Officer and Principal Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. Section 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Coronus Solar Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on the date here of (the “report”), I, Jeff Thachuk, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 14th day of February, 2013.

JEFF THACHUK

Jeff Thachuk

Chief Executive Officer and Chief Financial Officer

XML

Note 7 - Property, Plant and Equipment (Detail) - Property, Plant and Equipment (USD $)	Dec. 31, 2012	Mar. 31, 2012
Office equipment	$ 1,379	$ 1,373
Computer equipment	1,055	1,051
Land	1,348,649	334,599
	$ 1,351,083	$ 337,023

XML

Note 16 - Stockholders' Equity (Detail) - Outstanding and Exercisable Options (USD $)	Dec. 31, 2012	Sep. 30, 2012	Mar. 31, 2012	Mar. 31, 2010
	$ 0.065		$ 0.065	$ 0.065
(in Shares)	740,000		740,000
	2.90		3.65
	$ 0.065	$ 0.60	$ 0.065
(in Shares)	740,000		740,000

XML

Note 13 - Promissory Note (Detail)	3 Months Ended				12 Months Ended	15 Months Ended
	Mar. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Sep. 30, 2012 CAD	Mar. 31, 2012 USD ($)	Mar. 31, 2012 USD ($)	Mar. 31, 2013	Sep. 30, 2012 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)
Debt Instrument, Face Amount		$ 200,000	40,000	$ 100,090	$ 100,090		$ 136,000	$ 235,000	$ 32,000	$ 37,000
Debt Instrument, Interest Rate During Period			12.00%		4.00%	12.00%
Debt Instrument, Periodic Payment, Interest	$ 500,000	$ 100	408	$ 100

XML

Note 16 - Stockholders' Equity (Detail) - Outstanding and Exercisable Options (USD $)	Dec. 31, 2012	Sep. 30, 2012	Mar. 31, 2012	Mar. 31, 2010
	$ 0.065		$ 0.065	$ 0.065
(in Shares)	740,000		740,000
	2.90		3.65
			$ 0.065
(in Shares)	740,000		740,000
	$ 0.065	$ 0.60	$ 0.065

XML

Note 12 - Notes Payable (Detail)	3 Months Ended
	Mar. 31, 2013 USD ($) acre	Dec. 31, 2012 USD ($) acre sqyd	Sep. 30, 2012 CAD sqyd	Mar. 31, 2012 USD ($) acre	Sep. 30, 2012 USD ($) acre	Jun. 30, 2012 USD ($) acre	Sep. 30, 2011 acre	Jun. 30, 2011 USD ($) acre	Mar. 31, 2011 USD ($) acre
Newberry Springs Parcel of Land (in Acres)									20
Debt Instrument, Face Amount		$ 200,000	40,000	$ 100,090	$ 136,000	$ 235,000		$ 32,000	$ 37,000
Debt Instrument, Interest Rate, Effective Percentage					6.50%	6.50%		6.50%	6.50%
Debt Instrument, Periodic Payment, Interest	$ 500,000	$ 100	408	$ 100
29-Palms North Parcel of Land (in Acres)					39.25			39.25	39.25
Joshua Tree East Parcel of Land (in Acres)	56.03	56.03		56.03		56.03		56.03
Adelanto West Parcel of Land (in Acres)				40		40	40	40
Yucca Valley East Parcel of Land (in Acres)			34.07	34.07	34.07	34.07

XML

Note 16 - Stockholders' Equity (Tables)

3 Months Ended

9 Months Ended

12 Months Ended

21 Months Ended

Dec. 31, 2012

Dec. 31, 2012

Mar. 31, 2012

Dec. 31, 2012

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

Period Ended December 31, 2012 and Year Ended March 31, 2012

	Options Outstanding
				Weighted average
	Number of			exercise
	shares			price
Balance, March 31, 2012 and 2011		745,000		$	0.065
Expired		(5,000	)		0.105
Balance, December 31, 2012		740,000		$	0.065

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding [Table Text Block]

December 31, 2012

		Outstanding				Exercisable
			Weighted
		Number	Average		Weighted	Number		Weighted
	Range of	Outstanding at	Remaining		Average	Exercisable at		Average
	Exercise	December 31,	Contractual		Exercise	December 31,		Exercise
	Prices	2012	Life (Years)		Price	2012		Price
$	0.065	740,000	2.90	$	0.065	740,000	$	0.065

March 31, 2012

		Outstanding				Exercisable
			Weighted
		Number	Average		Weighted	Number		Weighted
	Range of	Outstanding at	Remaining		Average	Exercisable at		Average
	Exercise	March 31,	Contractual		Exercise	March 31,		Exercise
	Prices	2012	Life (Years)		Price	2012		Price
$	0.065	740,000	3.65	$	0.065	740,000	$	0.065
	0.105	5,000	0.11		0.105	5,000		0.105
$	0.065 - $0.105	745,000	3.63	$	0.065	745,000	$	0.065

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

March 31, 2012

	Year ended
	March 31, 2012
Expected volatility	100.13% - 105.17%
Risk free interest rate	1.10% - 1.91%
Expected life	5 years
Dividend yield	0.00%

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

December 31, 2012

								Exercise	Average
Balance	Issued	Exercised	Cancelled	Balance		Exercise		price	Remaining
as at	during the	during the	during the	as at		price		(USD	Contractual
3/31/2012	period	period	period	12/31/2012		(CAD)		equivalent)	Life in Years
350,000	-	-	-	350,000	$	0.75	$	0.75	3.36
17,000	-	-	-	17,000	$	0.75		0.75	3.82
166,666	-	-	-	166,666	$	0.75		0.75	4.09
533,666	-	-	-	533,666	$	0.75	$	0.75	3.60

March 31, 2012

						Exercise	Average
Balance	Issued	Exercised	Cancelled	Balance	Exercise	price	Remaining
as at	during the	during the	during the	as at	price	(USD	Contractual
3/31/2011	period	period	period	3/31/2012	(CAD)	equivalent)	Life in Years
-	350,000	-	-	350,000	$0.75	$0.74	4.11
-	17,000	-	-	17,000	$0.75	$ 0.74	4.57
-	166,666	-	-	166,666	$0.75	$0.74	4.88
-	533,666	-	-	533,666	$0.75	$0.74	4.37

XML

Note 16 - Stockholders' Equity (Detail) - Warrants Outstanding (USD $)	42 Months Ended	51 Months Ended
	Jun. 30, 2016	Apr. 04, 2017	Dec. 31, 2012	Mar. 31, 2012
			350,000	350,000
(in Dollars)			$ 0.75
(in Dollars per Item)			0.75
	Dec. 31, 2008	Dec. 31, 2008

XML

Note 19 - Commitments

3 Months Ended

Dec. 31, 2012

Commitments Disclosure [Text Block]

Note 19 – Commitments

(a) Purchase of Solar Photovolatic Power Systems

On March 31, 2011, the Company and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar photovoltaic (“PV”) power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a deemed price of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress when the agreement was first entered into.

On August 15, 2012, the Company amended the purchase agreement for the Solar Power Systems with Belectric. Under the amended agreement (the “Amended Solar Power Systems Agreement”), the provision of Coronus to purchase a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric, for consideration of $76,818,000, exclusive of taxes (the “Original Basic Price”), was modified. Under the Amended Solar Power Systems Agreement, Coronus and Belectric agree to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis (the “Purchase and Sale Agreements”). The Amended Solar Power Systems Agreement is effective as of August 15, 2012, and shall remain in full force and effect for three years (the “Three Year Term”), but shall expire prior to the Three Year Term provided Coronus and Belectric enter into Purchase and Sale Agreements totaling 100 MW of solar power systems prior to the expiry of the Three Year Term. Further, throughout the term of the Amended Solar Power Systems Agreement, Belectric retains the exclusive right to negotiate Purchase and Sale Agreements with Coronus for solar power systems.

On entering into the original Solar Power Systems Agreement, the Company paid 15% of the Original Basic Price, or $11,522,700, by way of issuing 10,974,000 shares (the “Original Payment Shares”) of its common stock to Belectric, at a deemed price of $1.05 per share. Under the Amended Solar Power Systems Agreement, as additional purchase and sale consideration, Belectric kept 1,097,400 of the Original Payment Shares. Accordingly, 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012.

(b) Advisory Service Agreement

On August 8, 2011, the Company entered into a financial advisory service agreement (the “Advisory Agreement”) with Source Capital Group Inc (“SCG”). Under the Advisory Agreement, SCG shall use its best efforts to provide up to $80,000,000 in financing (the “Financing”) for the Company and/or the Company’s affiliates. The financing may consist of debt (the “Debt Financing”) or equity (the “Equity Financing”) or both. Under the Advisory Agreement, SCG shall be compensated 6% cash and 6% 5 year warrants priced at 100% of any offering price on any Equity Financing raised by SCG. In addition, SCG shall be compensated 3% cash on any Debt Financing raised by SCG.

As at December 31, 2012, $nil (March 31, 2012: $20,000) had been expensed related to the advisory service agreement.

The term of the Advisory Agreement is 120 days from August 8, 2011 (the “Expiration Date”), and will be automatically renewed on a monthly basis until canceled in writing by either the Company or SCG. The Advisory Agreement may be terminated upon 60 days written notice without cause by either the Company or SCG at any time before the Expiration Date.

Under the original Advisory Agreement, the Company’s relationship with SCG was exclusive. Effective December 8, 2011, the relationship with SCG is no longer exclusive.

(c) Acquisition of Vacant Land

(i) Phelan South Agreement

On April 25, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Phelan South Agreement”) to acquire a 40 acre parcel of vacant land, situated in Phelan, an unincorporated community in the County of San Bernardino, California. The purchase price is $350,000, all cash. Coronus deposited $1,000 into escrow and agrees to deposit an additional $349,000 within sufficient time to close escrow. Initially, close of escrow was August 15, 2012, but was extended to September 15, 2012 and further extended to March 15, 2013. Under the Phelan South Agreement, the Seller agrees to include, and transfer to Coronus, one share of Sheep Creek Water Co. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. Initially, the Phelan South Agreement was subject to Coronus’ Board of Director approval on or before July 31, 2012, but this approval was extended to on or before August 31, 2012 and further extended to on or before February 28, 2013. Additionally, Coronus is now required to make the following, non-refundable payments to the Seller, separate from the purchase price:

September 30, 2012 - $1,726 (paid on September 30, 2012)

October 31, 2012 - $1,784 (paid on October 31, 2012)

November 30, 2012 - $1,726 (paid on November 30, 2012)

December 31, 2012 - $1,784 (paid on December 31, 2012)

January 31, 2013 - $1,784 (paid on January 31, 2013)

February 28, 2013 - $1,611

March 15, 2013 - $863

(ii) 29-Palms Morongo Agreement

On October 24, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms Morongo Agreement”). Under the 29-Palms Morongo Agreement, Coronus agrees to acquire a 24.23 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The purchase price is $86,683, all cash. Close of escrow was January 31, 2013. Coronus deposited $1,000 into escrow and agrees to deposit an additional $85,683 within sufficient time to close escrow. Effective January 31, 2013, under the 29-Palms Morongo Agreement, Coronus has been replaced as Purchaser with the Company’s wholly-owned subsidiary Coronus 29-Palms Morongo LLC. Additionally, the close of escrow has been extended to March 31, 2013, and the 29-Palms Morongo Agreement is now subject to Coronus 29-Palms Morongo LLC’s board of director approval on or before March 24, 2013

(iii) Apple Valley East Re-Site Agreement

On December 8, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Re-Site Agreement”). Under the Apple Valley East Re-Site Agreement, Coronus agreed to acquire a 14.78 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California. The purchase price was $300,000. Close of escrow was January 7, 2013. Coronus deposited $100,000 into escrow. The sellers agreed to carry back the balance amount of $200,000 for three months at 0% ($nil) interest. The transaction closed on January 7, 2013.

(d) Utility Interconnection Studies

(i) SIS Study Agreements for Projects Coronus Joshua Tree East 1, 2 and 3

On February 23, 2012, Coronus entered into three System Impact Study Agreements (the “SIS Study Agreement for Coronus Joshua Tree East 1”, the "SIS Study Agreement for Coronus Joshua Tree East 2", and the “SIS Study Agreement for Coronus Joshua Tree East 3”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for three 1.5 MW solar PV power systems on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, Coronus acquired on June 30, 2011 (see Note 7).

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the three PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study was $10,000. The results of the SIS studies were anticipated to be completed by September 1, 2012. On entering into the SIS Study Agreements, Coronus paid SCE the three $10,000 deposits, for a total payment of $30,000. On October 15, 2012, Coronus received the SIS Study Agreements for Coronus Joshua Tree East 1, 2 and 3.

(ii) SIS Study Agreements for Projects Coronus Adelanto West 1 and 2

On April 13, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Adelanto West 1” and the “SIS Study Agreement for Coronus Adelanto West 2”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on the 40 acre parcel of vacant land, situated in the City of Adelanto, California, Coronus acquired on April 19, 2012 (see Note 7).

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study was $10,000. The results of the SIS studies were anticipated to be completed by November 19, 2012. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000.On December 14, 2012, Coronus received the SIS Study Agreements for Coronus Adelanto West 1and 2.

(iii) SIS Study Agreements for Projects Coronus Apple Valley East 1 and 2

On May 3, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Apple Valley East 1” and the “SIS Study Agreement for Coronus Apple Valley East 2”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on SCE’s Tussing 12 kV distribution circuit, situated east of Apple Valley, in the County of San Bernardino, California.

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study was $10,000. The results of the SIS studies were anticipated to be completed within 120 business days. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000. On October 26, 2012, Coronus received the SIS Study Agreements for Coronus Apple Valley East 1 and 2.

