AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (“SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 Form 1-A/A: Amendment #1

Offering Circular

For

Solar Intermodal Corporation

A Delaware Corporation

August 18, 2021

SECURITIES OFFERED:                               Equity in the form of Shares of common stock

MAXIMUM OFFERING AMOUNT:             $5,000,000.00

MINIMUM OFFERING AMOUNT:               $250,000.00

MINIMUM INVESTMENT:                           $400.00

CONTACT INFORMATION:                          Solar Intermodal Corporation

                                                                          101 Eisenhower Parkway, Ste. 300

                                                                          Roseland, NJ 07068

                                                                          Phone: 201-519-5501

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than ten (10%) percent of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, Investors are encouraged to review rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, Investors are encouraged to refer to www.investor.gov.

The Company is following the format of the Form 1-A for this Offering Circular.

Solar Intermodal Corporation (the “Company” or “Solar Intermodal”) is a Delaware corporation, originally formed on January 1, 2021 by filing Articles of Incorporation with the Secretary of the State of Delaware. (see Exhibit 2 “Amended Articles of Incorporation and Bylaws” ). The Company is offering (the “Offering”) by means of this offering circular (the “Offering Circular”) Company equity in the form of common stock denominated in shares (the “Shares”) on a “best efforts” and ongoing basis to investors who meet the Investor Suitability standards as set forth herein. (See “Investor Suitability” below.) The Company will offer Shares through https://solarintermodal.com (“Platform”), and through The Dalmore Group, a FINRA-registered broker-dealer entitled to commissions upon the sale of the Shares. (See the “Terms of the Offering” below.) Persons who purchase Shares will be shareholders of the Company (“Shareholders” or “Investors”). The Company intends to use the proceeds of this Offering (“Proceeds”) to research, develop, and manufacture Solar Bracket Unit systems (“SBUs”) for the railroad and trucking industries, as well as for solar generated electricity and zero-emission hydrogen production.

The minimum investment amount per Investor is Four Hundred dollars ($400.00), representing four hundred (400) Shares at One Dollar ($1.00) per Share. Although the Company does not intend to list the Shares for trading on any exchange or other trading market, the Company has adopted a redemption plan designed to provide Investors with limited liquidity for their investment in the Company. (See “Description of the Securities” below)

The Company is a run by a board of directors, comprised of one (1) director (the “Board” collectively, “Director” when referring to a director). The day-to-day management and investment decisions of the Company are vested in the Board and in the Officer. The Board is advised by an Advisory Board, comprised of various industry leaders, college professors, and vocational experts. As further described in the Offering Circular, the Company has been organized: (i) to fund the research, development and testing of the SBU design; (ii) to progress the research and development of the SBU design for the purpose of use on railcars, trains, and truck trailers; (iii) to conduct work in conjunction with commercial entities to determine product design and placement of the SBU in the market; (iv) to expand manufacturing capabilities through the acquisition of both real property and business personal property in the form of equipment; (v) to bring the SBUs to market; (vi) to expand solar generated hydrogen manufacturing and sales operations; (vii) to engage in the leasing of solar panels to persons near the Company’s proposed site. 

Sales of the Shares pursuant to the Offering will commence immediately upon qualification of the Offering by the Securities and Exchange Commission (the “Effective Date”) and will terminate at the discretion of the Board or twelve (12) months following the Effective Date, whichever is earlier. The maximum amount of the Offering shall not exceed Five Million Dollars ($5,000,000.00) in any twelve (12) month period (“Maximum Offering Amount”) in accordance with Tier II of Regulation A as set forth under the Securities Act of 1933, as amended, (“Reg A Tier II” or “Tier II”). The Company intends to offer the Shares described herein on a continuous and ongoing basis pursuant to Rule 251(d)(3)(i)(f). Further, the acceptance of Investor subscriptions, may be briefly paused at times to allow the Company to effectively and accurately process and settle subscriptions that have been received. (See “Terms of the Offering” below.) The Company may increase the Maximum Offering Amount at its sole and absolute discretion, subject to qualification by the SEC of a post-qualification amendment.

Prior to this Offering, there has been no public market for the Shares, and none is expected to develop. The Offering price is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Shares on any securities market, however reserves the right to do so in the future. Investing in the Company through the purchase of Shares involves risks, some of which are set forth below. See the section titled “Risk Factors” to read about the factors an Investor should consider prior to purchasing Shares.

Investors who purchase Shares will become Shareholders of the Company subject to the terms of the Shareholder’s Agreement (see Exhibit 3, the “Shareholders’ Agreement”) and the Bylaws of the Company (see Exhibit 2, the “Amended Articles of Incorporation and Bylaws”) once the Company deposits the Investor’s investment into the Company’s main operating account.

There will be an escrow account since there is a Minimum Offering Amount for this Offering. The Company has engaged North Capital Private Securities Corp. as escrow agent for this Offering. (See Exhibit 8 “Escrow Agreement”)

The Officers will receive compensation from the Company as employees. (See “Risk Factors” and “Compensation of Directors and Officers” below). Investing in the Shares is speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment. (See “Risk Factors” starting on Page 6)

As of the date of this Offering Circular, the Company has engaged a VStock Transfer as transfer agent in relation to this Offering.

The Company will commence sales of the Shares immediately upon qualification of the Offering by the SEC. The Company approximates that sales will commence at during Q3 - 2021

*The Offering price to Investors was arbitrarily determined by the Board.

** The Company is not using an underwriter for the sale of Shares.

***Shares will be offered and sold directly by the Company, the Board and the Company’s respective Officers and employees. No commissions for selling Shares will be paid to the Company, the Board or the Company’s respective Officers or employees. While most Shares are expected to be offered and sold directly by the Company and its respective Officers and employees, the Company has engaged The Dalmore Group as independent managing broker-dealer to sell Shares who is entitled to receive commissions of one (1%) percent of the proceeds received for the sale of Shares.

****The Company has engaged The Dalmore Group as independent managing broker-dealer. All Proceeds under this column are commissions equaling one (1%) percent of the proceeds received for the sale of Shares. The Company reserves the right to engage other broker dealers for the sale of the Shares through this Offering.

TABLE OF CONTENTS

SUMMARY OF THE OFFERING

The following information is only a brief summary of, and is qualified in its entirety by, the detailed information appearing elsewhere in this Offering. This Offering Circular, together with the exhibits attached including, but not limited to, the Shareholders’ Agreement and Company Bylaws, copies of which are attached hereto as Exhibit 2 and Exhibit 3, respectively, and should be carefully read in their entirety before any investment decision is made. If there is a conflict between the terms contained in this Offering Circular and these documents, the Shareholders’ Agreement and Bylaws shall prevail and control, and no Investor should rely on any reference herein to the Shareholders’ Agreement or Bylaws without consulting the actual underlying documents.

RISK FACTORS

The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

INVESTMENT RISKS

The Company is controlled by its Chairman/Board of Directors, and only Common Stock Shareholders have voting rights.

The Company’s founder, Robert Anderson, currently holds a majority of the Company’s Shares and at the conclusion of this Offering will continue to hold a majority of the Company’s voting stock. As a result, Investors in this Offering will not have a majority of voting Shares and therefore will not have the have the ability to control a vote of the Shareholders.

Investor’s ability to transfer Shares may be limited.

