Basecamp

ELECTRICITY SUPPLY PURCHASE AGREEMENT

THIS AGREEMENT is made and entered into this ___ day of September, 2017, by and between 3 Phases Renewables Inc. with a place of business located at 1228 E Grand Ave, El Segundo, CA 90245 (hereinafter referred to "3 Phases") and Base Camp Brewing Company with a place of business at 930 SE Oak St, Portland, OR 97214 (hereinafter referred to as “Customer”).

WHEREAS, 3 Phases is a registered OPUC Electricity Service Supplier in Oregon.

WHEREAS, Customer's facility located at 930 SE Oak St, Portland, OR 97214 is in the Portland General Electric distribution service territory (hereinafter referred to as “Customer’s Facilities”).

WHEREAS, 3 Phases desires to sell and Customer desires to buy electricity for the term of this Agreement to Customer in accordance with the terms set forth in this Agreement below; NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, and covenants contained in this Agreement, and other valuable consideration, the parties hereto and intending to be legally bound hereby, agree as follows: 1. Term.

1.1

1.2

1.3

This Agreement shall commence on the first meter read date on or after January 1, 2018 (“the Commencement Date”) and shall continue until the first meter read date on or after January 1, 2019 (“the Termination Date”). If notice is not given thirty (30) or more days prior to the Termination Date, this Agreement will be automatically renewed on an annual basis, thereafter the Agreement may be terminated upon thirty (30) days written notice.

In the event that the Electric Utility causes any delay in the Commencement Date for any reason whatsoever, including but not limited to a determination to replace Customer’s meter at Customer’s Facilities, the parties agree (i) to cooperate in good faith with the Electric Utility to complete the Electric Utility’s request in a timely manner; and (ii) to cooperate in good faith with each other to amend the Commencement Date to accommodate for any delays brought by the Electric Utility or any other reason outside the parties’ control, including but not limited to accommodating the Electric Utility billing cycle.

As a condition precedent to this Agreement, Customer shall submit all necessary paperwork to its Electric Utility in a timely manner and be fully enrolled in the direct access program with its Electric Utility by the Commencement Date.

2. Product and Quantity.

During the term of this Agreement, 3 Phases agrees to sell to Customer and Customer agrees to purchase from 3 Phases its total load requirement of electricity at Customer’s Facilities. 3 Phases will provide renewable power as 1

required by Oregon’s Renewable Portfolio Standards (RPS). The renewable energy mix may change during the duration of the contract; however, 3 Phases will provide Customer a minimum of 50% renewable power at all times.

3. Price of Services and Energy 3.1 3.2 3.3

3.4

3.5

3.6

3 Phases' price to Customer shall be $0.0330/kWh (the “Electricity Price”).

Any applicable taxes will be applied for the sale of this product, to appear on Customer's electric service bills from the utility and/or 3 Phases.

The Customer will continue to receive a monthly service bill from its current electric utility (the “Electric Utility”), which will include the cost of electric distribution, all utility service charges, and legislatively mandated charges.

Notwithstanding any obligations created by this Agreement, Customer agrees to continue to make payments directly to existing electric utility and comply with any existing utility company requirements.

3 Phases will provide the bill for the electricity commodity charges, which will be sent separately from the utility bill and which will be due within 20 days upon receipt. Late payments will accrue interest daily at a rate of twelve percent (12%) per annum, or the maximum interest rate permitted by law, whichever is less, for each calendar day following the due date until payment is made.

If the Customer intends to make any changes that would result in changes to its operations which would substantially change its consumption of energy (“Load Modifications”), Customer agrees to notify 3 Phases in writing of such Load Modifications thirty (30) days or more prior to such Load Modifications becoming effective. For the purposes of this Agreement, a substantial change in consumption of energy is defined as any planned change that would increase or decrease Customer’s peak or off-peak consumption by more than 30% for ten (10) or more days. In the event that a Load Modification occurs, and no notice of such Load Modification was given by the Customer to 3 Phases, 3 Phases may adjust the Electricity Price, but only to the extent the adjustment reflects 3 Phases’ actual incremental costs. For purposes of this Agreement, “actual incremental costs” are defined as the delta between Customer’s peak or off-peak consumption prior to the relevant Load Modification period and Customer’s peak or off-peak consumption during the relevant Load Modification time period multiplied by the delta between the Electricity Price as defined in Paragraph 3.1 and the hourly Powerdex Mid-Columbia Index Price.