(iv) SIS Study Agreements for Projects Coronus Joshua Tree East 4 and 5

On June 25, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Joshua Tree East 4” and the “SIS Study Agreement for Coronus Joshua Tree East 5”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, Coronus acquired on June 30, 2011 (see Note 7).

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study was $10,000. The results of the SIS studies were anticipated to be completed within 120 business days. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000. On October 15, 2012, Coronus received the SIS Study Agreements for Coronus Joshua Tree East 4 and 5.

(v) SIS Study Agreement for Project Coronus Yucca Valley East 3

On June 25, 2012, Coronus entered into a System Impact Study Agreement (the “SIS Study Agreement for Coronus Yucca Valley East 3”) with SCE. The SIS Study Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV power system on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, Coronus acquired on August 17, 2012 (see Note 7).

The SIS Agreement sets forth the terms and conditions for SCE to perform a system impact study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of the SIS study was $10,000. The results of the SIS study were anticipated to be completed on December 14, 2012. On entering into the SIS Study Agreement, Coronus paid SCE the $10,000 deposit. On December 14, 2012, Coronus received the SIS Study Agreement for Coronus Yucca Valley East 3.

(v) SIS Study Agreement for Project Coronus 29-Palms North 4

On October 11, 2012, Coronus entered into a System Impact Study Agreement (the “SIS Agreement for 29-Palms North 4”) with SCE. The SIS Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV system on SCE’s Sheephole 33kV distribution circuit, situated north of Twentynine Palms, in the County of San Bernardino, California.

The SIS Agreement sets forth the terms and conditions for SCE to perform a system impact study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of the study is $10,000. The results of the study are anticipated to be completed within 120 business days. On entering into the SIS Agreement, Coronus paid SCE the $10,000 deposit.

(vi) FAS Study Agreements for Projects Coronus Apple Valley East 1 and 2

On December 18, 2012, Coronus entered into two Facilities Study Agreements (the “FAS Agreements for Apple Valley East 1 and 2”) with SCE. The FAS Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV systems on SCE’s Tussing 12 kV distribution circuit, situated east of Apple Valley, in the County of San Bernardino, California.

The FAS Agreements set forth the terms and conditions for SCE to perform a facilities study to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a refined determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed, to accommodate the two PV systems. The estimated cost of each study is $15,000. On entering into the FAS Agreements, Coronus paid SCE $30,000 in deposits.

(e) Interconnection Financial Security Postings

(i) Initial Posting of Interconnection Financial Security for Project Coronus 29-Palms North 1

On December 3, 2012, pursuant to the SCE interconnection request for solar PV project Coronus 29-Palms North 1, Coronus posted with SCE the initial interconnection financial security, in the amount of $29,500. This amount was determined by the results of the Combined System Impact and Facility Study Agreement Coronus entered into with SCE on June 16, 2011.

(ii) Initial Posting of Interconnection Financial Security for Projects Coronus 29-Palms North 2 and 3

On December 26, 2012, pursuant to the Southern California Edison (“SCE”) interconnection requests for solar PV projects Coronus 29-Palms North 2 and 3, Coronus posted with SCE the initial interconnection financial securities, in the amounts of $373,300 and $208,900, respectively. The posting amount for the Coronus 29-Palms North 2 project was determined by the results of the Combined System Impact and Facility Study Coronus entered into with SCE on June 16, 2011. The posting amount for the Coronus 29-Palms North 3 project was determined by the results of the System Impact Study Coronus entered into with SCE on February 29, 2012.

(iii) Initial Posting of Interconnection Financial Security for Projects Coronus Apple Valley East 1 and 2

On December 27, 2012, pursuant to the SCE interconnection requests for solar PV projects Apple Valley East 1 and 2, Coronus posted with SCE the initial interconnection financial securities, in the amounts of $270,900 and $32,900, respectively. The posting amounts for the Apple Valley East 1 and 2 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on May 3, 2012.

(f) Power Purchase Agreements

(i) Power Purchase Agreements for Projects Coronus Yucca Valley East 1 and 2

On August 30, 2012 (the “Yucca Valley East PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus Yucca Valley East 1 LLC and Coronus Yucca Valley East 2 LLC, entered into two identical Power Purchase Agreements (the “Yucca Valley East PPAs”) with SCE. The Yucca Valley East PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Yucca Valley East 1 and Yucca Valley East 2 Projects”) on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California (the “Yucca Valley East Property”), Coronus acquired on August 17, 2012.

The Yucca Valley East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Yucca Valley East 1 and Yucca Valley East 2 Projects’ generation, net of station use. The term of the Yucca Valley East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Yucca Valley East PPAs. Initial operation of the Yucca Valley East 1 and Yucca Valley East 2 Projects must be no later than eighteen months from the Yucca Valley East PPAs Effective Date. The Yucca Valley East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Yucca Valley East PPAs Effective Date, Coronus was required to post and maintain development fees (the “Yucca Valley East Development Securities”) equal to $37,604 per Yucca Valley East PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the Yucca Valley East Development Securities to Coronus within thirty days of each facility’s initial operation. The power purchase agreement development securities for Yucca Valley East 1 and 2 of $37,604 and $37,604 were paid on September 27, 2012, respectively.

(ii) Power Purchase Agreements for Projects Coronus 29-Palms North 1, 2 and 3

On August 30, 2012 (the “29-Palms North PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, and Coronus 29-Palms North 3 LLC, entered into three identical Power Purchase Agreements (the “29-Palms North PPAs”) with SCE. The 29-Palms North PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for three 1.5 MW solar PV power systems (the “29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects”) in respect of the 12kV distribution circuit that feeds the 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California (the “29-Palms North Property”), Coronus acquired on May 16, 2011.

The 29-Palms North PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects’ generation, net of station use. The term of the 29-Palms North PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the 29-Palms North PPAs. Initial operation of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects must be no later than eighteen months from the 29-Palms North PPAs Effective Date. The 29-Palms North PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the 29-Palms North PPAs Effective Date, Coronus was required to post and maintain development fees (the “29-Palms North Development Securities”) equal to $38,250 per 29-Palms North PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the 29-Palms North Development Securities to Coronus within thirty days of each facility’s initial operation. The power purchase agreement development securities for 29-Palms North 1, 2 and 3 of $38,250, $38,250 and $38,250 were paid on September 27, 2012, respectively.

(iii) Power Purchase Agreements for Projects Coronus Joshua Tree East 1, 2, 3, 4 and 5

On December 7, 2012 (the “Joshua Tree East PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, and Coronus Joshua Tree East 5 LLC, entered into five identical Power Purchase Agreements (the “Joshua Tree East PPAs”) with SCE. The Joshua Tree East PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for five 1.5 MW solar PV power systems (the “Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects”) on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California (the “Joshua Tree East Property”), Coronus acquired on June 30, 2011.

The Joshua Tree East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects’ generation, net of station use. The term of the Joshua Tree East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Joshua Tree East PPAs. Initial operation of the Joshua Tree East 1, Joshua Tree East 2, Joshua Tree East 3, Joshua Tree East 4, and Joshua Tree East 5 Projects must be no later than eighteen months from the Joshua Tree East PPAs Effective Date. The Joshua Tree East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Joshua Tree East PPAs Effective Date, Coronus was required to post and maintain development fees (the “Joshua Tree East PPAs Development Securities”) equal to $36,736 per Joshua Tree East PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the Joshua Tree East PPAs Development Securities to Coronus within thirty days of each facility’s initial operation. On January 4, 2013, Coronus paid the Joshua Tree East PPAs Development Securities.

(iv) Power Purchase Agreements for Projects Coronus Apple Valley East 1 and 2

On December 7, 2012 (the “Apple Valley East PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus Apple Valley East 1 LLC and Coronus Apple Valley East 2 LLC, entered into two identical Power Purchase Agreements (the “Apple Valley East PPAs”) with SCE. The Apple Valley East PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Apple Valley East 1 and Apple Valley East 2 Projects”) on SCE’s Tussing 12 kV distribution circuit, situated east of Apple Valley, in the County of San Bernardino, California.

The Apple Valley East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Apple Valley East 1 and Apple Valley East 2 Projects’ generation, net of station use. The term of the Apple Valley East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Apple Valley East PPAs. Initial operation of the Apple Valley East 1 and Apple Valley East 2 Projects must be no later than eighteen months from the Apple Valley East PPAs

Effective Date. The Apple Valley East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Apple Valley East PPAs Effective Date, Coronus was required to post and maintain development fees (the “Apple Valley East PPAs Development Securities”) equal to $38,850 per Apple Valley East PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the Apple Valley East PPAs Development Securities to Coronus within thirty days of each facility’s initial operation. On January 4, 2013, Coronus paid the Apple Valley East PPAs Development Securities.

(g) Industry Solar PV Asset Sale Agreement

On October 24, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Industry Solar PV Asset Sale Agreement”) with Solar Krafte Utilities Inc. (“Solar Krafte”). Solar Krafte holds a contract to purchase Industry Solar Power Generation Station 1 LLC (“Industry”). Under the Industry Solar PV Asset Sale Agreement, Coronus agreed to purchase Industry from Solar Krafte for $1,250,000 (the “Cash Price”). Industry is a party to a Power Purchase Agreement (the “Industry PPA”) with SCE, under the CREST tariff, for a 1.5 MW concentrated photovoltaic power system (the “Industry System”). Completion of the Industry Solar PV Asset Sale Agreement is contingent on SCE approving 1) a design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, and 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Each party has the right to terminate the Industry Solar PV Asset Sale Agreement effective upon notice to the other party if SCE fails to approve, within 90 days from October 24, 2012, 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. As of February 14, 2013, neither party has exercised its right to terminate the Industry Solar PV Asset Sale Agreement.

On entering into the Industry Solar PV Asset Sale Agreement, Coronus deposited $40,000 with Solar Krafte, refundable to Coronus if SCE refuses to approve 1) the design change to the Industry System, 2) the invocation of Section 2.9(c) of the Industry PPA, or 3) the relocation of the generating facility to Coronus’ Adelanto West Parcel. Under the Industry Solar PV Asset Sale Agreement, Solar Krafte covenanted, represented and warranted to Coronus that (a) Industry was, and will be, a party in good standing to the Industry PPA, as at the date of the Industry Solar PV Asset Sale Agreement and the closing date, and (b) but for the obligations of Industry, pursuant to the Industry PPA, Industry had, and will have, no obligations as at the date of the Industry Solar PV Asset Sale Agreement and the closing date.

The Industry PPA is a standardized, must-take, full buy/ sell, power purchase agreement, where SCE purchases all of the generating facility’s generation, net of station use. The term of the Industry PPA is 20 years. The price SCE pays for the generation shall be premised on the adopted 2009 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Industry PPA. Without the invocation of Section 2.9(c) of the Industry PPA, extending the initial operation deadline of the generating facility, initial operation of the generating facility must be no later than June 28, 2013. The Industry PPA includes, but is not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance.

Jeff Thachuk, the Company’s president and a control person of the Company, is the chairman, chief executive officer, and a control person of Solar Krafte. Mark Burgert, a control person of the Company, is the president and a control person of Solar Krafte. On October 24, 2012, the Company’s board of directors approved Coronus’ entry into the Industry Solar PV Asset Sale Agreement. As a director of the Company, Mr. Thachuk declared his interest in the transaction and abstained from voting on the approval of the Industry Solar PV Asset Sale Agreement.

 (h) Biological Habitat & Cultural Assessments

On November 24, 2012, Coronus entered into a Biological Habitat Assessment Agreement (the “Bio Assessment Agreement”) with Phoenix Biological Consulting, LLC (“Phoenix”), where Phoenix was to conduct field work and prepare biological habitat assessment technical reports (the “Scope of Services”) for Coronus projects Adelanto West, Apple Valley East, Phelan South, Yucca Valley East, Joshua Tree East, 29-Palms North, and 29-Palms Morongo, for submittal to the city and/or county planning department to satisfy the initial biological studies component of the California Environmental Quality Act. The estimated cost for performing the Scope of Services was $32,500. Coronus paid $16,250 on entering into the Bio Assessment Agreement. The balance was due within thirty business days after receipt of the technical reports. Coronus received the technical reports on January 17, 2013.

On November 24, 2012, Coronus entered into a Cultural Resources Assessment Agreement (the “Cultural Assessment Agreement”) with Phoenix, where Phoenix was to perform cultural records searches, conduct field work, and prepare cultural resources assessment technical reports (the “Scope of Services”) for Coronus projects Adelanto West, Apple Valley East, Phelan South, Yucca Valley East, Joshua Tree East, 29-Palms North, and 29-Palms Morongo, for submittal to the city and/or county planning department to satisfy the initial cultural studies component of the California Environmental Quality Act. The estimated cost for performing the Scope of Services was $24,900. Coronus paid $12,450 on entering into the Cultural Assessment Agreement. The balance was due within thirty business days after receipt of the technical reports. Coronus received the technical reports on January 17, 2013.

(i) Aegis Solar PV Asset Sale Agreement

On December 27, 2012, the Company entered into a sale agreement for utility-scale, ground-mount, solar PV power systems (the “Aegis Solar Power System Sales Agreement”) with Sycamore Physicians Partners LLC and Aegis Energy Partners LLC (collectively, the “Buyer”). Under the Aegis Solar Power System Sales Agreement, the Company agreed to sell to the Buyer 2.7 MW_ac of turnkey, utility-scale, ground-mount, solar PV power systems (the “Solar PV Systems”), engineered, procured and constructed by Belectric, Inc. (“Belectric”), at a contract price of $2.15 per W_dc, inclusive of taxes. Assuming a dc/ac ratio of 1.25, the contract price would be $7,256,250. The Aegis Solar Power System Sales Agreement was subject to Belectric approval. On Belectric approval, the Buyer was to pay the Company $50,000.