The Shareholders’ Agreement restricts transfers of stock of the Company, or any interest therein to any person or entity either by gift or bequest or by mortgage, pledge, or other hypothecation, without prior written consent of the Board, with the sole exception that each Shareholder may provide for the disposition of his or her Shares in a will or other testamentary device without the Board’s consent.

There is no current market for the Shares.

There is no formal marketplace for the resale of Company Shares and none is expected to arise for the foreseeable future. Investors should assume that they may not be able to liquidate their investment.

The Company may raise additional capital through equity offerings. Therefore, any ownership interest in Solar Intermodal may be diluted in the future if the Company does not raise enough funds in this fund-raising effort, Solar Intermodal may conduct another offering, and/or seek angel investors, venture capital funds, or funds from an equity partner.

The Company might not sell enough securities through this Offering to meet its operational needs. Even if the Proceeds received equal the Maximum Offering Amount, the Company may need to raise more funds in the future through additional offerings. Solar Intermodal may offer additional Shares and/or other classes of equity or debt, or other forms of securities. If equity, or a security convertible into equity, is offered in these future offerings, then Shareholders’ ownership percentages in the Company may be diluted.

Shareholders are limited in their ability to sell their Shares pursuant to the Company’s Shareholders’ Agreement.

Each Shareholder agrees that, he or she will not sell, transfer, assign, or otherwise dispose of (either voluntarily or by operation of contract or law) any Shares of the Company, except in limited circumstances, such as death, permanent disability, removal by the Company, and insolvency, without first offering such Shares for sale to the Company and to the other Shareholders at the same price and on the same terms and conditions as the selling Shareholder proposes to sell, transfer, assign, or otherwise dispose of the Shares pursuant to a bona fide offer received by the selling Shareholder, disclosing the terms and conditions of such bona fide offer and the identity of the offeror. The Company has thirty (30) days within which to accept such offer pursuant to the terms of the Shareholders’ Agreement.

The Offering price of the Company’s Shares was not established on an independent basis; the actual value of your investment may be substantially less than what Investor pays for the securities.

Solar Intermodal’s Board of Directors established the Offering price of the Company’s Shares on an arbitrary basis. The selling price of the Shares bears no relationship to the book or asset values or to any other established criteria for valuing Shares. Because the Offering price is not based upon any independent valuation, the Offering price may not be indicative of the proceeds that an Investor would receive upon liquidation. Further, the Offering price may be significantly more than the price at which the Shares would trade if they were to be listed on an exchange or actively traded by broker-dealers.

BUSINESS RISKS

The Company is an early stage company and has not generated any profits since inception.

The Company has been exclusively conducting research and development activities regarding the Company’s inventions that are intended to create a safer and more efficient power source for locomotives and electric-vehicle (“EV”) trucks, and has not generated revenue as of the date of this Offering Circular. The Company may not be able to succeed as a business without additional financing. The Company has incurred losses from operations and has had negative cash flows from operating activities since its inception. Its current operating plan indicates that the Company will continue to incur losses from operating activities given ongoing expenditures related to the development and implementation of the Inventions. Without sufficient additional funds, the Company’s ability to continue as a going concern for the next twelve months is dependent upon the Company’s ability to raise the necessary funds from Investors to meet financial obligations.

Furthermore, the Company’s anticipated plan of operations anticipates a research and development schedule of at six to twelve months before the Company anticipates any revenues to be generated or profits to be made (see “Plan of Operations” below).

The Directors have a lack of experience in the solar industry.

The Directors have a lack of management experience in the solar industry which may result in slower growth or a loss of certain opportunities that may arise throughout the life of the Company. This lack of experience may result in a loss of revenues which could adversely affect the returns on investments. To mitigate this, the Company has assembled an advisory board with ample experience in the railroad and solar industries to advise the Board on business decisions. (See “Advisory Board” below)

The Company may never have an operational product.

It is possible that a commercially operational or viable product may never be produced as a result of the Company’s research, development, and design activities regarding the Solar Bracket Unit technology (the “Invention(s)”). It is possible that the failure to release any product is the result of a change in business model due to the Board making a determination that the business model needs to be changed, or some other external factor not in the Company’s control. Even though the Board will make an effort to steer the Company towards success, the Company cannot guarantee that any changes to the business model will be in the best interest of the Company and its Shareholders.

Developing new products and technologies entails significant risks and uncertainties, including if the SBUs sales do not meet the Company’s projected performance goals, or if unforeseen development costs are incurred and Solar Intermodal’s cost estimates are understated.

The Company is currently in the research and development stage and has not manufactured for the Inventions. Delays or cost overruns in the development of the technology and failure of the Inventions to meet anticipated performance estimates may be caused by, among other things, unanticipated technological hurdles, difficulties in manufacturing, changes to design, and regulatory hurdles. Any of these events could materially and adversely affect the performance success of sales and the results of operations.

The SBUs, the leasing of solar panels, and solar-generated hydrogen sales could fail to achieve the sales projections expected.

The growth projections are based on the assumptions that the Inventions for use on intermodal railcars can be successfully industrialized, manufactured, sold and supported. The Company assumes that the research, development, and design process will be successful in developing strategic partnerships that will financially support the development of the SBU systems, the Company’s solar-generated electricity and hydrogen production activities. It is possible that the SBUs will fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of an investment.

The loss of one or more of the Company’s key personnel, could harm the Company’s operations.

The Company currently depends on the continued services and performance of key members of its management team. The loss of key personnel from disability, death, or attrition could disrupt operations and have an adverse effect on the operational success of the business.

Costs may grow more quickly than the Company’s revenues, harming the business and profitability.

Delivering the SBUs to market is costly because of the upfront research and development expenses required to bring a functional, safe, and marketable SBU system. Furthermore, the technical and specialized nature of the Company’s designs may result in a higher demand for more specialized and skilled, and therefore more expensive, employees. The Company expects operational expenses to continue to increase in the future as the SBU systems demand and the hydrogen generation activities of the Company expands and there is a need to hire additional employees. Projected expenses and/or the time-to-market may be greater than anticipated and any capital investments intended to make the business more efficient may not be successful. In addition, the Company may need to increase marketing, sales, and other operating expenses in order to grow and expand its operations and to remain competitive. Increases in costs may adversely affect the Company’s business and profitability.

The Company relies on third parties to provide services essential to the success of the business. Unavailability of contract engineers and technicians to support development efforts could cause disruptions in the business.

The Company relies on third parties to provide a variety of essential business functions, including testing, design, engineering, manufacturing, systems integration specialists, marketing, proposal drafting, distribution, and other partners. Quality and timeliness of parts manufacturers is critical to the Company’s ability to build prototypes for development and internal testing.

The Company intends to use the manufacturing licensees, systems integrators, OEMs, and distributors for the manufacturing and distribution of the Company’s products. Discussions with some of those industry players are currently in the early stages. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. It is possible that the Company will experience delays, defects, errors, or other problems with their work that will materially impact operations and the Company may have little or no recourse to recover damages for these losses. A disruption in these third parties’ operations could materially and adversely affect the business. As a result, any investment could be adversely impacted by the Company’s reliance on third parties and their performance.

Commercialization risk if the SBUs are not competitive, or if the SBUs fail to meet market entry objectives, or if Government bids are rejected. 