If a change in law occurs that a) re-defines or alters the congestion zone(s) where Customer’s Facilities are located or b) alters the RTO market structure or protocol design, causing additional costs to Seller due to Customer’s service, Seller may adjust Customer’s Electricity Price to the extent the adjustment reflects Seller’s actual incremental costs.

4. Delivery of Electricity 4.1

Customer's existing Electric Utility remains solely responsible for the reliable delivery of electricity to the Customer’s meter.

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4.2

In the event of a power outage, Customer understands that it is responsible for contacting its Electric Utility for appropriate and timely services, for which they will be billed by the latter.

5. Default In the event that Customer breaches this Agreement, it is agreed that the damage of 3 Phases shall include the reasonable cost of reselling the power.

Reasonable cost of reselling shall be defined as the difference between the sale price and the market price if the market price is lower than the sale price and zero if the market price is higher than sale price.

6. Liability, Disclaimer of Liability 6.1

6.2 6.3

6.4

6.5

3 Phases' liability for the breach of terms of this Agreement shall be no greater than Customers' “direct damages”. “Direct damages” shall equal the difference between the price paid by Customer to a third party and the price payable by Customer to 3 Phases under this Agreement less any expenses saved in consequence of 3 Phases’ breach, provided that the purchase of services is made in good faith and in a commercially reasonable manner. In no event shall 3 Phases’ liability exceed the total amount paid by Customer to 3 Phases in the last calendar year under this Agreement.

In the event that 3 Phases is unable to supply electricity, Customer’s Electric Utility shall be the default electricity provider.

3 Phases shall not be liable for any indirect, incidental, consequential, punitive or exemplary damages including but not limited to lost profits, lost revenues, business interruption or claims of third parties.

3 Phases assumes no liability or responsibility for losses or consequential damages arising from the following items associated with local utility company: operations and maintenance of system, any interruption of service, termination of service, or deterioration of service. 3 Phases explicitly disclaims responsibility or liability for losses arising from any in-home or building wiring damages.

Customer acknowledges that 3 Phases is not an agent of utility company, and that utility company is not liable for any of 3 Phases' acts, omissions, or representations.

7. Redress of Complaints 7.1

7.2 7.3

7.4

Disputes arising from billing or distribution services from local electric utility may be filed with the Oregon Public Utilities Commission (OPUC), pursuant to conditions set forth therein.

Billing-related or service-related disputes with 3 Phases may be filed as above, with OPUC. Disputes with 3 Phases not relating to rates, charges, or terms and conditions of service may be filed with the OPUC or by filing a complaint against 3 Phases in civil court.

Filings with OPUC against utilities or ESSs cannot result in disconnection of service provided that disputed amount is deposited in an escrow account. For questions regarding the OPUC complaint procedures, contact the Consumer Services Section of the OPUC at 503-378-6600.

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8. Entire Agreement.

The terms and conditions set forth in this Agreement constitute the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings or agreements between the parties with respect to the subject matter hereof.