Under the Aegis Solar Power System Sales Agreement, the Buyer was to provide the site for the Solar PV Systems, pay for the utility interconnection and land use permit procurement costs, and obtain the land use permit. Additionally, the Buyer was to provide Belectric with satisfactory proof of secured financing, prior to the commencement of construction of the Solar PV Systems. Under the Aegis Solar Power System Sales Agreement, Belectric was to provide all services necessary for delivery to the Buyer of turnkey, operation ready, Solar PV Systems. Belectric was to design the Solar PV Systems to optimize revenue, with emphasis placed on the utility’s time of delivery periods and factors. Additionally, Belectric was to be responsible for managing the operation of the Solar PV Systems, for a period of five years, and would receive, for the operating and maintenance services to be provided, remuneration in the amount of $22.50 per kW_dc per year, inclusive of a standard escalation of 2% per year, after year one.

On February 10, 2013, the Company terminated the Aegis Solar Power System Sales Agreement with the Buyer. The Company failed to obtain the Belectric approval, as required.

(j) Earthlight Consultancy

On December 26, 2012, effective January 1, 2013, Coronus agreed to engage Earthlight Solar Inc. (“Earthlight”) as a consultant, with Earthlight providing Coronus with advisory and consulting services (the “Services”) in respect of Coronus’ solar photovoltaic business. Under the engagement, Coronus is to pay Earthlight $8,000 per month (the “Fee”) for the Services, with the Fee due and payable at the end of each month. Mark Burgert, a control person of the Company, is the president and a control person (sole owner) of Earthlight.

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Note 14 - Convertible Promissory Notes (Detail) - Discount on Issuance Convertible Promissory Notes	Mar. 31, 2013 USD ($)	Feb. 28, 2013 USD ($)	Dec. 31, 2012 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 CAD	Jun. 30, 2012 USD ($)	Mar. 31, 2012 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)
Face value			$ 200,000	$ 136,000	40,000	$ 235,000	$ 100,090	$ 32,000	$ 37,000
Effective interest (137%)	863	1,611	17,991				(84,892)
							$ 15,198

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Note 9 - Intangible Assets (Detail) - Intangible Assets (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2012
Business plan	$ 21,500	$ 21,500

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Note 6 - Earnings (Loss) per Share (Detail) - Weighted average number of common shares calculations for basic and diluted earnings (loss) per shar	3 Months Ended		9 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2011
Issued common share at beginning of period	17,219,486	27,079,086	17,219,486	27,079,086	27,096,086
Issued during the period		12,750		304,629
Cancelled during the period			(4,992,172)
Weighted average number of common
per share calculation	17,219,486	27,091,836	22,103,914	27,033,715
Effect of share options on issue			691,900
Effect of share warrants on issue			133,416
diluted earnings (loss) per share calculation	17,219,486	27,091,836	22,929,230	27,033,715

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Note 16 - Stockholders' Equity (Detail)	3 Months Ended				4 Months Ended	6 Months Ended		9 Months Ended		12 Months Ended									121 Months Ended	133 Months Ended						3 Months Ended
	Dec. 31, 2012 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2011 USD ($)	Mar. 31, 2011 USD ($)	Mar. 31, 2002 USD ($)	Sep. 30, 2012 USD ($)	Sep. 30, 2012 CAD	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Mar. 31, 2012 CAD	Mar. 31, 2011 CAD	Mar. 31, 2010 USD ($)	Mar. 31, 2008 USD ($)	Mar. 31, 2007 USD ($)	Mar. 31, 2006 USD ($)	Mar. 31, 2005 USD ($)	Mar. 31, 2004 USD ($)	Mar. 31, 2003 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2012 USD ($)	Mar. 31, 2012 USD ($)	Feb. 29, 2012 USD ($)	Oct. 31, 2011 USD ($)	May 31, 2011 USD ($)	Dec. 31, 2001 USD ($)	Dec. 31, 2001 Shares Issued	Dec. 31, 2001 Price Paid per Share USD ($)
Stock Issued During Period, Shares, Issued for Cash (in Shares)											212,500			1,000,000		1,910,000	500,006	500,004								6,750,000
Sale of Stock, Price Per Share (in Dollars per share and Dollars per share)				$ 1.05			0.60				0.402	$ 0.025	$ 0.0485	$ 0.044	$ 0.042		$ 0.0835	$ 0.0725									$ 0.0002
Stock Issued During Period, Shares, Other (in Shares)																										6,750,000
Additional Paid in Capital, Common Stock										100,000								$ 12,916							$ 352,337
Issued During Period, Unit, Issued for Cash (in Shares)						350,000	350,000			350,000						1,200,000		235,294
Sale of Unit, Price per Unit										0.60						0.039		0.055
Capital Paid							210,000			210,000	85,000		2,548	43,948	12,578	47,054	41,644	36,326
Stock Issued During Period, Shares, Conversion of Warrants															0.042			235,294
Exercise Price of Warrant						0.75										0.039		0.055			0.75
Issuance of Stock and Warrants for Services or Claims					3,931								2,548		16,586		1,851	1,615	26,301
Stock Issued During Period, Shares, Acquisitions (in Shares)				10,974,000		9,876,600	9,876,600					4,025,000
Fees and Commissions, Other (in Dollars)											7,500
Professional Fees (in Dollars)	14,161	5,000	13,898					63,629	54,763		6,807									413,028
Purchase of Solar Power System				76,818,000
Shareholders Equity and Construction in Progress				6,584,400
Value of the Underlying Warrant																					93,652	56,966	4,501	90,628
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share)	$ 0.065					$ 0.60		$ 0.065												$ 0.065	$ 0.065
Restricted Shares Outstanding	10,226,900							10,226,900												10,226,900	20,103,500
Promissory Note Issued During Period (in Dollars)										50,000
Warrants Issued During Period, Warrants (in Shares)		83,333																			83,333
Convertible Price Per Share (in Dollars)										0.60
Warrants and Rights Outstanding	$ 533,666							$ 533,666												$ 533,666

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Note 20 - Subsequent Events (Detail) (USD $)	3 Months Ended					6 Months Ended	9 Months Ended		12 Months Ended	21 Months Ended	121 Months Ended
	Mar. 31, 2013 acre	Dec. 31, 2012 acre sqyd	Mar. 31, 2012 acre	Jun. 30, 2011 acre	Mar. 31, 2011	Mar. 31, 2011	Dec. 31, 2012 acre	Jun. 30, 2012 acre	Sep. 30, 2012 sqyd acre	Dec. 31, 2011	Dec. 31, 2011	Sep. 30, 2011 acre
Adelanto West Parcel of Land (in Acres)			40	40				40				40
Construction and Development Costs			$ 37,604
Yucca Valley East Parcel of Land (in Acres)			34.07					34.07	34.07
Interconnection Financial Security Posting	14,750	29,500	41,200				29,500
Joshua Tree East Parcel of Land (in Acres)	56.03	56.03	56.03	56.03			56.03	56.03
Joshua Tree East 1 Facilities Study Agreement	15,000
29-Palms Morongo Parcel of Land (in Acres)	24.23	24.23					24.23
	86,683	400,000		40,000	45,000	32,000	643,259	400,000	170,000	38,301	775,849
	1,000	1,000					1,000	1,000
Property Plant and Equipment, Land Acquisition Addition, Payable	$ 85,683	$ 85,683					$ 85,683	$ 349,000
Apple Valley East Re-Site Parcel of Land (in Acres)	8.91	14.78					14.78

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Note 12 - Notes Payable (Detail) - Notes Payable (USD $)	Dec. 31, 2012	Mar. 31, 2012
29-Palms North		$ 32,084
Joshua Tree East	170,000	170,000
Adelanto West	235,534
Yucca Valley East	136,380
	541,914	202,084
Current
Newberry Springs	37,100	37,100
29-Palms North	32,084
	69,184	37,100
Total	$ 611,098	$ 239,184

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Note 3 - Summary of Significant Accounting Policies

3 Months Ended

Dec. 31, 2012

Significant Accounting Policies [Text Block]

Note 3 – Summary of Significant Accounting Policies

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the instruction from Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and notes normally provided in the audited financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for fiscal year ended March 31, 2012 filed with the United States Securities and Exchange Commission. The result of operations for the interim periods presented is not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited consolidated interim balance sheets, statements of operations and comprehensive income (loss), stockholders’ equity and cash flows reflected all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at December 31, 2012, and the results of operations and cash flows for the nine months ended December 31, 2012, and for the period from December 3, 2001 (Date of Commencement) to December 31, 2012.

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Note 9 - Intangible Assets (Detail) - Intangible Assets (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2012
Business plan	$ 21,500	$ 21,500

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Note 7 - Property, Plant and Equipment (Tables)

3 Months Ended

12 Months Ended

Dec. 31, 2012

Mar. 31, 2012

Property, Plant and Equipment [Table Text Block]

December 31, 2012

				Accumulated		Net book
December 31, 2012		Cost		depreciation		value
Office equipment	$	1,379	$	1,248	$	131
Computer equipment		1,055		1,026		29
Land		1,348,649		-		1,348,649
	$	1,351,083	$	2,274	$	1,348,809

March 31, 2012

				Accumulated		Net book
March 31, 2012		Cost		depreciation		value
Office equipment	$	1,373	$	1,220	$	153
Computer equipment		1,051		1,014		37
Land		334,599		-	$	334,599
	$	337,023	$	2,234	$	334,789

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Note 6 - Earnings (Loss) per Share (Tables)

15 Months Ended

Dec. 31, 2012

Schedule of Weighted Average Number of Shares [Table Text Block]

	Three months ended				Nine months ended
	December 31,				December 31,
	2012		2011		2012			2011
Issued common share at beginning of period		17,219,486		27,079,086		27,096,086			26,729,086
Issued during the period		-		12,750		-			304,629
Cancelled during the period		-		-		(4,992,172	)		-
Weighted average number of common
shares at December 31 for basic loss
per share calculation		17,219,486		27,091,836		22,103,914			27,033,715
Effect of share options on issue		-		-		691,900			-
Effect of share warrants on issue		-		-		133,416			-
Diluted Weighted average number of
common shares at December 31 for
diluted earnings (loss) per share calculation		17,219,486		27,091,836		22,929,230			27,033,715

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Note 16 - Stockholders' Equity (Detail) - Fair Value of Warrants	12 Months Ended
	Mar. 31, 2012
Dividend yield	0.00%

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Note 10 - Sycamore Solar Photovoltaic Asset Sale Agreement (Detail) (USD $)	3 Months Ended	6 Months Ended	9 Months Ended	121 Months Ended
	Jun. 30, 2012	Sep. 30, 2012	Dec. 31, 2012	Dec. 31, 2011
Asset Sale Total Purchase Price	$ 1,726,219
Asset Sale Cash Paid	817,200	909,019
Gain (Loss) on Disposition of Assets			$ (1,723,710)	$ (1,723,710)

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Note 9 - Intangible Assets (Tables)

3 Months Ended

12 Months Ended

Dec. 31, 2012

Mar. 31, 2012

Schedule of Finite-Lived Intangible Assets [Table Text Block]

December 31, 2012

				Accumulated				Net book
December 31, 2012		Cost		amortization		Write-off		value
Business plan	$	21,500	$	21,500	$	-	$	-

March 31, 2012

				Accumulated				Net book
March 31, 2012		Cost		amortization		Write-off		value
Business plan	$	$21,500	$	17,320	$	-	$	4,180

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Note 12 - Notes Payable (Tables)

3 Months Ended

Dec. 31, 2012

Schedule of Debt [Table Text Block]

December 31, 2012

	December 31,		March 31,
Vacant Land	2012		2012
29-Palms North	$	-	$	32,084
Joshua Tree East		170,000		170,000
Adelanto West		235,534		-
Yucca Valley East		136,380		-
	$	541,914	$	202,084
Current
Newberry Springs	$	37,100	$	37,100
29-Palms North		32,084		-
	$	69,184	$	37,100
Total	$	611,098	$	239,184

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Note 2 - Basis of Presentation - Going Concern Uncertainties

3 Months Ended

Dec. 31, 2012

Basisof Presentation Going Concern Uncertainties

Note 2 – Basis of Presentation - Going Concern Uncertainties

The Company is considered a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") Topic 915 “Development Stage Entities”. The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States, which contemplate continuation of the Company as a going concern. However, the Company has limited operations and has sustained operating losses in recent years resulting in an accumulated deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements, and the success of its future operations.

The Company's ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. Management plans to obtain additional financing through the issuance of shares, in order to allow the Company to complete its development phase and commence earning revenue. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities other than in the normal course of business.

