ENERGY AUDIT SUBSCRIPTION AGREEMENT

This “Agreement” is between you (“client”, “you” or “your”) and Vert Energy Group, Inc. DBA VertPro (“Vert”, “we” “us” or “our”). It consists of (1) the below Price Sheet and (2) the attached terms & conditions, and is effective on the date you agree to this Agreement (by electronic acceptance) and shall supersede all prior existing agreements between you and Vert.

Price Sheet

TERMS & CONDITIONS

• Introduction. This Subscription and Energy Audit Agreement is the agreement between you and Vert for the subscription of an Energy Audit, Water Audit, and/or Retro-Commissioning (“Audit”) as required by applicable local laws or by request. A list of services included in this agreement can be found in the above Price Sheet. You agree to the recurring “Monthly Subscription Payment” detailed in the Price Sheet and may cancel this subscription at any time, subject to the terms of Vert’s Cancellation Policy. This is a legally binding agreement, so please read everything carefully including all of the exhibits.
• Eligibility. You agree to the following:
  • You have the full power and authority to sign this Agreement on behalf of all title holders to this property;
  • You are responsible for any conditions that prevent completion of the Audit (e.g. access to building systems, documentation, utility data (energy and water), or anynecessary repairs as required to comply with related local laws).
• Changes to Subscription Price. Your Monthly Subscription Payment is subject to change. If your Monthly Subscription Payment is changed, Vert will provide you with an updated Price Sheet electronically and/or through your Vert portal. If you do not reject the updated Price Sheet within thirty (30) days and cancel your subscription, your next invoice will reflect the updated pricing.
• Automatic Monthly Payments. By entering into this Agreement, you agree to pay the Monthly Subscription Payment by allowing Vert to automatically debit your bank account or credit card each month until you cancel your subscription. You agree to pay at the beginning of each billing cycle. If this falls on a weekend or holiday, your Monthly Subscription Payment may be debited the following business day.
  • If your payment is unsuccessful for any reason, you agree that Vert may attempt the debit three (3) more times following the first attempt. If the debit remains unsuccessful after the third attempt, Vert will consider this your request to cancel your subscription and cease all work in progress. Reimbursement fees may apply per the terms outlined in the Notice of Cancellation form.
• Automatic Renewal; Cancellation; Term. This 60-month subscription guarantees compliance with all applicable laws related to the services provided in this Agreement while the subscription is active. You may cancel this subscription at any time by emailing the notice of cancellation form to Audits@VertPro.com. Cancellation fees may apply if your Energy Audit has been initiated. See the attached notice of cancellation form for details.
• Penalty Protection Guarantee: We guarantee that all service performed by Vert will be accepted by the authority having jurisdiction (“AHJ”). If any violations result from negligence, or failure to complete the agreed upon scope of work on-time, Vert will pay any resulting fines (up to a $5,000) on your behalf. However, Vert is not responsible for any violations or fines received that result from any conditions that prevent completion of the Audit (e.g. access to building systems, documentation, utility data (energy and water), or any necessary repairs as required to comply with related local laws).

Exhibit 1

Cancellation Rights

NOTICE OF CANCELLATION

STATUTORILY-REQUIRED LANGUAGE

Notice of Cancellation

Date of Transaction: xx/xx/xxxx

You may cancel this transaction, without any penalty or obligation, within 10 days from the above date. If you cancel, any payments made by you under the Agreement will be returned within 10 days following receipt by the seller (Vert Energy Group, Inc.) of your cancellation notice. You must email this notice of cancellation to Audits@VertPro.com.

If you cancel after 10 business days, reimbursement fees may apply if your Energy Audit (“project”) has been initiated. Reimbursement fees are only due if your project has reached 20% completion and are calculated as follows, whichever is less:

$0.17 per sq.ft. of the property gross floor area times (X)the % of project completion; or The gross 60-month contract amount, less payments already received by Vert.

No reimbursement fees are due if your subscription is cancelled before 20% project completion is met. Progress completion rates are available in your VertPro dashboard. Any reimbursement fees owed must be paid in full within 5 days of receipt of this cancellation notice.

To cancel this transaction, email a signed and dated copy of this cancellation notice Audits@VertPro.com.

I, XXXX , hereby cancel this transaction on MM/DD/YYYY [Date].

Customer’s Signature:

YYYY