LETTER OF INTENT

June 26, 2014

Michael Bishop
PO Box 10841
Oakland, CA 94610
Dear Mr. Black,
This letter confirms your and our mutual intentions with respect to the potential
transaction described herein between Michael Bishop (Buyer) and Andrew Black
(Seller). All assets included in this transaction are collectively referred to as OnGrid,
as is the business itself.
1. Terms. The principal terms of the proposed transaction would be
substantially as follows:
(a) Real and Effective Acquisition. Buyer would acquire: (i) the OnGrid Tool
software, the OnGrid Sky software, and the ongrid.net website; (ii) specific
tangible and intangible assets of Seller listed below; (iii) any and all customer
lists; and (iv) the goodwill associated therewith, all free and clear of any
encumbrances.
Other assets included in this sale:
- The OnGrid trade name, and all other OnGrid-related trademarks
- The following domain names: ongrid.net, ongridsolar.net, ongridsolar.com
- User accounts at all third-party services set up on OnGrids behalf
- Two HP computers
- Tradeshow display equipment, banners, and tablecloths
Assets NOT in this sale include but are not limited to:
- Any OnGrid revenue received before transaction date
- Sellers personal property (including Mac laptop)
- Real estate
- Seller publications (although Seller may grant Buyer permission to use)
- Classes created by Seller, including class materials and revenue
- Assets specific to solar brokering service
Buyer agrees to forward any and all emails sent to andy@ongrid.net and
andyblack@ongrid.net to the email address of Sellers choosing, for a period
of 3 years from acquisition date. Buyer agrees to give Seller a list of all
OnGrid Tool users with their contact information. This OnGrid Tool user list
may not be shared with any third party under any circumstances, with the

Black Bishop Letter of Intent 6/26/14 - Page 1 of 3

exception of supporting marketing services. Buyer agrees to give Seller a list

of all contact names and email addresses in OnGrids ConstantContact
account (with the ability to identify the contacts that have opted out). This
marketing contact list may not be shared with any third party other than
supporting marketing services, with the following exception: If Seller merges
or sells his solar-related services in their entirety into/to a third party, Seller
may transfer the marketing contact list to that third party under a written
agreement requiring that the third party not share the list with any other party
(with the exception of supporting marketing services, or a party they in turn
merge with or are acquired by, and so on).
(b) Consideration. The proposed transaction requires that the working capital
(current assets less current liabilities) of the business to be purchased equals or
exceeds $0. The aggregate consideration for the assets and business to be
purchased is $500,000, provided that $500,000 is paid at the time of the
executed transaction. If Buyer has placed at least $100,000 in a mutuallyagreeable escrow account, Buyer will qualify for the applicable sellerfinancing option indicated in Appendix C (attached to this letter). Buyer may
move from one seller-financing option to another option with a higher cash
requirement at any time by making a lump-sum payment of the difference
between the currently-applicable options cash amount and the new options
cash amount. If Buyer moves to a different seller-financing option within 6
months of the transaction date, the loan will be recalculated using the lower
applicable interest rate and the starting principal amount, beginning
retroactively with the first monthly financing payment. If Buyer moves to a
different seller-financing option after 6 months, the loan will be recalculated
using the lower applicable interest rate and remaining principal due, beginning
with the following monthly financing payment.
(c) Definitive Purchase Agreement. All of the terms and conditions of the
proposed transaction would be stated in the Purchase Agreement, to be
negotiated, agreed and executed by Buyer and Seller. Neither party intends to
be bound by any oral or written statements or correspondence concerning the
Purchase Agreement arising during the course of negotiations.
(d) Expediency. Parties agree to commit to the proposed transaction, cancel this
letter, or agree to extension by August 31st, 2014. If parties commit to
transaction, all reasonable efforts will be made to close the transaction as
promptly as practicable thereafter. Buyer is bound by Appendix A and
Appendix B, which are attached to this letter.
2. No Exclusive Negotiating Rights. Until Buyer has placed at least $100,000
in a mutually-agreeable escrow account, Seller shall not be prevented from
initiating, soliciting, encouraging, or accepting any other offer or proposal for
sale of assets owned by Seller. Seller shall not be prevented from providing
any confidential information regarding Sellers assets or business. This letter
is void if Seller accepts any other offer for proposal or sale.
Black Bishop Letter of Intent 6/26/14 - Page 2 of 3

3. Confidentiality. Buyer is permitted to share the following confidential

information with potential investors while this agreement is in effect: 1. That
the company is for sale, 2. The agreed upon sale price and seller financing
options, 3. Sales, revenues, expenses, profits, size of customer base (but not
customer names or contact information), and customer statistics. In good faith,
Buyer is expected to treat all information as if Buyer was the owner of the
business throughout the term of this agreement.
4. Miscellaneous. This letter shall be governed by the substantive laws of the
State of California without regard to conflict of law principles. This letter
constitutes the entire understanding and agreement between the parties hereto
and their affiliates with respect to its subject matter and supersedes all prior or
contemporaneous agreements, representations, warranties and understandings
of such parties (whether oral or written). No promise, inducement,
representation or agreement, other than as expressly set forth herein, has been
made to or by the parties hereto. This letter may be amended only by written
agreement, signed by the parties to be bound by the amendment. Evidence
shall be inadmissible to show agreement by and between such parties to any
term or condition contrary to or in addition to the terms and conditions
contained in this letter. This letter shall be construed according to its fair
meaning and not strictly for or against either party.

If the foregoing terms and conditions are acceptable to you, please so indicate by
signing below.

Sincerely,
Michael Bishop (Buyer)

______________________________

ACCEPTED AND AGREED

Andrew Black (Seller)

______________________________

Black Bishop Letter of Intent 6/26/14 - Page 3 of 3