The Company will seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Information on the Company’s working capital and deficit is:

	December 31,		March 31,
	2012		2012
Working capital (deficiency)	$	193,966	$	(390,180	)
Deficit	$	460,099	$	1,715,649

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Note 14 - Convertible Promissory Notes (Tables)

12 Months Ended

Mar. 31, 2012

Schedule of Debt Conversions [Table Text Block]

	US$	CAD$
Face value	100,090	100,000
Effective interest (137%)	(84,892)	(84,816)
	15,198	15,184

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Note 7 - Property, Plant and Equipment (Detail) - Property, Plant and Equipment (USD $)	Dec. 31, 2012	Mar. 31, 2012
Office equipment	$ 1,379	$ 1,373
Computer equipment	1,055	1,051
Land	1,348,649	334,599
	$ 1,351,083	$ 337,023

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Note 16 - Stockholders' Equity (Detail) - Changes in Stock Options	12 Months Ended	21 Months Ended
	Mar. 31, 2011	Dec. 31, 2012
	745,000	740,000
Expired		(5,000)

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Consolidated Balance Sheets(USD ($))	Dec. 31, 2012	Mar. 31, 2011
CURRENT
Cash and cash equivalents	$ 426,679	$ 327
Other receivables	8,337	900
Prepaid expenses and deposits (Note 19(c), (d), (e), (f) & (h))	1,285,840	42,149
Assets held for sale (Note 10)		40,161
TOTAL CURRENT ASSETS	1,720,856	83,537
CONSTRUCTION IN PROGRESS (Note 8)	658,440	6,584,400
PROPERTY, PLANT AND EQUIPMENT (Note 7)	1,348,809	334,789
INTANGIBLE ASSET (Note 9)		4,180
TOTAL ASSETS	3,728,105	7,006,906
CURRENT
Accounts payable and accrued liabilities (Note 18)	28,819	144,656
Loan from a shareholder (Note 11)		243,288
Convertible notes payable (Note 14)		15,198
Senior secured promissory note (Note 15)	1,429,707
Notes payable (Note 12)	69,184	37,100
Liabilities held for sale		33,475
TOTAL CURRENT LIABILITIES	1,527,710	473,717
NOTES PAYABLE (Note 12)	541,914	202,084
TOTAL LIABILITIES	2,069,624	675,801
SHARE CAPITAL (Note 15)
17,219,486 common shares (March 31, 2012: 27,096,086)	1,548,492	7,474,452
ADDITIONAL PAID IN CAPITAL	598,534	598,534
ACCUMULATED OTHER COMPREHENSIVE LOSS	(27,624)	(26,232)
DEFICIT, accumulated during the development stage	(460,921)	(1,715,649)
TOTAL STOCKHOLDERS’ EQUITY	1,658,481	6,331,105
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 3,728,105	$ 7,006,906

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Note 11 - Loan From A Shareholder (Detail)	3 Months Ended				6 Months Ended		9 Months Ended	12 Months Ended		15 Months Ended	133 Months Ended
	Dec. 31, 2012 USD ($)	Sep. 30, 2012 CAD	Jun. 30, 2012 USD ($)	Jun. 30, 2012 CAD	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2012 USD ($)	Mar. 31, 2012 USD ($)	Mar. 31, 2012 CAD	Mar. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Feb. 28, 2013 USD ($)
Increase (Decrease) in Notes Payable, Related Parties			$ 7,021					$ 39,335	39,300
Debt Instrument, Interest Rate During Period		12.00%						4.00%	4.00%	12.00%
Increase (Decrease) in Notes Payable, Related Parties, Current				237,780				66,831	66,800
Out-of-Pocket Expense				1,292
Professional and Contract Services Expense	28,700	48,000			24,030	62,528	28,700	20,000			49,628
Interest Payable (in Dollars)	$ 17,991				$ 17,991		$ 17,991	$ (84,892)		$ 863	$ 17,991	$ 1,611

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Consolidated Statements of Cash Flows (USD $)	9 Months Ended	21 Months Ended	121 Months Ended	133 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2012
OPERATING ACTIVITIES
Net income (loss) from operations	$ 1,254,728	$ (261,857)	$ (460,921)	$ (460,921)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization - tangible and intangible assets	4,211	5,416	57,358	57,358
Amortization - financing costs on promissory note	3,253		3,253
Foreign exchange gain/loss	(8,241)	2,858	(20,930)	(13,975)
Forgiveness of debt		39,017	249,069
Imputed interests			27,873
Share issued for services / debts			26,301
Stock based compensation			492,309	492,309
Amortization on discount of convertible notes	87,143		102,341
Gain on sale of assets	(1,717,024)		(1,717,024)
Write down of land deposits		3,210		11,610
Write down of website development costs			17,390	17,390
Write-off trademark cost			279	279
Changes in non-cash working capital:
Other receivables	(7,407)	(5,403)	(7,052)
Prepaid expenses and deposits	(1,243,687)	432	(1,309,707)
Accounts payables and accrued liabilities	(113,416)	66,856	64,263
NET CASH USED IN OPERATING ACTIVITIES	(1,732,198)	(149,471)	(2,475,197)
INVESTING ACTIVITIES
Property, plant and equipment			(1,871)
Land acquisition	(643,259)	(38,301)	(775,849)
Land Deposit		(6,195)	(46,408)
Net proceeds on sales of assets	1,723,710		1,723,710
Intangible asset			(369)
NET CASH USED IN INVESTING ACTIVITIES	1,080,451	(44,496)	899,213
FINANCING ACTIVITIES
Issuance of common shares		228,582	591,861
Financing costs on promissory note	(75,000)		(75,000)
Senior secured promissory note	1,500,000		1,500,000
Loan from a shareholder	(243,373)	(19,894)	(47,756)
Payment of deferred financing fee		(10,269)
Note payable			37,100
Convertible note payable	(102,346)		(1,648)
NET CASH FROM FINANCING ACTIVITIES	1,079,281	198,419	2,004,557
EFFECT OF EXCHANGE RATE ON CASH	(1,182)	(9,983)	(1,894)
NET INCREASE (DECREASE) IN CASH	426,352	(5,531)	426,679
CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS - Beginning of Period	327	6,233
CASH AND CASH EQUIVALENTS - End of Period	426,679	702	702	426,679
SUPPLEMENTAL CASH FLOWS INFORMATION
Interest expense paid in cash	45,724	11,466	63,360
NON-CASH FINANCING ACTIVITIES
Issuance of common shares for acquisition of Coronus Energy Corp.			21,638
Establishment of intangible asset through acquisition of Coronus Energy Corp.			21,500
Issuance of common shares for construction of solar power plant			6,584,400
Cancellation of common shares for amendment of the agreement	$ (5,925,960)		$ 5,925,960

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Note 18 - Related Party Transactions (Detail)	3 Months Ended		6 Months Ended		9 Months Ended	12 Months Ended	21 Months Ended	133 Months Ended
	Dec. 31, 2012 USD ($)	Sep. 30, 2012 CAD	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2012 USD ($)	Mar. 31, 2012 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2012 USD ($)
Noninterest Expense Directors Fees					$ 300		$ 413
Professional and Contract Services Expense	28,700	48,000	24,030	62,528	28,700	20,000		49,628
Accounts Payable	305		305		305	49,233	305	305
Notes Payable						$ 17,991

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Note 2 - Basis of Presentation - Going Concern Uncertainties (Detail) - Working Capital (Deficit) (USD $)	Dec. 31, 2012	Mar. 31, 2012	Mar. 31, 2011
Working capital (deficiency)	$ 193,966	$ (390,180)
Deficit	$ (460,921)	$ 1,715,649	$ (1,715,649)

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Note 16 - Stockholders' Equity

3 Months Ended

Dec. 31, 2012

Stockholders' Equity Note Disclosure [Text Block]

Note 16 - Stockholders’ Equity

(a) Common Stock

On December 5, 2001, the Company (i) issued 6,750,000 common shares for cash to the founder and sole director of the Company at $0.0002 per share; (ii) issued 75,000 common shares for service to a party related to the founder of the Company at $0.0525 per share; and (iii) issued 300,000 common shares for cash to the sole director of the Company pursuant to a private placement at $0.0525 per share. The Company recorded the 6,750,000 shares issued to the founder at fair value at $0.0525 per share and recorded a stock based compensation of $352,337.

For the fiscal year ended March 31, 2003, the Company issued (i) 235,294 units for cash at $0.055 per unit for total proceeds of $12,916; (ii) issued 500,004 common shares for cash at $0.0725 per share for total proceeds of $36,326; (iii) issued 235,294 common shares upon the exercise of warrants for cash at $0.055 per share for total proceeds of $12,916; and (iv) issued 22,222 common shares for the settlement of debt at $0.0725 per share for the total debt of $1,615. In connection with the above unit issuance, each unit consisted of one common share and one share purchase warrant with an exercise price at $0.055 per share. The Company adopted the residual approach and allocated the total proceeds to the common shares and $nil to the share purchase warrants.

For the fiscal year ended March 31, 2004, the Company (i) issued 500,006 common shares for cash at $0.0835 per share for total proceeds of $41,644; and (ii) issued 66,666 common shares for the settlement of the debt at $0.0835 for the total debt of $5,552.

For the fiscal year ended March 31, 2005, the Company (i) issued 1,200,000 units for cash at $0.039 per unit for total proceeds of $47,054; and (ii) issued 1,910,000 common shares for cash at $0.039 per share for total proceeds of $74,895. Each unit consisted of one common share and one share purchase warrant with an exercise price at $0.039 per share. The Company adopted the residual approach and allocated the total proceeds to the common stocks and $nil to the share purchase warrants.

For the fiscal year ended March 31, 2006, the Company (i) issued 300,000 common shares at $0.042 per share pursuant to the exercise of warrants for total proceeds of $12,578; and (ii) issued 395,600 common shares at $0.042 per share for the settlement of debt of $16,586.

For the fiscal year ended March 31, 2007, the Company issued 1,000,000 common shares for cash at $0.044 per share for total proceeds of $43,948.

For the fiscal year ended March 31, 2008, the Company issued 52,500 common shares at $0.0485 per share for the settlement of debt of $2,548.

On November 2, 2009, the Company issued 2,000,000 common shares in connection with the acquisition of all the issued and outstanding shares of Coronus at a deemed value of $0.025 per share. These shares were recorded, proportionately with the shares transferred by Mr. Jeff Thachuk to Mr. Mark Burgert, based on the fair value of the assets acquired.

On January 21, 2011, the Company completed a non-brokered private placement, issuing 212,500 shares of common stock to eleven investors, at a price of CAD$0.402 per share, for gross proceeds of CAD$85,000. In connection with the completion of the private placement, the Company paid CAD$7,500 in finder’s fees in cash, to certain arm’s length parties, and CAD$6,807 in legal, accounting, transfer agent and filing fees.

On March 31, 2011, the Company and its wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a purchase agreement for utility-scale, ground-mount, solar photovoltaic (“PV”) power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a deemed value of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress.

On May 10, 2011, the Company completed a non-brokered private placement of 350,000 units at a price of CAD $0.60 per unit for proceeds of CAD $210,000. Each unit was comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD $0.75 for a period of five years. The value assigned to the underlying warrants was CAD$90,000 ($93,652). See Note 16(c).

On October 24, 2011, the Company completed a non-brokered private placement of 17,000 units at a price of CAD$0.60 per unit for gross proceeds of CAD$10,200. Each unit is comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD $0.75 for a period of five years. The value assigned to the underlying warrants was CAD$4,470 ($4,452). See Note 16(c).

On August 15, 2012, the Company amended the purchase agreement for utility-scale, ground-mount, solar photovoltaic (PV) power systems (the “Solar Power Systems Agreement”), the Company entered into with Coronus and Belectric Inc. (“Belectric”), on March 31, 2011 [see Note 19(a)]. Under the amended agreement (the “Amended Solar Power Systems Agreement”), 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012, at the deemed price of $1.05 per share. The fair value per share at the date of cancellation was $0.60.

As at December 31, 2012, 10,226,900 (March 31, 2012: 20,103,500) shares of the Company’s common stock were restricted shares.

(b) Stock Options

Since inception, the Company has entered into various stock option agreements with its directors, employees and consultants.

During the period ended December 31, 2012 and year ended March 31, 2012, there were no options granted or exercised.

Changes in stock options for the period ended December 31, 2012 and year ended March 31, 2012 are summarized as follows:

	Options Outstanding
				Weighted average
	Number of			exercise
	shares			price
Balance, March 31, 2012 and 2011		745,000		$	0.065
Expired		(5,000	)		0.105
Balance, December 31, 2012		740,000		$	0.065

The Company has the following options outstanding and exercisable at December 31, 2012:

		Outstanding				Exercisable
			Weighted
		Number	Average		Weighted	Number		Weighted
	Range of	Outstanding at	Remaining		Average	Exercisable at		Average
	Exercise	December 31,	Contractual		Exercise	December 31,		Exercise
	Prices	2012	Life (Years)		Price	2012		Price
$	0.065	740,000	2.90	$	0.065	740,000	$	0.065

The Company has the following options outstanding and exercisable at March 31, 2012:

		Outstanding				Exercisable
			Weighted
		Number	Average		Weighted	Number		Weighted
	Range of	Outstanding at	Remaining		Average	Exercisable at		Average
	Exercise	March 31,	Contractual		Exercise	March 31,		Exercise
	Prices	2012	Life (Years)		Price	2012		Price
$	0.065	740,000	3.65	$	0.065	740,000	$	0.065
	0.105	5,000	0.11		0.105	5,000		0.105
$	0.065 - $0.105	745,000	3.63	$	0.065	745,000	$	0.065

(c) Warrants

On May 10, 2011, the Company completed a non-brokered private placement, issuing 350,000 units (the “Units”), at a price of CAD$0.60 per Unit, for proceeds of CAD$210,000. Each Unit was comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD$0.75 for a period of five years. The Company determined the fair value of the warrants to be $0.257 per warrant using the Black-Scholes option pricing model.

On October 24, 2011, the Company completed a non-brokered private placement of 17,000 units at a price of CAD$0.60 per unit for gross proceeds of CAD$10,200. Each unit is comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD $0.75 for a period of five years. The Company determined the fair value of the warrants to be $0.263 per warrant using the Black-Scholes option pricing model.

On February 2, 2012, the Company issued a convertible promissory note for CAD$50,000 and 83,333 transferrable warrants for gross proceeds of CAD$50,000. On February 23, 2012, the Company issued a second convertible promissory note for CAD$50,000 and a further 83,333 transferrable warrants for gross proceeds of CAD$50,000. These convertible promissory notes, totalling CAD$100,000, matured on February 2, 2013, and bore an annual interest rate of 12%. The holders of the notes could convert the note and accrued interest, at or before the maturity date, into common shares of the Company at CAD$0.60 each. Each warrant entitles the holder thereof to purchase a further common share of the Company at an exercise price of CAD$0.75 for a period of five years. The Company determined the fair value of the warrants to be CAD$0.7816 per warrant using the Black-Scholes option pricing model.