Solar Intermodal will be developing and designing the SBU technology with the expectation such technology will be commercially viable for railroad and EV truck operators. Additionally, the Company will use the Proceeds of this Offering to design the SBUs for direct sale to the worldwide rail and logistics market. (see “Narrative of the Business”) The Company has no intention to conduct all necessary processes for execution of this strategy internally. Therefore, the current business model relies on strategic partners to 1) assist in development and design of the technology; 2) to distribute the SBUs to market; (3) to conduct market research and to draft bid proposals to private and public persons; or (4) manufacturing of any prototype parts. If the strategic partners do not take on this capital-intensive initiative, the Company may require significant additional financing to bring the SBU systems to market.

The Company’s business, including costs and supply chain, is subject to risks associated with sourcing and manufacturing.

In the event of a significant disruption in the supply of the raw materials used in the manufacture of the products, the Company and our strategic partners might not be able to locate alternative suppliers of materials of comparable quality at an acceptable price.

RISKS RELATED TO INTELLECTUAL PROPERTY AND GOVERNMENT REGULATION

Solar Intermodal has provisional Patents that the Company might not be able to convert to utility patents or protect.

The Company's does not currently hold any utility patents for the SBUs. However, the Company has filed provisional patents for the SBUs. It is possible that the Company is not granted utility patents by the USPTO for the SBUs, or that the claims granted patent status are insufficient to prevent competition. It is possible that competitors may attempt to misappropriate or violate intellectual property rights owned by the Company. The Company intends to protect its intellectual property portfolio from such violations, within the constraints of available resources. It is important to note that unforeseeable costs associated with such practices may consume a significant portion of capital, which could negatively affect the Company’s research and development efforts and business, in general. However, the Company has anticipated the possible need to protect its Patents from infringement and therefore has allocated Proceeds from this Offering to account for this potential event. (see section titled “Use of Proceeds” below)

The ability to sell the products is subject to United States and international government regulations, which are subject to change at any time.

The Company’s products will be subject to regulation by the Federal Railroad Administration (the “FRA”), a subagency of the Department of Transportation and equivalent agencies in other countries. Generally speaking, the SBUs are required to be FRA certified. For more information on the regulatory requirements of the SBUs, please see “Description of the Business” below.

There is a risk that the novelty of the SBU system as applied to railcars causes a delay within the FRA for approval. This may negatively affect revenues and may cause the Company economic injury, which may negatively affect Shareholders.

RISKS RELATED TO EMPLOYEE BENEFIT PLANS AND INDIVIDUAL RETIREMENT ACCOUNTS

In some cases, if you fail to meet the fiduciary and other standards under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or common law as a result of an investment in the Company’s Shares, you could be subject to liability for losses as well as civil penalties.

There are special considerations that apply to investing in the Company’s Shares on behalf of pension, profit sharing or 401(k) plans, health or welfare plans, individual retirement accounts or Keogh plans. If you are investing the assets of any of the entities identified in the prior sentence in the Company’s Shares, you should satisfy yourself that:

1. Your investment is consistent with your fiduciary obligations under applicable law, including common law, ERISA and the Code;
2. Your investment is made in accordance with the documents and instruments governing the trust, plan or IRA, including a plan’s investment policy;
3. Your investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) ;and 404(a)(1)(C) of ERISA, if applicable, and other applicable provisions of ERISA and the Code;
4. Your investment will not impair the liquidity of the trust, plan or IRA;
5. Your investment will not produce “unrelated business taxable income” for the plan or IRA;
6. You will be able to value the assets of the plan annually in accordance with ERISA requirements and applicable provisions of the applicable trust, plan or IRA document and
7. Your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil penalties and can subject the fiduciary to liability for any resulting losses as well as equitable remedies. In addition, if an investment in the Company’s Shares constitutes a prohibited transaction under the Code, the “disqualified person” that engaged in the transaction may be subject to the imposition of excise taxes with respect to the amount invested.

FORWARD LOOKING STATEMENTS

Investors should not rely on forward-looking statements because they are inherently uncertain. Investors should not rely on forward-looking statements in this Offering Circular. This Offering Circular contains forward-looking statements that involve risks and uncertainties. The use of words such as “anticipated”, “projected”, “forecasted”, “estimated”, “prospective”, “believes”, “expects,” “plans”, “future”, “intends”, “should”, “can”, “could”, “might”, “potential”, “continue”, “may”, “will”, and similar expressions identify these forward-looking statements. Investors should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Offering Circular.

THE SECURITIES OFFERED HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE REGULATORY AUTHORITY NOR HAS ANY STATE REGULATORY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

DILUTION

The Company is offering up to 5 Million (5,000,000) Shares of Common Stock to Investors through this Offering. On January 1, 2021 Robert Anderson Purchased 455 Shares of Common Stock for $20,407.30 with each Share costing approximately $44.85 per Share. The Board subsequently executed a stock split of 100,000 Shares for every Share of Common Stock. After the stock split, the effective price per Share to Robert Anderson equals approximately $0.000485. The Shares are being offered at $1.00 per Share in through this Offering.

PLAN OF DISTRIBUTION

This Offering will be made to Investors through general solicitation, direct solicitation, and marketing efforts. In addition to direct sales of the securities by the Directors, Officers, and employees of the Company, the Company has chosen to also sell the Shares through the services of one independent broker-dealer is a member of the Financial Industry Regulatory Authority.

At the time of this Offering Circular, the Company has engaged The Dalmore Group (“Dalmore” or “Managing Broker Dealer”) as independent managing broker-dealers to help in the sale of the Shares. The Company reserves the right to engage additional FINRA member broker-dealers at any point from the date of this Offering Circular to the termination of the Offering (assuming the offering is qualified by the SEC).

The Directors, Officers, and employees of the Company will not receive any commission or any other remuneration for these sales. In offering the Shares on behalf of the Company, the Directors, Officers, and employees of the Company will rely on the safe harbor from broker-dealer registration set forth in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

The Company believes that the Directors, Officers, and employees of the Company are Associated persons of the Company not deemed to be brokers under Exchange Act Rule 3a4-1 because: (1) no Director, Officer, or employee is subject to a statutory disqualification, as that term is defined in section 3(a)(39) of the Exchange Act at the time of their participation; (2) no Director, Officer, or employee will be compensated in connection with his participation by the payment of commissions or by other remuneration based either directly or indirectly on transactions in connection with the sale of securities through this Offering; (3) no Director, Officer, or employee is an associated person of a broker or dealer; (4) all Directors, Officers, or employees primarily performs substantial duties for the Company other than the sale or promotion of securities; (5) no Director, Officer, or employee has been a broker or dealer within the preceding twelve months of the date of this Offering Circular; (6) no Director, Officer, or employee participates in selling an offering for securities more than twelve months from the date of this Offering Circular.

The Company will use Dalmore as its managing broker dealer for the sale of the Shares. Dalmore will charge Company a 1% percent commission fee for its services on all aggregate sales of the Shares. This does not include flat fees charged by Dalmore

Notwithstanding the foregoing, the amount and nature of commissions payable to broker-dealers is expected to vary if the Company engages broker dealers in addition to Dalmore. The Investor who is admitted to the Company through a broker-dealer(s) will not be responsible for commissions payable to the broker-dealer(s).

The Company has engaged North Capital Private Securities Corp. as escrow agent for this Offering. Furthermore, the Company has engaged VStock Transfer, LLC as transfer agent for this Offering.