9. Force Majeure.

3 Phases shall not be liable in any respect for failure or delay in the fulfillment or performance of this Agreement, including but not limited to, the obligation to make deliveries, if performance is hindered or prevented, directly or indirectly by war, riots, embargo, national emergency, shortage or inability to obtain transportation or transfer facilities, plant breakdown, inability to secure fuel, power, material or labor, fire, flood, windstorm or other acts of God; strikes, lockouts, or other labor disturbances (whether among employees, of 3 Phases, 3 Phases suppliers, or other); delays, failure, and/or refusal of suppliers to supply materials; orders or acts of any government or governmental agency or authority (explicitly inclusive of any measures adopted by any state or federal agency or authority or any quasi-government entity or authority or any government-appointed entity or authority affecting energy policy and any measures adopted by the utility); or any other cause of like or different kind beyond 3 Phases' reasonable control, and which by the exercise of reasonable diligence 3 Phases is unable to prevent; it being understood, however, that 3 Phases shall be under no obligation to settle strikes, lockouts or other disputes and that 3 Phases shall have no obligation to supply electricity to Customer from any other power sources referenced herein (collectively " Force Majeure" ). In the event that 3 Phases is unable to supply its total requirements to Customer under this Agreement resulting from any Force Majeure, then 3 Phases may allocate any existing or available supply in a manner determined by 3 Phases to be fair and equitable, and 3 Phases shall use its best efforts to assist Customer in finding a replacement provider of electricity so that Customer does not lose its ‘direct access’ status.

10. Waiver, Amendment.

None of the terms or conditions of this Agreement may be amended or waived except by a writing signed by the parties. The parties agree that no waiver, amendment, or modification of this Agreement shall be established by conduct, custom, or course of dealing. The failure by any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same.

11. Conflict in Agreement.

No terms or conditions in utility's billing statement which conflict or are inconsistent with the terms and conditions in this Agreement or which increase 3 Phases' obligations hereunder shall be binding on 3 Phases unless accepted in writing by 3 Phases.

12. Assignability.

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12.1

12.2

The rights and obligations of Customer under this Agreement are not assignable without the prior written consent of 3 Phases which shall not be unreasonably withheld, delayed, or conditioned; provided, however that Customer may transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of Customer.

The rights and obligations of 3 Phases under this Agreement may be acquired, pledged or assigned as provided by law.

13. Severability.

If any part of this Agreement is found to be void or unenforceable, the provisions shall be severable and those provisions which are lawful shall remain in full force and effect.

14. Governing Law; Jurisdiction.

This Agreement shall be governed by the laws of the State of California for contracts entered into and to be performed in California. Any dispute under this Agreement shall be resolved in the State or Federal Courts of the State of California.

15. Notices.

Notices given hereunder shall be in writing and delivered personally or sent by facsimile or overnight courier to the address noted as the place of business or the facsimile number as either party may hereafter furnish in writing to the other party. Invoices shall be sent electronically.

Notice to 3 Phases shall be made to: General Counsel 3 Phases Renewables 1228 E Grand Ave El Segundo, CA 90245 Payments shall be sent to: Accounts Receivable 3 Phases Renewables 1228 E Grand Ave El Segundo, CA 90245 accounting@3PhasesRenewables.com Notice to Customer shall be made to: ____________________ _____________________ Invoices shall be sent to: ____________________ _____________________ Telecopy notices shall be deemed to be received on the date sent. Overnight courier notices shall be deemed to be received one day after the date on which the notice is timely delivered to the courier.

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16. Confidentiality.

Except as described herein, neither party shall disclose, directly or indirectly, any of the terms, conditions or covenants in this Agreement, except to its counsel, accountants and employees with a need to know, provided such persons are under an obligation by each party to keep the terms, conditions or covenants in this Agreement confidential. The parties agreed to keep the terms, conditions or covenants in this Agreement confidential, except in compliance with any foreign or federal or state law, regulation or rule, or pursuant to any judicial, legislative or administrative proceeding.

Notwithstanding the foregoing, each party may publicly disclose that 3 Phases is providing Customer with renewable power, through the direct access program, to Customer’s Facilities for the Term of this Agreement.

17. Headings.

The headings are inserted for convenience only and shall not define or limit any of the terms or conditions hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written.

Base Camp Brewing Company Date:

BY: _______________________ Print: ______________________ Title: ______________________

3 Phases Renewables Inc. Date:

BY: _______________________ Print: ______________________ Title: ______________________

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