The fair value of the warrants issued during the year ended March 31, 2012 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

	Year ended
	March 31, 2012
Expected volatility	100.13% - 105.17%
Risk free interest rate	1.10% - 1.91%
Expected life	5 years
Dividend yield	0.00%

The relative estimated fair value of the warrants in relation to the private placements in May 2011, October 2011, and February 2012 were CAD$90,000 (USD$90,628), CAD$4,470 (USD$4,501), and CAD$56,571 (USD$56,966), respectively, and were allocated to the additional paid-in capital.

During the period ended December 31, 2012, the Company did not issue any warrants. At December 31, 2012, 533,666 warrants remained outstanding.

The Company has the following warrants outstanding at December 31, 2012:

								Exercise	Average
Balance	Issued	Exercised	Cancelled	Balance		Exercise		price	Remaining
as at	during the	during the	during the	as at		price		(USD	Contractual
3/31/2012	period	period	period	12/31/2012		(CAD)		equivalent)	Life in Years
350,000	-	-	-	350,000	$	0.75	$	0.75	3.36
17,000	-	-	-	17,000	$	0.75		0.75	3.82
166,666	-	-	-	166,666	$	0.75		0.75	4.09
533,666	-	-	-	533,666	$	0.75	$	0.75	3.60

The Company has the following warrants outstanding at March 31, 2012:

						Exercise	Average
Balance	Issued	Exercised	Cancelled	Balance	Exercise	price	Remaining
as at	during the	during the	during the	as at	price	(USD	Contractual
3/31/2011	period	period	period	3/31/2012	(CAD)	equivalent)	Life in Years
-	350,000	-	-	350,000	$0.75	$0.74	4.11
-	17,000	-	-	17,000	$0.75	$ 0.74	4.57
-	166,666	-	-	166,666	$0.75	$0.74	4.88
-	533,666	-	-	533,666	$0.75	$0.74	4.37

The warrants are not a derivative instrument.

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Note 6 - Earnings (Loss) per Share (Detail) (USD $)	3 Months Ended		9 Months Ended		21 Months Ended	121 Months Ended	133 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2011	Dec. 31, 2012
Net Income (Loss) Attributable to Parent (in Dollars)	$ (118,132)	$ (88,428)	$ 1,254,728	$ (261,857)	$ (261,857)	$ (460,921)	$ (460,921)
Weighted Average Number of Shares Outstanding, Basic	17,219,486	27,091,836	22,103,914	27,033,715
Weighted Average Number of Shares Outstanding, Diluted	17,219,486	27,091,836	22,929,230	27,033,715
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	533,666			533,666
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options and Restrictive Stock Units (in Dollars)				740,000
Warrant [Member]
Dilutive Securities, Effect on Basic Earnings Per Share, Including Options and Restrictive Stock Units (in Dollars)	$ 740,000

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Note 18 - Related Party Transactions

3 Months Ended

Dec. 31, 2012

Related Party Transactions Disclosure [Text Block]

Note 18 - Related Party Transactions

During the three months and nine months ended December 31, 2012, the Company paid $nil (2011: $nil) and $300 (2011: $413) in director fees to the directors of the Company, respectively.

During the three months and nine months ended December 31, 2012, $nil (2011 management fees: $24,030) and $nil (2011 management fees: $62,528) of management fees were accrued, respectively. Effective April 1, 2012, the executive officer is remunerated by payroll.

As at December 31, 2012, included in accounts payable, $305 (March 31, 2012: $49,233) was owed to a director of the Company.

As at December 31, 2012, included in notes payable, $nil (March 31, 2012: $17,991) was accrued as interest payable for loan from a director of the Company.

See also Note 11 and Note 19(h).

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Note 1 - Nature of Operations

3 Months Ended

Dec. 31, 2012

Nature of Operations [Text Block]

Note 1 – Nature of Operations

Coronus Solar Inc. (“the Company”) was incorporated under the Canada Business Corporations Act on December 3, 2001 under the name “The LectureNet Learning Corporation” and was registered extra-provincially in the Province of British Columbia on January 24, 2002. The name of the Company was changed to InsightfulMind Learning, Inc. effective August 26, 2002 and was further changed to Coronus Solar Inc. on November 3, 2009.

The Company’s current business is to deploy and operate utility-scale solar power systems in the State of California, U.S.A. The Company is located in the City of Vancouver, Province of British Columbia, Canada.

On November 2, 2009, the Company completed an agreement (the “Share Purchase Agreement”) to acquire all of the issued and outstanding shares of Coronus Energy Corp. (“Coronus”), a start-up stage company founded to deploy and operate utility-scale solar power systems in the State of California. Under the Share Purchase Agreement, the Company acquired all of the outstanding shares of Coronus in exchange for 2,000,000 (post stock forward split) common shares of the Company, at a deemed value of $0.025 per share.

Under the Share Purchase Agreement, 2,025,000 common shares of the Company held by Mr. Jeff Thachuk, President of the Company, were transferred to Mr. Mark Burgert, the sole principal of Coronus, for $1, on August 19, 2009 and an aggregate of 905,000 (post stock forward split) stock options of the Company held by various persons were cancelled on August 10, 2009. Mr. Thachuk was appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus, with Mr. Burgert continuing to hold the office of President of Coronus.

The transfer of the 2,025,000 common shares of the Company held by Mr. Thachuk to Mr. Burgert was treated, as a contribution by Mr. Thachuk, as part of the consideration for the acquisition of Coronus. Accordingly, a total of 4,025,000 common shares was determined as the consideration for the acquisition.

The Company engaged Mr. Burgert as a consultant, and in consideration for this engagement, granted to Mr. Burgert an aggregate of 350,000 options exercisable at a price of $0.065 per share. Additionally, the 9,050,000 common shares of the Company that are now collectively held between Messrs. Thachuk and Burgert have been placed into voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by the Company on a consolidated basis.

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Consolidated Balance Sheets (Parentheticals)	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2011
Common stock, issued (in Shares) (in Shares) (in Shares) (in Shares) (in Shares) (in Shares) (in Shares)	17,219,486	27,079,086	27,096,086
Common stock, outstanding (in Shares) (in Shares) (in Shares) (in Shares) (in Shares) (in Shares) (in Shares)	17,219,486		27,096,086

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Note 11 - Loan From A Shareholder

3 Months Ended

Dec. 31, 2012

Loanfroma Shareholder

Note 11 - Loan From A Shareholder

Loan from a shareholder represents a series of loans from a director and shareholder of the Company which were unsecured and due on demand.

During the year ended March 31, 2012, the director and shareholder lent the Company a further CAD$39,300 (USD$39,335). The additional loan was unsecured and due on demand, and accrued interest at the annual rate of 4%.

During the year ended March 31, 2012, the director and shareholder was repaid by the Company CAD$66,800 (USD$66,831) of the principal amount owing, in respect of the loan.

On April 18, 2012, the Company repaid, in full, the shareholder loan owed to the director and shareholder, inclusive of interest outstanding. Additionally, included in accounts payable as at April 18, 2012, CAD$1,292 was owed to our principal executive officer for out-of-pocket expenses. On April 18, 2012, the Company repaid, in full, the out-of-pocket expenses outstanding, as at April 18, 2012. Accordingly, inclusive of the loan principal, interest owing, and out-of-pocket expenses incurred, in aggregate, on April 18, 2012, the Company repaid the director and shareholder CAD$237,780 and USD$7,021.

On September 12, 2012, the Company repaid, in full, the management fees of CAD$48,000 accrued to the director and shareholder for the prior year's services provided.

At December 31, 2012, the Company has accrued interest payable of $nil (March 31, 2012: $17,991).

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Document And Entity Information (USD $)	9 Months Ended
	Dec. 31, 2012	Feb. 11, 2013
Document and Entity Information [Abstract]
Entity Registrant Name	Coronus Solar Inc.
Document Type	10-Q
Current Fiscal Year End Date	--03-31
Entity Common Stock, Shares Outstanding		17,219,486
Entity Public Float		$ 5,485,010
Amendment Flag	false
Entity Central Index Key	0001448900
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3

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Note 12 - Notes Payable

3 Months Ended

Dec. 31, 2012

Note Payable

Note 12 - Notes Payable

Notes payable at December 31, 2012 is summarized as follows:

	December 31,		March 31,
Vacant Land	2012		2012
29-Palms North	$	-	$	32,084
Joshua Tree East		170,000		170,000
Adelanto West		235,534		-
Yucca Valley East		136,380		-
	$	541,914	$	202,084
Current
Newberry Springs	$	37,100	$	37,100
29-Palms North		32,084		-
	$	69,184	$	37,100
Total	$	611,098	$	239,184

On March 17, 2011, Coronus completed the Newberry Springs Vacant Land Purchase Agreement to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. At December 31, 2012, the Company has accrued interest payable of $100 (March 31, 2012: $100).

On May 16, 2011, Coronus completed the 29-Palms North Vacant Land Purchase Agreement to acquire a 39.25 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. At December 31, 2012, the Company has accrued interest payable of $84 (March 31, 2012: $84).

On June 30, 2011, Coronus completed the Joshua Tree East Vacant Land Purchase Agreement to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only.

On April 19, 2012, Coronus completed the Adelanto West Vacant Land Purchase Agreement to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. The vendor agreed to carry back the balance amount of $235,000 for three years at 6.5% per annum interest, with monthly payments of interest only. At December 31, 2012, the Company has accrued interest payable of $534 (March 31, 2012: $nil).

On August 17, 2012, Coronus completed the Yucca Valley East Vacant Land Purchase Agreement to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. At December 31, 2012, the Company has accrued interest payable of $380 (March 31, 2012: $nil).

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Consolidated Statements of Operations and Comprehensive Loss(USD ($))	3 Months Ended		9 Months Ended		133 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012
REVENUE					$ 1,751
EXPENSES
Amortization - tangible and intangible assets	607	1,805	4,211	5,416	57,358
Financing costs on promissory note	3,228		3,228		3,228
Consulting fees	28,700		28,700		49,628
Interest on shareholder loan	5	2,227	435	6,778	28,308
Interest and bank charges	2,893	4,626	11,947	10,296	44,801
Office and miscellaneous	15,487	7,931	41,552	39,370	148,242
Professional fees	14,161	13,898	63,629	54,763	413,028
Repairs and maintenance					869
Salaries and wages (Note 18)	24,218	23,588	74,400	62,604	543,614
Stock based compensation					492,309
Telephone and utilities	58	207	251	628	12,628
Advertising and promotion	(402)			143	9,124
Travel	1,224	971	1,224	993	4,380
Feasibility study	27,250	33,065	143,407	74,798	260,277
Foreign exchange loss	(216)	110	8,241	2,858	13,975
Write-down of land deposits				3,210	11,610
Write down in website development costs					17,390
Write-off trademark cost					279
Write-off on discount of convertible notes	919		81,156		81,156
	118,132	88,428	462,381	261,857	2,192,204
OTHER ITEMS
Interest income	0		85		116
Debt forgiven					13,192
Gain on sale of assets			1,717,024		1,717,024
Others					(800)
	0		1,717,109		1,729,532
NET INCOME (LOSS) FOR THE PERIOD	(118,132)	(88,428)	1,254,728	(261,857)	(460,921)
Other comprehensive income (loss) for the period
Exchange difference on translation	101	(6,779)	(1,392)	7,544	(27,624)
COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD	$ (118,031)	$ (95,207)	$ 1,253,336	$ (254,313)	$ (488,545)
Profit (loss) per share - Basic (Note 6) (in Dollars per share)	$ (0.01)	$ 0.00	$ 0.06	$ (0.01)
Weighted average number of common shares outstanding - basic (in Shares)	17,219,486	27,091,836	22,103,914	27,033,715
Profit (loss) per share - Diluted (Note 6) (in Dollars per share)	$ (0.01)	$ 0.00	$ 0.05	$ (0.01)
Weighted average number of common shares outstanding - diluted (in Shares)	17,219,486	27,091,836	22,929,230	27,033,715

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Note 6 - Earnings (Loss) per Share

3 Months Ended

Dec. 31, 2012

Earnings Per Share [Text Block]

Note 6 – Earnings (Loss) per Share

The calculation of basic and diluted loss per share for the three months ended December 31, 2012 was based on the net loss attributable to common shareholders of $117,310, (2011: $88,428) and $117,310, (2011: $88,428) and a weighted average number of common shares outstanding of 17,219,486 (2011: 27,091,836) and 17,219,486 (2011: 27,091,836) respectively. 533,666 warrants and 740,000 options were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

The calculation of basic and diluted earnings per share for the nine months ended December 31, 2012 was based on the net income attributable to common shareholders of $1,255,550 and $1,255,550 and a weighted average number of common shares outstanding of 22,103,914 and 22,929,230, respectively.

The calculation of basic and diluted loss per share for the nine months ended December 31, 2011 was loss attributable to common shareholders of $261,857 and $261,857 and a weighted average number of common shares outstanding of 27,033,715 and 27,033,715 respectively. 533,666 warrants and 740,000 options were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

Weighted average number of common shares calculations for basic and diluted earnings (loss) per share for the three-month and nine-month periods ended December 31, 2012 are as summarized as follows:

	Three months ended				Nine months ended
	December 31,				December 31,
	2012		2011		2012			2011
Issued common share at beginning of period		17,219,486		27,079,086		27,096,086			26,729,086
Issued during the period		-		12,750		-			304,629
Cancelled during the period		-		-		(4,992,172	)		-
Weighted average number of common
shares at December 31 for basic loss
per share calculation		17,219,486		27,091,836		22,103,914			27,033,715
Effect of share options on issue		-		-		691,900			-
Effect of share warrants on issue		-		-		133,416			-
Diluted Weighted average number of
common shares at December 31 for
diluted earnings (loss) per share calculation		17,219,486		27,091,836		22,929,230			27,033,715

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options and warrants was based on quoted market prices for the period during which the options were outstanding.