The Minimum Investment Amount is Four Hundred Dollars ($400.00) and the Maximum Offering Amount is Five Million Dollars ($5,000,000), subject to an increase of the Maximum Offering Amount through a qualification by the SEC of a post-qualification amendment.

There is no arrangement or plan to limit or restrict the sale of other securities of the same class as those to be offered for the period of distribution. No market exists for the Shares and no market is anticipated or intended to exist, therefore there is no plan to stabilize the market for any of the securities to be offered. There is no intent to or plan to withhold commissions, or otherwise to hold each underwriter or dealer responsible for the distribution of its participation.

The Company reserves the right to amend any terms agreed upon between the Company and any third parties related to the sale of the Shares, including those with any broker dealers or underwriters, subject to SEC approval of a post qualification amendment.

In the event the Company does not raise enough Proceeds to reach the Minimum Offering Amount, the Company will instruct the escrow agent to return such funds the Investors. Upon the reaching of the Minimum Offering Amount, the escrow agent will release the Proceeds from the escrow account to the Company’s operational account.

Selling Security Holders

There are no selling security holders in this Offering.

USE OF PROCEEDS

The Company intends to raise Offering Proceeds to engage in the following activities: (i) to fund the research, development and testing of the SBU design; (ii) to progress the research and development of the SBU design for the purpose of use on railcars and trains; (iii) to conduct work in conjunction with commercial entities to determine product design and placement of the SBU in the market; (iv) to expand manufacturing capabilities through the acquisition of both real property and business personal property in the form of equipment; (v) to bring the SBUs to market; (vi) to expand solar generated hydrogen manufacturing and sales operations; (vii) to engage in the leasing of solar panels to persons near the Company’s proposed site. 

Use of Proceeds Table

Minimum Raise Amount - the majority of the minimum raise amount of $250,000 will be used on the prototype development costs in constructing the Supertrap Deluxe Single Stack SBU in conjunction with a short-line rail operator. Certain functions will be carried out by the rail operator, such as wiring a flatbed rail car as per the electrical code of standard railroad operations.

Capital costs incurred are to be used in the acquisition of certain large purchase items such as rail equipment namely a flatbed railcar and intermodal cargo containers. Building materials to construct the Supertrap Deluxe Single Stack SBU metal framing and guide motors. Other capital assets include solar panels, inverters, and other various electrical equipment.

Expenses associated with the construction of the Supertrap Deluxe Single Stack SBU include labor for metal fabrication, welding, wiring, mechanical engineering drawing, basic mechanical function testing and electrical connection to the locomotive testing. Documentation for the non-provisional patent filing is also required.

Reserve capital is to be set aside to accommodate the risk associated with the recent supply side shortages in construction materials due to market conditions and the potential increase in inflation.

$2,500,000.00 Partial Raise – In the event 50% of the Maximum Offering Amount is raised, the Company intends to increase prototype research and development into additional SBU designs.

The development of the other designs requires more real estate and thus will increase the lease costs. Certain functions will be carried out by the rail operator, such as wiring a flatbed rail car with 3phase 480 volt as per the electrical code of standard railroad operations.

Increased costs for research and development are intended to be used in the acquisition of certain large purchase rail and trucking equipment namely multiple flatbed railcars and intermodal cargo containers. Building materials to construct the Supertrap Deluxe Single Stack SBU metal framing and guide motors. Other capital assets include solar panels, inverters, and other various electrical equipment.

The Company also intends to allocate Proceeds for the filing and prosecution of non-provisional patent filings within the USPTO and possibly a PCT application. The hiring of critical managers such as a CFO and an industrial engineer will increase the costs of General and Administrative expenses. Reserve capital is to be set aside to accommodate the risk associated with the recent supply side shortages in construction materials due and the potential increase in inflation.

$5,000,000.00 Maximum Raise Amount

In the event the Maximum Offering Amount is raised, the company will direct the Proceeds to the purchase of real estate for an R&D and manufacturing facility. The Company will also solicit the services of qualified expert independent contractors to assist in site plan development for a manufacturing facility, a solar yard farm, and hydrogen production plant. Solar Intermodal intends to identify locations of a Model Site for its manufacturing, solar yard, and hydrogen production operations.

The foregoing represents the Company’s best estimate of the allocation of the Proceeds of this Offering based on planned Use of Funds for the Company’s operations and current objectives. The Company has submitted a grant application with the National Science Foundation for $256,000. Response regarding this grant application is still pending as of the date of this Offering Circular. The Company does not intend to raise funds from other sources in order to achieve its investments, except the possible use of leverage from third party, trusted lenders. Notwithstanding the foregoing, the Company may borrow money from financiers, other lenders, or banks to fund its investments, who are not identified at this moment, as the Company does not have any agreements with any financers, lender, nor banks from which to borrow money.

For a discussion on the Company’s intended means of executing the stated goals, please refer to “Plan of Operations” below.

The Company hereby reserves the right to change the anticipated or intended Use of Proceeds of this Offering as described in this Section and as described elsewhere within this Offering Circular.

DESCRIPTION OF THE BUSINESS

SUMMARY

SOLAR INTERMODAL CORPORATION is a research and development company specializing in the placement of solar energy panels in previously untenable places, including on intermodal rail cars and truck trailers.

Solar Intermodal Corporation is a zero-emission technology company formed to further an endeavor named “Project Solar Blanket”, an initiative to install solar energy devices across the United States for various industrial and commercial uses. The first iteration of this will be the placement of solar panels on railcars truck trailers.

The Company has invented and holds provisional patent applications for a bracket mounting system for solar panels on intermodal rail cars, named the Solar Bracket Unit or “SBU”. The Company anticipates that the final design of the SBU (as integrated onto railcars) will have significant advantages for the driving of such rail engines on solely diesel. The Company has filed for a patent with the United States Patent and Trademark Office (USPTO) covering the SBU designs.  The Company is looking to use the Proceeds from this Offering to further develop the SBU technology and to prove its safety, efficiency and effectiveness, as well as to market the test data to potential buyers. 

The Company intends to raise Offering Proceeds to engage in the following activities: (i) to fund the research, development and testing of the SBU design; (ii) to progress the research and development of the SBU design for the purpose of use on railcars and trains; (iii) to conduct work in conjunction with commercial entities to determine product design and placement of the SBU in the market; (iv) to expand manufacturing capabilities through the acquisition of both real property and business personal property in the form of equipment; (v) to bring the SBUs to market; (vi) to expand solar generated hydrogen manufacturing and sales operations; and, (vii) to engage in the leasing of solar panels to persons near the Company’s proposed site. 

The Net Proceeds from this Offering will not be used to compensate or otherwise make payments to the Directors, Officers, or employees of the Company, unless and to the extent it is as otherwise stated in this Offering Circular.

OVERVIEW

History of the Business 

Solar Intermodal Corporation was organized under the laws of Delaware. Originally formed on January 1, 2021, the Company filed an amendment to the Articles of Incorporation adding a class of preferred stock as well as authorizing more shares of Common Stock (See Exhibit 2 “Amended Articles of Incorporation and Bylaws”) The Company has been exclusively conducting research and development activities regarding the Company’s Inventions and has not generated revenue as of the date of this Offering Circular.

