Greenbacker Residential Solar LLC entered into an agreement to acquire substantially all assets of OneRoof Energy Group, Inc. (TSXV:ON) for $8 million on March 3, 2017. Under the terms, Greenbacker Residential Solar will acquire ORE Owner I, LLC for $2.2 million, ORE Portfolio I, LLC for $2.6 million, ORE F5A ProjectCo, LLC for $0.41 million and ORE F6 ProjectCo, LLC for $2.7 million which constitute substantially all assets of OneRoof Energy Group. The purchase price is subject to adjustment. In the event, the applicable closing for F5A ProjectCo or ORE F6 ProjectCo occurs but less than 100% of the units owned by F5A ProjectCo or ORE F6 ProjectCo have received notification of PTO, the portion of the purchase price allocable to F5A ProjectCo or ORE F6 ProjectCo will be held back for each of F5A ProjectCo or ORE F6 ProjectCo in amount equal to the product of the aggregate amount of rated generating capacity of the units that have not received notification of PTO and $4.00, which shall be the holdback amount. The foregoing holdback to the purchase price will be calculated for each of F5A ProjectCo and ORE F6 ProjectCo and, will reduce the amount payable by Greenbacker Residential Solar at the applicable closing for each of F5A ProjectCo and ORE F6 ProjectCo. Upon receipt of notification of PTO in respect of any holdback unit, Greenbacker Residential Solar shall pay the portion of holdback funds attributable to each such holdback unit to OneRoof Energy Group within five business days of buyer’s notice of receipt of PTO. The closing of the transaction is anticipated to occur in several tranches, subject to the satisfaction of various customary conditions precedent, including TSX Venture Exchange approval, sale resolution must be approved by not less than 66?% of the votes cast by the shareholders of OneRoof Energy Group, 50% of the votes cast by the majority of minority shareholders of OneRoof Energy Group, OneRoof Energy Group have delivered to Greenbacker Residential Solar payoff letters or release documentation evidencing the release of all liens on any of the assets arising under the NRB Loan, the Secured Notes and the BCC Construction Loan, each in a form reasonably acceptable to Greenbacker Residential Solar, OneRoof Energy Group shall have delivered sufficient evidence, including but not limited to an executed assignment and assumption agreement, that all the contracts, PV Systems, equipment and related assets for each unit, at least 90% of the units owned, directly or indirectly, by ORE F5A ProjectCo, LLC have received notification of PTO from the jurisdiction having authority, at least ninety percent 90% of the units owned, directly or indirectly, by ORE F6 ProjectCo, LLC have received notification of PTO from the jurisdiction having authority, LeaseDimensions, Inc. shall have executed or be prepared to execute prior to or concurrent with the applicable closing an agreement with Greenbacker Residential Solar for management and other services pertaining to the PV Systems, Greenbacker Residential Solar shall have received sufficient evidence that, upon application of the purchase price proceeds, there are no amounts due or owing to any vendors, contractors, and service providers, the applicable ORE O&M Entity shall have received the consent of the Class A Member of each of F5A ProjectCo and ORE F6 ProjectCo 6 to the termination of each applicable O&M Agreement, without the requirement of any payment therefor. The Board of Directors of OneRoof Energy Group has determined that the transaction is fair and in the best interests of OneRoof and the stakeholders, and recommends that shareholders vote for the asset sale resolution. As of March 11, 2017, TSX Venture Exchange has accepted for filing documentation relating to the purchase agreement. The 28% of the total purchase price was received on the closing of the first tranche on March 15, 2017. OneRoof Energy Group has received final approval from the TSXV for the first tranche of the purchase, which closed on March 15, 2017. The Directors of OneRoof Energy Group, in their discretion, are authorized to make an application to the TSX Venture Exchange to delist the shares of OneRoof Energy Group. Hanwha Holdings (USA) Inc., holding owns 45.9% of the issued and outstanding shares of OneRoof Energy Group, has entered into a voting support agreement with OneRoof Energy Group, whereby it has agreed to vote all shares held by it in favour of each of the resolutions including the asset sale resolution and the winding up resolution. Approximately $1.8 million of the net proceeds of the transaction will be used to repay principal and accrued interest on a loan from New Resource Bank. OneRoof Energy, Inc. expects that net proceeds from the transaction will be used to pay project-related expenses and the ongoing costs related to OneRoof Energy Group wind down of its affairs. TSX Trust Company acted as transfer agent for OneRoof Energy Group. Kwang Lim of Bennett Jones LLP acted as legal advisor for OneRoof Energy Group. Greenbacker Residential Solar LLC completed the acquisition of substantially all assets of OneRoof Energy Group, Inc. (TSXV:ON) on March 3, 2018.