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Note 5 - New Accounting Pronouncements

3 Months Ended

Dec. 31, 2012

New Accounting Pronouncements, Policy [Policy Text Block]

Note 5 – New Accounting Pronouncements

(i) Disclosures About Offsetting Assets and Liabilities

In December, 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities”, in an effort to improve comparability between US GAAP and IFRS financial statements with regard to the presentation of offsetting assets and liabilities on the statement of financial position arising from financial and derivative instruments, and repurchase agreements. The ASU establishes additional disclosures presenting the gross amounts of recognized assets and liabilities, offsetting amounts, and the net balance reflected in the statement of financial position. Descriptive information regarding the nature and rights of the offset must also be disclosed. This guidance is effective as of the beginning of a fiscal year that begins after January 1, 2013. The adoption of the new guidance is not expected to have an impact on the Company’s financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

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Note 17 - Contingent Liabilities

3 Months Ended

Dec. 31, 2012

Contingencies Disclosure [Text Block]

Note 17 - Contingent Liabilities

Management of the Company has opted for the Company to self-insure against business and liability risks rather than purchase third party insurance coverage. Consequently the Company is exposed to financial losses or failure as a result of these risks.

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Note 13 - Promissory Note

3 Months Ended

Dec. 31, 2012

Promissory Note

Note 13 – Promissory Note

On August 10, 2012, the Company issued a promissory note for CAD$40,000 (the “Note”). The Note bore an annual interest rate of 12%, and was due on demand. The Note had a first priority interest in all the assets of the Company. On September 10, 2012, the promissory note was repaid in full with the interest payment of CAD$408.

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Note 9 - Intangible Assets

3 Months Ended

Dec. 31, 2012

Intangible Assets Disclosure [Text Block]

Note 9 - Intangible Assets

The Business Plan was acquired through the acquisition of Coronus Energy Corp. on November 2, 2009. The capital cost was amortized over 3 years.

Intangible assets at December 31, 2012 and March 31, 2012 were summarized as follows:

				Accumulated				Net book
December 31, 2012		Cost		amortization		Write-off		value
Business plan	$	21,500	$	21,500	$	-	$	-

				Accumulated				Net book
March 31, 2012		Cost		amortization		Write-off		value
Business plan	$	$21,500	$	17,320	$	-	$	4,180

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Note 19 - Commitments (Detail)	1 Months Ended					3 Months Ended					6 Months Ended				9 Months Ended		12 Months Ended			21 Months Ended	121 Months Ended	133 Months Ended
	Jan. 31, 2013 USD ($)	Dec. 31, 2012 USD ($) acre	Nov. 30, 2012 USD ($)	Oct. 31, 2012 USD ($)	Sep. 30, 2012 USD ($) acre sqyd	Dec. 31, 2012 USD ($) acre sqyd	Sep. 30, 2012 CAD acre	Jun. 30, 2012 USD ($) acre	Dec. 31, 2011 USD ($)	Mar. 31, 2011 USD ($) acre	Dec. 31, 2012 USD ($) acre	Sep. 30, 2012 USD ($) acre sqyd	Sep. 30, 2012 CAD acre	Dec. 31, 2011 USD ($)	Dec. 31, 2012 USD ($) acre	Dec. 31, 2011 USD ($)	Mar. 31, 2012 USD ($) acre	Mar. 31, 2011 CAD	Mar. 31, 2010 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2012 USD ($) acre	Mar. 31, 2013 USD ($) acre	Feb. 28, 2013 USD ($)	Sep. 30, 2011 USD ($) acre	Jun. 30, 2011 USD ($) acre	Mar. 31, 2008 USD ($)	Mar. 31, 2007 USD ($)	Mar. 31, 2006 USD ($)	Mar. 31, 2004 USD ($)	Mar. 31, 2003 USD ($)
Contractual Obligation		$ 86,683				$ 86,683		$ 350,000		$ 76,818,000	$ 86,683				$ 86,683							$ 86,683			$ 80,000,000
Stock Issued During Period, Value, Acquisitions										11,522,700									21,638
Stock Issued During Period, Shares, Acquisitions (in Shares)										10,974,000		9,876,600	9,876,600						4,025,000
Sale of Stock, Price Per Share (in Dollars per share)							0.60			$ 1.05			0.60					0.402	$ 0.025								$ 0.0485	$ 0.044	$ 0.042	$ 0.0835	$ 0.0725
Fair Value per Share (in Dollars per share)										$ 0.60
Shareholders Equity and Construction in Progress										6,584,400
Adjustment to Original Payment Shares (in Shares)					1,097,400		1,097,400			1,097,400		1,097,400	1,097,400
Stock Cancelled During PeriodShares (in Shares)					9,876,600		9,876,600					9,876,600	9,876,600
Professional and Contract Services Expense						28,700	48,000				24,030			62,528	28,700		20,000					49,628
Phelan South Parcel of Land (in Acres)								40
		1,000				1,000		1,000			1,000				1,000							1,000	1,000
Property Plant and Equipment, Land Acquisition Addition, Payable		85,683				85,683		349,000			85,683				85,683							85,683	85,683
Property, Plant and Equipment, Additions								1													(1,871)
Professional Fees						14,161		5,000	13,898						63,629	54,763		6,807				413,028
Interest Paid	1,784	1,784	1,726	1,784	1,726										45,724					11,466	63,360
Interest Payable		17,991				17,991					17,991				17,991		(84,892)					17,991	863	1,611
29-Palms Morongo Parcel of Land (in Acres)		24.23				24.23					24.23				24.23							24.23	24.23
Apple Valley East Re-Site Parcel of Land (in Acres)		14.78				14.78					14.78				14.78							14.78	8.91
Debt Instrument, Face Amount		200,000			136,000	200,000	40,000	235,000		37,000	200,000	136,000	40,000		200,000		100,090					200,000				32,000
Joshua Tree East Parcel of Land (in Acres)		56.03				56.03		56.03			56.03				56.03		56.03					56.03	56.03			56.03
Joshua Tree East 1, 2 and 3 Feasibility Study Cost																	10,000
Total Payment of Joshua Tree East 1, 2 and 3 Feasibility Study																	30,000
Adelanto West Parcel of Land (in Acres)								40									40								40	40
Coronus Adelanto West 1 and 2 Feasibility Study Cost								10,000
Total Payment of Adelanto West 1 and 2 Feasibility Study								20,000
Coronus Apple Valley East 1 and 2 Feasibility Study Cost								10,000
Total Payment of Apple Valley East 1 and 2 Feasibility Study Cost								20,000
Joshua Tree East 4 and 5 Feasibility Study								10,000
Total Payment of Joshua Tree East 4 and 5 Feasibility Study								20,000
Yucca Valley East Parcel of Land (in Acres and Square yards)					34.07		34.07	34.07				34.07	34.07				34.07
Coronus Yucca Valley East 3 Feasibility Study								10,000
Coronus 29-Palms North 4 Feasibility Study Cost					10,000							10,000
Coronus Apple Valley East 1 and 2 Facilities Study Cost		15,000				15,000					15,000				15,000							15,000
Total Payment of Apple Valley East 1 and 2 Facilities Study Cost		30,000				30,000					30,000				30,000							30,000
Interconnection Financial Security Posting		29,500				29,500					29,500				29,500		41,200					29,500	14,750
Investments in Power and Distribution Projects					37,604							37,604
29-Palms North Parcel of Land (in Acres)					39.25		39.25			39.25		39.25	39.25													39.25
Contractual Obligation Payment During Period		40,000				40,000					40,000				40,000							40,000
Earnest Money Asset		$ 50,000				$ 50,000					$ 50,000				$ 50,000							$ 50,000

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Note 7 - Property, Plant and Equipment

3 Months Ended

Dec. 31, 2012

Property, Plant and Equipment Disclosure [Text Block]

Note 7 - Property, Plant and Equipment

Property, plant and equipment at December 31, 2012 and March 31, 2012 were summarized as follows:

				Accumulated		Net book
December 31, 2012		Cost		depreciation		value
Office equipment	$	1,379	$	1,248	$	131
Computer equipment		1,055		1,026		29
Land		1,348,649		-		1,348,649
	$	1,351,083	$	2,274	$	1,348,809

				Accumulated		Net book
March 31, 2012		Cost		depreciation		value
Office equipment	$	1,373	$	1,220	$	153
Computer equipment		1,051		1,014		37
Land		334,599		-	$	334,599
	$	337,023	$	2,234	$	334,789

Acquisition of Vacant Land

(i) 29-Palms East

On August 28, 2010, the Company’s wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a Vacant Land Purchase Agreement (“the “29-Palms East Agreement”) to acquire a 30 acre parcel of vacant land, situated east of 29-Palms, in the County of San Bernardino, California. The purchase price was $32,000. The transaction closed on January 24, 2011.

(ii) Newberry Springs

On January 24, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Newberry Springs Agreement”) to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California. The purchase price was $45,000. Coronus paid $8,000 and the vendor agreed to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on March 17, 2011.

(iii) 29-Palms North

On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms North Agreement”) to acquire a 39.25 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The purchase price was $40,000. Coronus paid $8,000 and the vendor agreed to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on May 16, 2011.

(iv) Joshua Tree East

On May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”) to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. The purchase price was $200,000. Coronus paid $30,000 and the vendor agreed to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on June 30, 2011.

(v) Adelanto West

On September 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Adelanto West Agreement”) to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. The purchase price was $400,000. Coronus paid $165,000 and the vendor agreed to carry back the balance amount of $235,000 for three years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on April 19, 2012.

(vi) Yucca Valley East

On October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California. The purchase price was $170,000. Coronus paid $34,000 and the vendor agreed to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on August 17, 2012.

(vii) 29-Palms North Re-Site

On December 6, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms North Re-Site Agreement”). Under the 29-Palms North Re-Site Agreement, Coronus agreed to acquire a 160 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The purchase price was $400,000. The transaction closed on December 28, 2012.

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Note 8 - Construction in Progress

3 Months Ended

Dec. 31, 2012

Constructionin Progress

Note 8 - Construction in Progress

On August 15, 2012, the Company amended the purchase agreement for utility-scale, ground-mount, solar photovoltaic (PV) power systems (the “Solar Power Systems Agreement”), the Company entered into with Coronus and Belectric Inc. (“Belectric”), on March 31, 2011. Under the amended agreement (the “Amended Solar Power Systems Agreement”), the parties agreed to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis. As additional purchase and sale consideration, Belectric kept 1,097,400 of the original payment shares. Accordingly, 9,876,600 of the original payment shares were cancelled, resulting to a reduction of construction in progress of $5,925,960 [see Note 19(a)].

As of December 31, 2012, the Company recorded Construction in Progress of $658,440.

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Note 10 - Sycamore Solar Photovoltaic Asset Sale Agreement

3 Months Ended

Dec. 31, 2012

Saleof Asset

Note 10 - Sycamore Solar Photovoltaic Asset Sale Agreement

On April 5, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Sycamore Solar PV Asset Sale Agreement”) with Sycamore Physicians Partners LLC (“Sycamore”). Under the Sycamore Solar PV Asset Sale Agreement, Coronus agreed to sell, assign and transfer to Sycamore, Coronus’ sole membership in Coronus Hesperia West 1 LLC. On March 19, 2012, Coronus Hesperia West 1 LLC entered into a Power Purchase Agreement (“PPA”) with Southern California Edison (“SCE”). The PPA relates to Coronus’ application for interconnection service and the CREST tariff for a 1.2 MW solar PV power system (the “Coronus Hesperia West 1 Project”) on the 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, Coronus agreed to acquire pursuant to the Hesperia West Agreement [see Note 19(c)(i)]. Additionally, under the Sycamore Solar PV Asset Sale Agreement, Coronus agreed to assign to Sycamore, the Hesperia West Agreement. Further, under the Sycamore Solar PV Asset Sale Agreement, Coronus agreed to use its best efforts to obtain a second PPA from SCE in relation to the Hesperia West 20 acre parcel, and to sell this PPA (relating to a 1.5 MW solar PV system) to Sycamore if obtained.

Under the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay $1,726,219 (the “Basic Price”) to Coronus for the sole ownership in Coronus Hesperia West 1 LLC, the assignment of the Hesperia West Agreement, and the second PPA. On executing the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay $817,200 to Coronus, and Coronus agreed to transfer the sole membership in Coronus Hesperia West 1 LLC to Sycamore and to assign the Hesperia West Agreement to Sycamore. Under the Sycamore Solar PV Asset Sale Agreement, Sycamore agreed to pay the balance of the Basic Price, or $909,019, to Coronus on delivery of the second PPA. On April 11, 2012, Sycamore paid the $817,200 to Coronus, and on April 12, 2012, Coronus transferred the sole ownership in Coronus Hesperia West 1 LLC to Sycamore and assigned the Hesperia West Agreement to Sycamore.

On August 30, 2012, Coronus’ wholly-owned subsidiary, Coronus Hesperia West 2 LLC, entered into a PPA with SCE. Having obtained the second PPA on the Hesperia West land parcel, on September 6, 2012, Sycamore paid the balance of the Basic Price, of $909,019 to Coronus, and Coronus transferred the sole membership in Coronus West 2 LLC to Sycamore, thus concluding the Sycamore Solar PV Asset Sale Agreement.

The Company recorded a gain on the sale of the Coronus Hesperia West 1 and 2 Projects of $1,717,024 as of December 31, 2012.