Prior to the incorporation of the Company, Mr. Robert Anderson was developing the ideas and core designs fundamental to SBU System. Since its creation, Mr. Anderson has directed the Company’s efforts to the development of the SBU system design to prove the functionality of the concepts. To date, the Company has developed the designs for experimental SBU design prototypes. As of the date of this Offering Circular, no physical prototypes have been made. Upon a successful Offering, the Company intends to develop prototypes and conduct extensive data collection and analysis for the SBU systems. This will include collection of the effectiveness of such designs with respect to energy generation and efficiency. None of the SBU brackets are currently sold within the marketplace, however the Company intends to develop a research, development, and manufacturing facility using the Proceeds of this Offering

The intent of the Company is to use the Proceeds of this Offering to further develop a functional and market-ready SBU in order to provide a functional and safe addition to railcars/truck trailers and to further the Company’s mission to develop zero-emission energy sources.

Solar Intermodal Products

The Company’s mission statement is to facilitate the transitional economy from carbon-based fuels to the “new climate economy” through the simple implementation of zero-emission technologies in industrial and commercial applications for climate sustainability and reduced fuel costs.

Solar Intermodal serves markets in transportation efficiencies, renewable energy generation, and real estate that support zero-emission energy production.

The Company intends to have three primary revenue streams (1) sales, leasing, and licensing of SBUs; (2) resale or leasing of solar panels (via SBU sales, leasing, licensing); (2) energy generation through solar generation on Company real estate; and, (3) zero-emission hydrogen generation and manufacturing through electrolysis and distribution of produced hydrogen.

The Solar Bracket Unit (SBU)

Solar Intermodal’s SBU system is designed around the overall standardization of the global intermodal cargo container system.  In essence, the Company has developed several designs whereby solar panels can be effectively and safely mounted to standardized intermodal containers. Cargo shipping containers are essential to global commerce. The exposed surface area of each container makes them ideal for the affixation of solar panel arrays.  The North American intermodal transportation system is enormous, causing a tremendous amount of fuel consumption. 

The obvious reason for mounting solar panel on the railcars is for power generation. Almost all of the locomotives in the world are driven by electric motors, as powered by diesel engines. In this case the diesel engine is acting as the “prime mover” which in turn powers the “electric generator”. The electric generator in a locomotive is usually a diesel engine, which after electrical generation powers the electrical “traction motors” which has contact with the rail, driving the locomotive.

While in motion, solar panels, as mounted on the SBU, will supplement the electrical Traction Motors power demands directly using electricity generated by the solar panels. The solar panels charge battery banks which in turn drive electric the traction motors. While the locomotive is not in motion, power production can occur while the vehicle is sitting idle in the yard or in motion, regardless of the primary power plant fuel source. This electricity can in turn be sold back to the local electrical utility grid.

The Company seeks to reduce diesel fuel consumption in freight transportation vehicles by dividing electrical loads with zero-emission renewable energy by continuously charging battery banks of newly developed locomotive hybrids, battery-powered locomotives, and electric semi-trucks. Much of the machinery within locomotives operates on 3-phase 480 volt alternating current to feed the demanding inductive loads of large electric motors.  Standard traction motors on locomotives and newly designed electric trucks on the market also use the same electric characteristics however with the help of high frequency computerized controls.  Most, if not all, are powered by diesel fueled electric generators. 

Mounting the SBU on the containers requires the same loading and unloading equipment currently in existence and used today by railcar loading docks. Because it utilizes the same loading equipment, there are very few barriers to practical integration of the SBUs into existing railroad infrastructure.

The potential size of the zero-emissions market is immeasurable. Diesel fuel is used around the world for a wide variety of industrial and commercial applications. It is a significant cost to freight operators and the main source of greenhouse gas emissions. Cutting the cost of using diesel fuel for these operators is the most attractive feature in their adoption to transitioning to the use of zero-emission power. Secondarily, the train operators will be able to generate revenue from the sale of excess electricity to the electric utility grid while SBU-equipped railcars are sitting idle in a railyard.

SBU Designs

There are three core designs for the SBU; the Intermodal SBU, the Venus SBU, and the Supertrap Deluxe SBU. The first two designs affix the solar panels to the exposed long-sides of a container and the roof.

The Supertrap Deluxe SBU design is a telescopic design. The telescopic models slide along a channel on the rail car in a telescopic manner to encapsulate the cargo containers to allow for side loading as well as gantry.  During the loading phase the SBU’s retract to the front and rear of the rail car. A gantry crane operator or side car loader can place the cargo container, or any cargo for that matter, into the bed of the rail car with minimal contact with the sides.  Once loading is completed, the SBU’s move forward and surround and engulf the cargo with solar panels.

Some rail cars and semi-truck trailers can be permanently modified with the bracket frames, solar panels, batteries and other various electronics.  The SBU systems provide a means of cascading the connection of one rail car to another through modification inclusive of electrical, circuit breaker panels, and battery banks.  

All SBU System configurations are designed to utilize current railroad tooling and infrastructure for installation onto the intermodal container. Most SBU designs can be added and removed from double stacked or signal stacked cargo containers using current on-loading and offloading equipment such as cranes and stacker lifts.

Intermodal SBU

The standard Intermodal SBU is a configuration that matches dimensions of solar panels along the top sides and long sides of intermodal cargo containers, from cubed-corner to cubed corner. This configuration applies to all lengths of containers. The Intermodal SBU utilizes the standardization of intermodal equipment to attach and detach to the cargo containers themselves. In addition to the solar panels, the Intermodal SBU contains connector hardware, circuit breaker panels, and revenue-grade electric meters. The Intermodal SBU may also be attached and detached to other types of railcars such as box cars and auto train haulers, or to semi-truck trailers for electric trucks.

Venus SBU

The Venus SBU is a more advanced design than the Intermodal SBU, designed specifically for use on semi-trucks. Essentially the Venus SBU is a series of modifications to a standard Intermodal SBU. The solar bracket is affixed to the trailer to the full dimensions of the trailer length and width. The top of the Venus SBU closes onto the cargo container once it is loaded onto the trailer so as to encapsulate the container in solar panel arrays. The electric modification contains an extra battery storage bank and varies computer control systems added to the trailer, including any inverters as necessary to increase the hauling range of a standard EV truck.

Supertrap Deluxe SBU

The Supertrap Deluxe is applicable for both single stack flatcars and double stack intermodal cargo container rail well cars. The Supertrap Deluxe SBU requires a series of physical and electrical modifications to be made to either a flat car or a double-stacked rail well car. The solar panel SBU’s slide along a track installed on the car, encapsulating the cargo in a telescopic manner. During the loading phase the SBU’s retract to the front and rear of the rail car. A gantry crane operator or side car loader can place the cargo container, or any cargo for that matter, into the bed of the rail car with minimal contact with the sides. Once loading is completed, the SBU’s move forward and surround and encapsulate the cargo with solar panels.

Power Generation on Company and Third-Party Real Estate

The Company intends to lease or purchase real estate (the “property”) in the Northeast part of the United States, depending on the amount of Proceeds raised through this Offering. This Company property will function as a research and development, manufacturing, and power generation site.

The Company has modeled possibilities on the initial site and intends to place a utility-scale solar farm on the property. This is in conjunction with SBU research and development and manufacturing operations.