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Note 1 - Nature of Operations (Detail)	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2011 USD ($)	Mar. 31, 2011 CAD	Sep. 30, 2012	Sep. 30, 2012 CAD	Mar. 31, 2010 USD ($)	Dec. 31, 2012 USD ($)	Mar. 31, 2012 USD ($)	Mar. 31, 2008 USD ($)	Mar. 31, 2007 USD ($)	Mar. 31, 2006 USD ($)	Mar. 31, 2004 USD ($)	Mar. 31, 2003 USD ($)
Business Acquisition, Cost of Acquired Entity, Purchase Price (in Dollars)					$ 2,000,000
Sale of Stock, Price Per Share (in Dollars per share)	$ 1.05	0.402		0.60	$ 0.025			$ 0.0485	$ 0.044	$ 0.042	$ 0.0835	$ 0.0725
Number of Shares Transferred Under Share Purchase Agreement					2,025,000
Number of Shares, Price Paid, Transferred Under Share Purchase Agreement (in Dollars)					1
Number of Stock Options Cancelled (in Dollars)					$ 905,000
Stock Issued During Period, Shares, Acquisitions (in Shares)	10,974,000	10,974,000	9,876,600	9,876,600	4,025,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures					350,000
Fair Value Assumptions, Exercise Price (in Dollars per share)					$ 0.065	$ 0.065	$ 0.065
Shares Held in Escrow					9,050,000

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Note 15 - Senior Secured Promissory Note (Detail)	1 Months Ended	2 Months Ended	3 Months Ended						10 Months Ended	21 Months Ended	121 Months Ended
	Jul. 31, 2013	Mar. 31, 2012 CAD	Mar. 31, 2013 USD ($)	Dec. 31, 2012 USD ($)	Sep. 30, 2012 CAD	Jun. 30, 2012 USD ($)	Jun. 30, 2012 CAD	Mar. 31, 2012 USD ($)	Jul. 31, 2013 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2011 USD ($)
Senior Notes, Current				$ 4,000,000
First Scheduled Draw Amount			1,500,000	1,500,000
Second Scheduled Draw Amount			500,000
Third Scheduled Draw Amount			1,000,000
Fourth Scheduled Draw Amount			1,000,000
Increase (Decrease) in Notes Payable, Current				1,500,000							37,100
Debt Instrument, Maturity Date	Dec. 31, 2008
Debt Instrument, Convertible, Effective Interest Rate									6.00%
Equity Method Investment, Ownership Percentage	100.00%								100.00%
Payments of Financing Costs			30,000	45,000					20,000	10,269
Debt Instrument, Periodic Payment, Interest			500,000	100	408			100
Amortization of Debt Discount (Premium)		15,184		$ 2,406		$ 5,302	5,356	$ 15,198

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Note 15 - Senior Secured Promissory Note

3 Months Ended

Dec. 31, 2012

Senior Secured Promissory Note

Note 15 - Senior Secured Promissory Note

On December 20, 2012, Coronus and Coronus’ wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, Coronus 29-Palms North 3 LLC, Coronus Yucca Valley East 1 LLC, Coronus Yucca Valley East 2 LLC, Coronus Yucca Valley East 3 LLC, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, Coronus Joshua Tree East 5 LLC, Coronus Apple Valley East 1 LLC, Coronus Apple Valley East 2 LLC, Coronus Adelanto West 1 LLC, and Coronus Adelanto West 2 LLC (collectively the “Project Companies”), conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Note”) to one investor, Clean Focus Financing Company, LP (“Clean Focus”), for proceeds of up to $4,000,000 (the “Loan”). Pursuant to collateral assignment and pledge agreements, and a security agreement, the Note is secured by a first and superior security interest in Coronus’ assets, inclusive of all of Coronus’ right, title and interest in, to and under the sole member of the Project Companies, and all of Coronus’ right, title and interest in, to, and under, if any, any contracts, permits, applications or other documents or agreements entered into or submitted by the Project Companies.

Pursuant to a schedule of draw dates and amounts, Coronus was to request advances, in whole or in part, of up to the maximum amount of the Loan (each an “Advance”). The schedule of draw dates and amounts was as follows: $1,500,000 within two business days of signing of the Note and related loan documents; $500,000 on January 6, 2013; $1,000,000 on January 31, 2013; and $1,000,000 on February 28, 2013. On December 26, 2012, Coronus received the first Advance of $1,500,000, and on January 4, 2013, Coronus received the second Advance of $500,000. Pursuant to a guaranty of payment and completion (the “Guaranty”), the Company guarantees the punctual payment and performance when due, whether at stated maturity or by acceleration or otherwise, of the indebtedness and other obligations of Coronus and the Project Companies. Additionally, pursuant to the Guaranty, the Company guarantees that all obligations of Coronus and the Project Companies to continue development of the Project Companies’ projects shall be completed promptly when required, and that the proceeds of each Advance shall be used to pay certain obligations in furtherance of the Project Companies’ projects.

The Note is due on the earlier of i) 31 days after the total Advances equal $4,000,000.00 or ii) July 1, 2013 (the “Maturity Date”). The Note bears interest at an annual rate of 6%, and such interest shall accrue until the Maturity Date. On or before the Maturity Date, pursuant to the terms of a stock purchase agreement, yet to be drafted, the Company will transfer 100% ownership of Coronus and the Project Companies to Clean Focus or designee. Upon the transfer, all then outstanding Advances under the Loan, together with all accrued but unpaid interest, shall either be converted into capital contributions by Clean Focus or assumed as part of the stock purchase price. If the stock purchase does not occur on or before the Maturity Date, then the unpaid principal balance of the Note outstanding on the Maturity Date, together with all accrued and unpaid interest on the principal balance shall be due and payable on the Maturity Date.

In connection with the Loan, Coronus and the Project Companies shall pay up to $20,000 in costs and expenses incurred by Clean Focus in the preparation of the Note and the related loan documents. Additionally, with each Advance, and from the proceeds of each Advance, Coronus was to pay Clean Focus a fee equal to 2% of the principal amount of the Advance. In connection with the first Advance of $1,500,000 on December 26, 2012, Coronus paid Clean Focus the 2% fee, or $30,000, and in connection with the second Advance of $500,000 on January 4, 2013, Coronus paid Clean Focus the 2% fee, or $10,000. Further, in connection with the Loan, with each Advance, but not from the proceeds of each Advance, but from Coronus’ unallocated working capital, Coronus shall pay Earthlight Solar Inc. (“Earthlight”) a fee equal to 3% of the principal amount of the Advance. Mark Burgert, a control person of the Company, is the president and a control person of Earthlight. In connection with the Loan, on behalf of Coronus, Earthlight acted as agent. In connection with the first Advance of $1,500,000 on December 26, 2012, Coronus paid Earthlight the 3% fee, or $45,000, and in connection with the second Advance of $500,000 on January 4, 2013, Coronus paid Earthlight the 3% fee, or $15,000.

On January 31, 2013, the parties amended the mechanics of the draw dates and amounts under the Loan. Under the amended mechanics, Coronus is to provide Clean Focus with invoices, supportive of the schedule, and Clean Focus is to make the required payments direct to the payee, when due. The parties amended the mechanics of the draw dates and amounts to facilitate Clean Focus’ reporting with the U.S. Citizenship and Immigration Services, as the source of the Loan is EB-5 immigrant investor funds. All other aspects of the Loan mechanics remain unchanged. Accordingly, consistent with the original agreement with Earthlight, Coronus paid Earthlight its fee equal to 3%, or $30,000, of the originally scheduled principal amount of the third Advance.

The financing cost on the issuance of the senior secured promissory note, $75,000 ($45,000 paid to Earthlight and $30,000 paid to Clean Focus), was capitalized and amortized over the life of the senior secured promissory note. During the period ended December 31, 2012, $2,406 was amortized to the statement of income and at December 31, 2012, an accumulated amount of $2,406 was amortized.

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Note 20 - Subsequent Events

3 Months Ended

Dec. 31, 2012

Subsequent Events [Text Block]

Note 20 - Subsequent Events

See Note 15, Note 19(c)(i), Note 19(c)(ii), Note 19(c)(iii), Note 19(f)(iii), Note 19(f)(iv), Note 19(g), and Note 19(i).

(a) Power Purchase Agreements

(i) Power Purchase Agreements for Projects Coronus Adelanto West 1 and 2

On January 15, 2013 (the “Adelanto West PPAs Effective Date”), Coronus’ wholly-owned subsidiaries, Coronus Adelanto West 1 LLC and Coronus Adelanto West 2 LLC, entered into two identical Power Purchase Agreements (the “Adelanto West PPAs”) with SCE. The Adelanto West PPAs relate to Coronus’ applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Adelanto West 1 and Adelanto West 2 Projects”) on the 40 acre parcel of vacant land, situated in the City of Adelanto, California, Coronus acquired on April 19, 2012 (see Note 7).

The Adelanto West PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Adelanto West 1 and Adelanto West 2 Projects’ generation, net of station use. The term of the Adelanto West PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Adelanto West PPAs. Initial operation of the Adelanto West 1 and Adelanto West 2 Projects must be no later than eighteen months from the Adelanto West PPAs Effective Date. The Adelanto West PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Adelanto West PPAs Effective Date, Coronus is required to post and maintain development fees (the “Adelanto West PPAs Development Securities”) equal to $37,604 per Adelanto West PPA. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facilities, SCE shall return the Adelanto West PPAs Development Securities to Coronus within thirty days of each facility’s initial operation.

(i) Power Purchase Agreement for Project Coronus Yucca Valley East 3

On January 15, 2013 (the “Yucca Valley East 3 PPA Effective Date”), Coronus’ wholly-owned subsidiary, Coronus Yucca Valley East 3 LLC entered into a Power Purchase Agreement (the “Yucca Valley East 3 PPA”) with SCE. The Yucca Valley East 3 PPA relates to Coronus’ application for interconnection service and the CREST tariff for a third 1.5 MW solar PV power system (the “Yucca Valley East 3 Project”) on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, Coronus acquired on August 17, 2012 (see Note 7).

The Yucca Valley East 3 PPA is a standardized, must-take, full buy/ sell, power purchase agreement, where SCE purchases all of the Yucca Valley East 3 Project’s generation, net of station use. The term of the Yucca Valley East 3 PPA is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Yucca Valley East 3 PPA. Initial operation of the Yucca Valley East 3 Project must be no later than eighteen months from the Yucca Valley East 3 PPA Effective Date. The Yucca Valley East 3 PPA includes, but is not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Yucca Valley East 3 PPA Effective Date, Coronus is required to post and maintain a development fee (the “Yucca Valley East 3 PPA Development Security”) equal to $37,604. If, on or before initial operation, Coronus demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for Coronus to satisfy the gross power rating of the generating facility, SCE shall return the Yucca Valley East 3 PPA Development Security to Coronus within thirty days of the facility’s initial operation.

(b) Interconnection Financial Security Postings

(i) Initial Posting of Interconnection Financial Security for Projects Coronus Joshua Tree East 1, 2, 3, 4 and 5

On January 9, 2013, pursuant to the SCE interconnection requests for solar PV projects Coronus Joshua Tree East 1, 2, 3, 4 and 5, Coronus posted with SCE the initial interconnection financial securities, in the amounts of $41,200, $82,400, $41,200, $58,800 and $141,200, respectively. The posting amounts for the Joshua Tree East 1, 2 and 3 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on February 23, 2012. The posting amounts for the Joshua Tree East 4 and 5 projects were determined by the results of the System Impact Studies Coronus entered into with SCE on June 25, 2012.

(ii) Second Posting of Interconnection Financial Security for Project Coronus 29-Palms North 1

On February 1, 2013, pursuant to the SCE interconnection request for solar PV project Coronus 29-Palms North 1, Coronus posted with SCE the second interconnection financial security, in the amount of $14,750. This amount was determined by the results of the Combined System Impact and Facility Study Agreement Coronus entered into with SCE on June 16, 2011.

(c) Utility Interconnection Studies

(i) FAS Study Agreement for Project Coronus Joshua Tree East 1

On January 25, 2013, Coronus entered into a Facilities Study Agreement (the “FAS Agreement for Joshua Tree East 1”) with SCE. The FAS Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV system on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, Coronus acquired on June 30, 2011 (see Note 7).

The FAS Agreement sets forth the terms and conditions for SCE to perform a facilities study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a refined determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed, to accommodate the PV system. The estimated cost of the study is $15,000. On entering into the FAS Agreement, Coronus paid SCE the $15,000 deposit.

(d) Acquisition of Vacant Land

(i) 29-Palms Morongo Agreement

On October 24, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “29-Palms Morongo Agreement”). Under the 29-Palms Morongo Agreement, Coronus agrees to acquire a 24.23 acre parcel of vacant land, situated north of 29-Palms, in the County of San Bernardino, California. The purchase price is $86,683, all cash. Close of escrow was January 31, 2013. Coronus deposited $1,000 into escrow and agrees to deposit an additional $85,683 within sufficient time to close escrow. Effective January 31, 2013, under the 29-Palms Morongo Agreement, Coronus has been replaced as Purchaser with the Company’s wholly-owned subsidiary Coronus 29-Palms Morongo LLC. Additionally, the close of escrow has been extended to March 31, 2013, and the 29-Palms Morongo Agreement is now subject to Coronus 29-Palms Morongo LLC’s board of director approval on or before March 24, 2013.

(ii) Apple Valley East Re-Site Agreement (McGee)

On February 8, 2013, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Re-Site Agreement (McGee)”). Under the Apple Valley East Re-Site Agreement (McGee), Coronus agrees to acquire a 8.91 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California, from the McGee Living Trust. The purchase price is $100,000. Close of escrow is February 28, 2013. Coronus deposited $10,000 into escrow and agrees to deposit an additional $90,000 within sufficient time to close escrow. The Apple Valley East Re-Site Agreement (McGee) is contingent on the clear transfer of title.