Solar Intermodal will be acquiring large inventories of solar panels for installation and use for its SBU systems. As the Company increases its inventory of panels, the Company intends to install, for the purpose of solar power generation, the excess panels on Company property and at third-party satellite locations such as industrial buildings, rail yards, and freight yards.

The demand for the solar-generated electricity derives from both government incentives and utility company clean energy purchasing requirements. The clean zero-emission solar-generated electricity produced will be sold back to the local electric utility grid, generating revenues.

The Model Company Site

A model site for lease or purchase by Solar Intermodal includes a connection to a rail line. The connection to a rail line will permit the Company to receive and install SBUs on containers and railcars, before delivering the SBU-outfitted containers and railcars back to the railroads. The cars will generally stay static on Company property for some time before delivery to the rail operators. It is the intention of the Company to outfit these static railcars and container with the SBUs, using the power generated as the containers sit in the railyard for solar-energy generation activates, including sale of the energy back to the electric grid and hydrogen generation activities. An industrial sized battery storage facility and green hydrogen production facility may be powered by these panels on site. When railcars or containers are needed by the rail operators, they are simply disconnected from the Company electrical grid, loaded onto the Company rail, and sent on their way.

The Company property may also install arrays of permanently mounted solar panels throughout the facility, including within trenches located between parked rail cars to reflect light onto the SBU equipped containers or railcars. Below is an image of a proposed site plan for the Company property.

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The intended model site must meet at least two criteria (1) the site must have a rail yard with access to the service line; and (2) a sufficient connection to the electrical utility grid. 

Hydrogen Generation

Ancillary and complimentary to the power generation activities on the Company property, the Company intends to place hydrogen production facilities on the site. Hydrogen production is relatively simple in its concept. The Company intends to use the process of electrolysis to manufacture hydrogen on a commercial scale, using the on-site solar electricity generation to fuel the electrolysis process. Solar Intermodal hydrogen production facilities will be located on its planned model sites and use utility scale solar panels and the SBU System equipped rail cars and tractor trailers to power commercial grade electrolyzers.  Clean electric power is also stored in commercial sized battery storage banks.  To prevent battery overcharge, excess power is also diverted to the commercial grade electrolyzers to produce green hydrogen. 

The United States Energy Information Administration characterizes hydrogen production in the following manner:

“Electrolysis is a process that splits hydrogen from water using an electric current. Electrolysis is commonly used to demonstrate chemical reactions and hydrogen production in high school science classes. On a large, commercial scale, the process may be referred to as power-to-gas, where power is electricity and hydrogen is gas. Electrolysis itself does not produce any byproducts or emissions other than hydrogen and oxygen. The electricity for electrolysis can come from renewable sources such as hydro, solar, or wind energy. If the electricity for electrolysis is produced from fossil fuel (coal, natural gas, and petroleum) or biomass combustion, then the related environmental effects and carbon dioxide emissions are indirectly associated with electrolysis.”

The electrolyzers are powered by electricity generated by a zero-emission source (solar panels) therefore placing the Company in the forefront of the rapidly growing hydrogen manufacturing industry.

The Company intends to utilize third-party contractors to manufacture, store, and distribute the hydrogen produced using the Company’s equipment on the Company’s site.

Markets and Distribution Channels of the Company’s Products

SBU Market

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The initial market for the SBU Systems will be the intermodal railroad industry. Players in this industry haul freight by means of intermodal cargo containers and generate revenue by moving double-stacked rail cars over great distances in high quantities. It is estimated that approximately 25,000,000 containers complete hauls (point A to B is a haul) in the United States each year. The majority of freight railroads move train cars with a diesel-electric locomotive contributing to the factor that the amount of diesel fuel burned in a year is enormous and, in turn, so is the operating expense of diesel for railroads. Because these carriers are in the business of transporting massive amounts of cargo for long distances, the net cost-reduction realized by adopting solar-powered locomotives would be higher than other rail carriers.

The global diesel fuel market is expected to record $93 billion in incremental growth from now through 2024 despite societal pressure for cleaner technologies. In 2019, diesel fuel consumption by the U.S. transportation sector was about 47.2 billion gallons (1.1 billion barrels). This amount accounted for 15% of total U.S. petroleum consumption and, on an energy content basis, for about 23% of total energy consumption by the transportation sector. Increasing adoption of zero-emission technology that will allow the transportation industry a new avenue to generate energy efficiently and cost effectively will completely disrupt the market. These demand drivers coupled with the social movement for clean energy will continue to bolster the potential for Solar Intermodal and the demand for the SBU system.

In North America, freight railroads have been organized into five Class I railroads with monopolistic geographic markets. Secondary operators, known as ‘short lines’, provide additional access to various areas and contribute about 35% of revenue to the Class I railroads

A secondary market for the SBUs is electric, hybrid and hydrogen semi-truck operators. The Venus SBU is specifically designed for use on EV trucks and the hydrogen generated by the Company can be sold to hydrogen semi-trucks. This customer type values low cost and energy efficient logistics. Accessibility to effortless renewable energy generation for their operations that is able to plug into the electric truck charger receptacle would be invaluable; providing extra battery to extend the range of the vehicle lowering time and costs of shipments. The EV Truck market is even broader, with millions of independent owner-operators and thousands of fleets

The Company intends to sell the SBUs outright in addition to leasing the SBUs to railcar owners and operators for fixed terms.

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Solar-Generated Electricity Market

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The Company intends to sell the electricity generated by the on-site solar panels back to the local utility in which the Company property will lie.

As Solar Intermodal develops, the Company will install solar panel arrays to generate electricity to be sold back to the grid. The utility companies may have a renewable energy generation quota whereby a certain percentage of their electricity is generated from green sources. The Company intends to assist the utilities by providing a green source of electricity generation on the Company’s property.

Hydrogen Generated by the Company

The market for zero-emission generated hydrogen includes, but is not limited to: hydrogen fuel cell manufacturers, retail hydrogen distributors including hydrogen fueling stations (for vehicles powered by hydrogen), medical hydrogen consumers, industrial hydrogen consumers, and other commercial consumers of hydrogen.

Competing Technology

With respect to the SBU system, there is no direct competing technology or companies with a similar product to the SBUs. However, solar generated electricity and hydrogen manufacturing are relatively mature industries with many competitors for these two revenue streams.

License or Sale of the Company’s Assets 

The Company intends to operate for as long as the Board and Shareholders deem the continuation of the Company’s existence to be prudent and/or advisable. However, after the Proceeds of this Offering are used in accordance with this Offering Circular, the Board anticipates that the value of the Company will significantly increase if the Company can reach the milestones it expects to achieve. If, at such time, sale or license of the underlying assets (in this case the patent(s) and inventions) is deemed by the Board to be the most prudent path forward for the Company, then the Board may cause a sale of the assets to a third-party and liquidation of the cash reserves to the Shareholders in accordance with the Shareholders’ Agreement. Alternatively, if the Company receives a bona-fide third party offer for the purchase of a Majority of the outstanding Shares, the Board will consider such an offer and may decide that sale of the Company is in the best interests of the Company and the Shareholders.

Employees and Experience of Management

As of the date of this Offering Circular. The Company has one full-time employee. Mr. Robert Anderson. The Company intends to expand this using the Proceeds of this Offering. For a detailed description of the qualifications of the persons in management, see “Directors, Officers, Significant Employees” below.

Legal Proceedings

The Company has no legal proceedings including proceedings in bankruptcy, receivership, or similar proceedings.

Distinctive Characteristics of the Company’s Business

Solar Intermodal Corporation is a zero-emission technology company formed to satisfy an endeavor named “Project Solar Blanket”, an initiative to install solar energy devices across the United States for various industrial and commercial uses.

The current political and economic climate has made renewable and zero-emission energy attractive both financially and socially. In early 2021, President Joe Biden announced that he was implementing his “Build Back Better Plan” touting the ambitious goal of making the United States a net zero-emission country by 2050. The timing for this is very closely aligned with the Company’s stated mission statement and products. According to his website

“President Biden will make a $2 trillion accelerated investment, with a plan to deploy those resources over his first term, setting us on an irreversible course to meet the ambitious climate progress that science demands.

Biden will make far-reaching investments in:

Infrastructure: Create millions of good, union jobs rebuilding America’s crumbling infrastructure – from roads and bridges to green spaces and water systems to electricity grids and universal broadband – to lay a new foundation for sustainable growth, compete in the global economy, withstand the impacts of climate change, and improve public health, including access to clean air and clean water.

Auto Industry: Create 1 million new jobs in the American auto industry, domestic auto supply chains, and auto infrastructure, from parts to materials to electric vehicle charging stations, positioning American auto workers and manufacturers to win the 21st century; and invest in U.S. auto workers to ensure their jobs are good jobs with a choice to join a union.

Transit: Provide every American city with 100,000 or more residents with high-quality, zero-emissions public transportation options through flexible federal investments with strong labor protections that create good, union jobs and meet the needs of these cities – ranging from light rail networks to improving existing transit and bus lines to installing infrastructure for pedestrians and bicyclists.

Power Sector: Move ambitiously to generate clean, American-made electricity to achieve a carbon pollution-free power sector by 2035. This will enable us to meet the existential threat of climate change while creating millions of jobs with a choice to join a union.

Housing: Spur the construction of 1.5 million sustainable homes and housing units.

Innovation: Drive dramatic cost reductions in critical clean energy technologies, including battery storage, negative emissions technologies, the next generation of building materials, renewable hydrogen, and advanced nuclear – and rapidly commercialize them, ensuring that those new technologies are made in America.

The Company expects that, over the next four years, government support in the form of grants or subsidies will increase for the Company’s business operations.

Description of Property

The Company does not own or lease any material real or business personal property as of the date of this Offering Circular.

Management’s Discussion and Analysis Of Financial Condition

Liquidity and Capital Resources

Our primary sources of liquidity are proceeds from the issuance of common stock. For the period from January 1, 2021 (inception) to March 31, 2021, the Company raised $37,000.00 from equity related issuances (from non-related parties). Additionally, our founder and Chief Executive Officer contributed $21,966.00 in capital for corporate business expenses.

The Company has cash on hand of $17,140.00 at March 31, 2021. Although the Company intends to raise additional debt (third party and related party lenders) or equity capital (historically shareholder capital contributions), the Company expects to incur losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as the Company executes its business plan.

As of March 31, 2021, and the date of this Offering Circular, the Company does not have any material commitments for capital expenditures.

Plan of Operations and Development Schedule 

As stated above, the Company is using these Proceeds to further the development of the SBU designs as well as to engage in solar energy generation on a Company site. The following is a brief description of the milestones necessary to achieve these goals as determined by the Company:

The preceding represents the Company’s best estimate of how to move forward to achieve its intended goals in the most efficient manner. The Company intends to hire or contract qualified persons or companies when such a need arises. The Company reserves the right to change this plan of operations and schedule at any time at the sole discretion of the Company. In the Company’s opinion, the Proceeds from this Offering will satisfy its cash requirements necessary to implement the plan of operations

Directors, Officers and Significant Employees

Directors

Officers

Family relationship disclosure

There are no familial relationships between persons within the Company.

BUSINESS EXPERIENCE – DIRECTORS/OFFICERS

Robert R. Anderson, Jr. – is the founder, Chairman and CEO of Solar Intermodal Corporation. Mr. Anderson is an industrial entrepreneur, renewable energy innovator, and project manager of efficiency technology. Mr. Anderson possesses an undergraduate degree in Physics from Ramapo College of New Jersey, and a post graduate degree in Real Estate Finance from New York University. Prior to the direct public offering or private placement, Mr. Anderson is the sole owner of the Company. Solar Intermodal Corporation is a C-Corp incorporated in the State of Delaware.

Prior Five Year Work History:

Edward D. Jones & Co. L.P. | Saddle River, NJ

2017 - 2021

Financial Advisor

Citi Global Markets Inc. | New York City, NY

2006- 2017

Director - Valuation Control

BUSINESS EXPERIENCE – ADVISORY BOARD

The Company has implemented an Advisory board of experts in the field to advise the Directors on the direction of the Company. The advisory board members are compensated through a flat fee. No one on the Advisory Board has any actual business decision-making authority within the Company. The following persons are on the Advisory Board as of the date of this Offering Circular.

Dr. Gabor Laszlo - is an independent board advisor to Solar Intermodal’s Executive Board. Dr. Laszlo holds a Ph.D., MSc Statistics/Probability from the University of Calgary and a M.Sc., B.Sc. Electrical Engineering (Summa Cum Laude & Best Thesis Award) from the Technical University of Budapest.

Michael Struble - is an Advisory Board member for the Company. Michael is the owner and operator of Pristine Electric, LLC and a Licensed Master Electrician in the State of New Jersey. He has extensive experience with large-scale electrical generation projects, including solar generated electrical projects. Mr. Strubel is also well versed and experience in large scale electrical maintenance projects, including those for municipalities within the State of New Jersey. He will be advising the Board on the electrical needs of the Company’s SBU designs and the prospective Company solar leasing and generation activities.

LEGAL PROCEEDINGS

No Directors or Officers have been involved in criminal, bankruptcy, insolvency, or any other legal proceedings within the past five years.

PROVISIONS RELATED TO CHANGE IN CONTROL

At the annual meeting, the stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting. Any Director or one or more of the incumbent Directors of the Corporation may be removed from office by a vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power (or such higher amount as may be set forth in the Articles of Incorporation), in which event the vacancy or vacancies so created shall be filled by a majority of the remaining Directors.

Compensation of Directors and Officers

* This represents Mr. Anderson’s base salary.

** See below for Performance Bonus and Milestone Bonus descriptions

Aggregate (Total) Compensation for All Directors on an Annual Basis

$289,000.00

Any Changes/Increases to Executive Compensation, Planned or Anticipated

As of the date of this Offering Circular, Robert Anderson has executed an employment contract which provides for two performance based compensation arrangements: (1) the Performance Bonus, and (2) the Milestone Bonus. Please see Exhibit 6 “Employment Agreement of Mr. Robert Anderson” for a complete description of the following compensation.

Through the Performance Bonus, Mr. Anderson is entitled to participate in a bonus program calculated as a percentage of net profits based on the following schedule:

Year 1: 1% of net profits

Year 2: 2% of net profits

Year 3: 3% of net profits

Year 4: 4% of net profits

Year 5: 5% of net profits

Any year thereafter: 5% of net profits

For purposes of this Performance Bonus, “net profits” shall be determined based upon the Company’s financial statements prepared in accordance with GAAP principles.