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Note 14 - Convertible Promissory Notes (Detail)	2 Months Ended	3 Months Ended							9 Months Ended		12 Months Ended		15 Months Ended	133 Months Ended
	Mar. 31, 2012 CAD	Dec. 31, 2012 USD ($)	Sep. 30, 2012	Jun. 30, 2012 USD ($)	Jun. 30, 2012 CAD	Mar. 31, 2012 USD ($)	Mar. 31, 2012 CAD	Dec. 31, 2011 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Mar. 31, 2012	Mar. 31, 2012 CAD	Mar. 31, 2013	Dec. 31, 2012 USD ($)	Mar. 31, 2011 USD ($)
Convertible Notes Payable, Current	50,000			$ 50,000			50,000					50,000			$ 15,198
Warrants Issued During Period, Warrants (in Shares)	83,333			83,333	83,333	83,333	83,333				83,333	83,333
Total Convertible Notes Payable February 2012	100,000						100,000					100,000
Debt Instrument, Interest Rate During Period			12.00%								4.00%	4.00%	12.00%
Debt Instrument, Convertible, Conversion Price (in Dollars per share)					0.60
Investment Warrants, Exercise Price (in Dollars per share)							0.75
Allocated Amount for the Value of the Embedded Convertible Beneficial Conversion Feature							43,429
Allocated Amount for the Value of the Warrants							56,571
Amortization of Debt Discount (Premium)	15,184	2,406		5,302	5,356	15,198
Repayments of Notes Payable					50,000
Debt Instrument, Convertible, Interest Expense					1,282
Repayments of Convertible Debt					50,000
Financing Interest Expense		$ 5			80,237			$ 2,227	$ 435	$ 6,778				$ 28,308

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Note 8 - Construction in Progress (Detail) (USD $)	Dec. 31, 2012	Sep. 30, 2012	Mar. 31, 2011
Adjustment to Original Payment Shares (in Shares)		1,097,400	1,097,400
Stock Cancelled During PeriodShares (in Shares)		9,876,600
Construction in Progress, Gross (in Dollars)	$ 658,440	$ 5,925,960	$ 6,584,400

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Consolidated Statements of Stockholders' Equity (USD $)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit during Development Stage [Member]	Total
at Dec. 04, 2001				$ (376,277)	$ (376,277)
	3,931				3,931
(in Shares)	75,000
	353,767				353,767
(in Shares)	6,750,000
		6,026			6,026
Comprehensive income (loss):
Currency translation adjustment			(9)		(9)
at Mar. 31, 2002	373,420	6,026	(9)	(376,277)	3,160
at Mar. 31, 2002				(376,277)	(376,277)
(in Shares) at Mar. 31, 2002	7,125,000
	2,008				2,008
(in Shares)	27,644
at Mar. 13, 2003
at Mar. 31, 2002	373,420	6,026	(9)	(376,277)	3,160
at Mar. 31, 2002				(67,360)	(67,360)
(in Shares) at Mar. 31, 2002	7,125,000
	1,615				1,615
(in Shares)	22,222
Imputed interest from shareholder loan		340			340
	12,916				12,916
(in Shares)	235,294				500,004
	12,916				12,916
(in Shares)	235,294
		1,957			1,957
Comprehensive income (loss):
Currency translation adjustment			197		197
at Mar. 31, 2003	437,194	8,323	188	(443,637)	2,068
at Mar. 31, 2003				(67,360)	(67,360)
(in Shares) at Mar. 31, 2003	8,117,814
	1,851				1,851
(in Shares)	22,222
	7,403				7,403
(in Shares)	88,890				500,006
Comprehensive income (loss):
Currency translation adjustment			(265)		(265)
at Mar. 31, 2004	484,390	8,323	(77)	(506,693)	(14,057)
at Mar. 31, 2004				(63,056)	(63,056)
(in Shares) at Mar. 31, 2004	8,684,486
	47,054				47,054
(in Shares)	1,200,000				1,910,000
Comprehensive income (loss):
Currency translation adjustment			(12,847)		(12,847)
Forgiveness of debt by a director and shareholder		3,921			3,921
at Mar. 31, 2005	606,339	12,244	(12,924)	(572,145)	33,514
at Mar. 31, 2005				(65,452)	(65,452)
(in Shares) at Mar. 31, 2005	11,794,486
	16,586				16,586
(in Shares)	395,600
Imputed interest from shareholder loan		350			350
	8,385				8,385
(in Shares)	200,000
		31,972			31,972
Comprehensive income (loss):
Currency translation adjustment			1,059		1,059
Forgiveness of debt by a director and shareholder		34,798			34,798
at Mar. 31, 2006	635,502	79,364	(11,865)	(684,918)	18,083
at Mar. 31, 2006				(112,773)	(112,773)
(in Shares) at Mar. 31, 2006	12,490,086
Imputed interest from shareholder loan		939			939
	26,369				26,369
(in Shares)	600,000				1,000,000
		7,932			7,932
Comprehensive income (loss):
Currency translation adjustment			(108)		(108)
Forgiveness of debt by a director and shareholder		31,643			31,643
at Mar. 31, 2007	679,450	119,877	(11,973)	(750,348)	37,006
at Mar. 31, 2007				(65,430)	(65,430)
(in Shares) at Mar. 31, 2007	13,490,086
	2,548				2,548
(in Shares)	52,500
Imputed interest from shareholder loan		1,126			1,126
		8,787			8,787
Comprehensive income (loss):
Currency translation adjustment			4,447		4,447
Forgiveness of debt by a director and shareholder		34,950			34,950
at Mar. 31, 2008	681,999	164,740	(7,526)	(846,780)	(7,567)
at Mar. 31, 2008				(96,432)	(96,432)
(in Shares) at Mar. 31, 2008	13,542,586
Imputed interest from shareholder loan		2,228			2,228
		55,180			55,180
Comprehensive income (loss):
Currency translation adjustment			10,232		10,232
Forgiveness of debt by a director and shareholder		31,932			31,932
at Mar. 31, 2009	681,999	254,080	2,706	(1,019,643)	(80,858)
at Mar. 31, 2009				(172,863)	(172,863)
(in Shares) at Mar. 31, 2009	13,542,586
Imputed interest from shareholder loan		4,997			4,997
		26,144			26,144
Comprehensive income (loss):
Currency translation adjustment			(25,943)		(25,943)
Stock issued for acquisition of Coronus Energy Corp. on November 2, 2009	10,752	10,886			21,638
Stock issued for acquisition of Coronus Energy Corp. on November 2, 2009 (in Shares)	2,000,000				4,025,000
Forgiveness of debt by a director and shareholder		33,015			33,015
at Mar. 31, 2010	692,751	329,122	(23,237)	(1,174,823)	(176,187)
at Mar. 31, 2010				(155,180)	(155,180)
(in Shares) at Mar. 31, 2010	15,542,586
	70,693				70,693
(in Shares)	212,500				212,500
Stock issued for construction of solar power plants on March 31, 2011	6,584,400				6,584,400
Stock issued for construction of solar power plants on March 31, 2011	10,974,000
Comprehensive income (loss):
Currency translation adjustment			(11,701)		(11,701)
Forgiveness of debt by a director and shareholder		35,420			35,420
at Mar. 31, 2011	7,347,844	364,542	(34,938)	(1,344,851)	6,331,105
at Mar. 31, 2011				(170,028)	(170,028)
(in Shares) at Mar. 31, 2011	26,729,086				27,096,086
	120,838	90,628			211,466
(in Shares)	350,000
Comprehensive income (loss):
Currency translation adjustment			8,706		8,706
Forgiveness of debt by a director and shareholder		38,165			38,165
Warrants and conversion beneficiary features		100,698			100,698
at Mar. 31, 2012	7,474,452	598,534	(26,232)	(1,715,649)	6,331,105
at Mar. 31, 2012				(370,798)	(370,798)
(in Shares) at Mar. 31, 2012	27,096,086
Comprehensive income (loss):
Currency translation adjustment			(1,392)		(1,392)
Stock cancelled for amendment of agreement on August 15, 2012	(5,925,960)				(5,925,960)
Stock cancelled for amendment of agreement on August 15, 2012 (in Shares)	(9,876,600)
at Dec. 31, 2012	1,548,492	598,534	(27,624)	(460,921)	1,658,481
at Dec. 31, 2012				$ 1,254,728	$ 1,253,336
(in Shares) at Dec. 31, 2012	17,219,486				17,219,486

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Note 4 - Accounting Pronouncements Adopted During the Period

3 Months Ended

Dec. 31, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

Note 4 – Accounting Pronouncements Adopted During the Period

(i) Presentation of Comprehensive Income

On April 1, 2012, the Company adopted the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. ASU 2011-05 provides guidance on the presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives: (1) present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income; or (2) in two separate, but consecutive, statements of net income and other comprehensive income. The Company has chosen alternative 1 for the presentation of comprehensive income.

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Note 16 - Stockholders' Equity (Detail) - Warrants Outstanding (USD $)	42 Months Ended	51 Months Ended
	Jun. 30, 2016	Apr. 04, 2017	Dec. 31, 2012	Mar. 31, 2012
			350,000	350,000
(in Dollars)			$ 0.75
(in Dollars per Item)			0.75
	Dec. 31, 2008	Dec. 31, 2008

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Note 2 - Basis of Presentation - Going Concern Uncertainties (Tables)

3 Months Ended

Dec. 31, 2012

Schedule of Other Assets and Other Liabilities [Table Text Block]

	December 31,		March 31,
	2012		2012
Working capital (deficiency)	$	193,966	$	(390,180	)
Deficit	$	460,099	$	1,715,649

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Note 7 - Property, Plant and Equipment (Detail)	3 Months Ended				6 Months Ended	9 Months Ended		12 Months Ended	15 Months Ended	21 Months Ended	121 Months Ended
	Mar. 31, 2013 USD ($) acre	Dec. 31, 2012 USD ($) acre sqyd	Jun. 30, 2011 USD ($) acre	Mar. 31, 2011 USD ($) acre	Mar. 31, 2011 USD ($) acre	Dec. 31, 2012 USD ($) acre	Jun. 30, 2012 USD ($) acre	Sep. 30, 2012 USD ($) acre sqyd	Jun. 30, 2011 USD ($) acre	Dec. 31, 2011 USD ($)	Dec. 31, 2011 USD ($)	Sep. 30, 2012 CAD	Mar. 31, 2012 USD ($) acre	Sep. 30, 2011 acre	Sep. 30, 2010 acre
29-Palms East Parcel of Land (in Acres)															30
	$ 86,683	$ 400,000	$ 40,000	$ 45,000	$ 32,000	$ 643,259	$ 400,000	$ 170,000		$ 38,301	$ 775,849
Newberry Springs Parcel of Land (in Acres)				20	20
Payments to Acquire Land Held-for-use			8,000	8,000			165,000		30,000
Debt Instrument, Face Amount		200,000	32,000	37,000	37,000	200,000	235,000	136,000	32,000			40,000	100,090
Debt Instrument, Interest Rate, Effective Percentage			6.50%	6.50%	6.50%		6.50%	6.50%	6.50%
29-Palms North Parcel of Land (in Acres)			39.25	39.25	39.25			39.25	39.25
Joshua Tree East Parcel of Land (in Acres)	56.03	56.03	56.03			56.03	56.03		56.03				56.03
Adelanto West Parcel of Land (in Acres)			40				40		40				40	40
Yucca Valley East Parcel of Land (in Acres)							34.07	34.07					34.07
Payments to Acquire Land								$ 34,000
29-Palms North Re-Site Parcel of Land (in Acres)		160				160

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Note 14 - Convertible Promissory Notes

3 Months Ended

Dec. 31, 2012

Convertible Promssory Notes

Note 14 – Convertible Promissory Notes

On February 2, 2012, the Company issued a convertible promissory note for CAD$50,000 and 83,333 transferrable warrants for gross proceeds of CAD$50,000. On February 23, 2012, the Company issued a second convertible promissory note for CAD$50,000 and a further 83,333 transferrable warrants for gross proceeds of CAD$50,000. These convertible promissory notes, totalling CAD$100,000, matured on February 2, 2013, and bore an annual interest rate of 12%. The notes had a first priority interest in all the assets of the Company. The holders of the notes could convert the note and accrued interest, at or before the maturity date, into common shares of the Company at CAD$0.60 each. Each warrant entitles the holder thereof to purchase a further common share of the Company at an exercise price of CAD$0.75 for a period of five years.

According to ASC 470, the proceeds received in a financing transaction should first be allocated to the convertible promissory notes and the detached warrants on a relative fair value basis. The allocated value of the detached warrants is recorded in paid-in-capital. ASC 470 should then be applied to the amount allocated to the convertible promissory note, and an effective conversion price should be calculated and used to measure the intrinsic value, if any, of the embedded conversion option. The intrinsic value of the conversion option is recognized as a reduction to the carrying amount of the convertible debt and an addition to the paid-in-capital.

The Company determined that the amounts allocated to the convertible promissory notes, the embedded conversion beneficiary features option, and warrants are CAD$nil, CAD$43,429, and CAD$56,571, respectively.

The discount on issuance of the convertible promissory notes, CAD$100,000, is being amortized over the life of the notes. During the year ended March 31, 2012, an amount of CAD$15,184 (USD$15,198) was amortized.

	US$	CAD$
Face value	100,090	100,000
Effective interest (137%)	(84,892)	(84,816)
	15,198	15,184

On April 20, 2012, the Company repaid, in full, the CAD$50,000 in principal and CAD$1,282 in interest owing against the first note, and the CAD$50,000 in principal and CAD$937 in interest owing against the second note. An amount of CAD$5,356 (USD$5,302) was amortized for the period from April 1 to April 19, 2012. The balance of the discount on issuance of the convertible promissory notes, $80,237, was written off as expenses.