Through the Milestone Bonus, Mr. Anderson is entitled to participate in certain annual milestone bonuses program in the form of cash pari-pasu, based on critical company achieved goals, specifically:

$100,000 cash bonus upon the completion of $50 million equity raise;

$1,000,000 cash bonus upon the achieving gross income of $100,000,000;

$2,500,000 cash bonus upon the achieving gross income of $250,000,000;

$5,000,000 cash bonus upon the achieving gross income of $500,000,000;

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

There have been three transactions that warrant description under this section:

On March 31, 2021, Robert Anderson filed an assignment with the USPTO of the U.S. Provisional Patent Application for the SBUs. This assignee was the Company.

On January 1, 2021, Robert Anderson purchased 4,550 shares of common stock for Pre-Incorporation services and capital investment rendered at the fair market value of $20,407.30. As of the Date of that transaction, this represented 100% of all outstanding stock in the Company

On March 05, 2021, the Company filed Amended Articles of Incorporation authorizing two classes of stock and memorializing a stock split of 10,000 Shares for all authorized shares. This resulted in Robert Anderson having 45,500,000 million shares from his original 4,550 shares. His proportionate ownership of outstanding stock remained unchanged after the stock split.

DESCRIPTION OF THE SECURITIES

The Company, pursuant to the Amended Articles of Incorporation, has authorized Two Hundred Ten Million (210,000,000) shares consisting of two classes, Two Hundred Million (200,000,000) shares of Common Stock and Ten Million (10,000,000) shares of Preferred Stock. The Company currently has no shares of Preferred Stock outstanding as of the date of this Offering Circular and is only offering Common Stock through this Offering. All shares have a par value of $0.0001 per Share.

Dividend rights

Dividends declared by Board

The holders of both Common Stock and Preferred Stock are entitled to dividends when declared by the Board.

Stock Dividends

If there is any stock dividend, stock split or similar other change in the character or amount of any of the outstanding Common Stock of the Company, then in such event any and all such new, substituted or additional securities to which the Shareholders are entitled by reason of their ownership of Common Stock shall be immediately subject to the terms of the Shareholders’ Agreement with the same force and effect as the shares of capital stock presently subject to the Shareholders’ Agreement.

Voting Rights

Except as otherwise provided in the Delaware Code, the holders of issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulative votes.

Voting Rights for the Sale of the Company

If at any time (i) the Company’s Board of Directors and (ii) the holders of a majority of the Shares held by all Shareholders (determined on an as-converted basis), approve a sale of all or substantially all the Company’s assets (determined on a consolidated basis) or a sale or exchange of all or substantially all the Company’s outstanding capital stock (whether by merger, sale, recapitalization, consolidation, reorganization, combination or otherwise) to any unaffiliated third party in an arm’s-length transaction (an “Approved Sale”), each Shareholder shall vote for, consent to and raise no objections against such Approved Sale and shall waive any dissenters’ rights, appraisal rights or similar rights in connection therewith. If the Approved Sale is structured as a sale of stock, each Shareholder shall agree to sell all his, her or its Shares and rights to acquire Shares on the terms and conditions approved by the Company’s board of directors. Each Shareholder shall take all necessary and desirable actions in his, her or its capacity as a Shareholder in connection with the consummation of the Approved Sale as requested by the Company (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings). 

Liquidation rights

In the event of liquidation, dissolution, or winding up of the affairs of the Company’s assets, the Common Stock and any Shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation’s assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock.

Preemptive rights

The holders of the Shares of Common Stock have no preemptive rights.

Conversion rights

The holders of the Shares of Common Stock have no conversion rights.

Redemption provisions

The holders of the Shares of Common Stock have no redemption rights.

Sinking Fund Provisions

There are no sinking fund provisions for any Company shares, Common or Preferred, in the Amended articles of Incorporation or the Shareholders’ Agreement

Liability to Future Calls

There are no future calls provisions for any Company shares, Common or Preferred, in the Amended articles of Incorporation or the Shareholders’ Agreement

Restrictions on Alienability

A Shareholder may transfer all or a portion of its Shares (i) in the case of a Shareholder that is an individual, to a spouse, sibling, lineal ancestor or descendant, natural or adopted, or to a trust or other estate planning entity for the benefit of the Shareholder or any of such persons; (ii) in the case of a Shareholder that is a Person other than an individual, to or among its Affiliates; referred to herein as “Permitted Transferees”). As a condition to any transfer the transferee must agree in writing that it and its heirs, successors and assigns, shall be subject to and bound by the provisions of this Agreement.

Rights of First Refusal from non-Permitted Transferees

If a Shareholder receives a bona fide written offer Right of first refusal first to the Company, then to the other Shareholders. If neither options are exercised, then the Shareholder may sell to the bona fide offeror. Upon purchase, the bona fide purchaser will become subject to the terms of the Shareholders’ Agreement.

Co-sale Rights of Shareholders

In the event that any Shareholder other than Robert R. Anderson proposes to dispose of Shares to a third party (other than to a Permitted Transferee), the Shareholders shall have the right to offer and sell a proportionate number of Shares to the prospective purchaser acquiring such selling Shareholder’s Shares, at the same price and on the same terms and conditions as outlined

PART F/S

Independent Auditor’s Report

Board of Directors and Stockholder Solar Intermodal Corporation Report on the Financial Statements

We have audited the accompanying financial statements Solar Intermodal Corporation (the “Company”) which comprise the balance sheet as of March 31, 2021 and the related statements of operations, cash flows and stockholder’s deficit from January 1, 2021 (inception) through March 31, 2021, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Solar Intermodal Corporation as of March 31, 2021, and the results of its operations, cash flows and stockholder’s deficit from January 1, 2021 (inception) through March 31, 2021 in accordance with accounting principles generally accepted in the United States of America.

/s/ Assurance Dimensions

Tampa, Florida April 30, 2021

Balance Sheet March 31, 2021

Assets

Liabilities and Stockholders' Equity

Statement of Operations

For the Period From January 1, 2021 (Inception) to March 31, 2021

Statement of Changes in Stockholders' Equity

 For the Period From January 1, 2021 (Inception) to March 31, 2021

 The accompanying notes are an integral part of these financial statements

Solar Intermodal Corporation Statement of Cash Flows

For the Period From January 1, 2021 (Inception) to March 31, 2021

The accompanying notes are an integral part of these financial statements

Note 1 - Organization and Nature of Operations

Organization and Nature of Operations

Solar Intermodal Corporation (collectively, “we”, “us”, “our” or the “Company”) was incorporated in Delaware on January 1, 2021. The Company is headquartered in New Jersey.

The Company is creating a market in the transition to zero-emission energy production through the industrial use of solar panels in the intermodal freight transport industry. It is also providing a means to generate zero emission clean renewable energy to the utility grid in support of other transitional alternatives such as green hydrogen.

The Company’s fiscal year end is March 31. Impact of COVID-19

The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, distribution centers, or logistics and other service providers.

In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for products and services and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly.

We have implemented adjustments to our operations designed to keep employees safe and comply with federal, state, and local guidelines, including those regarding social distancing. The extent to which COVID-19 may further impact the Company’s business, results of operations, financial condition and cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence. In response to COVID-19, the United States government has passed legislation and taken other actions to provide financial relief to companies and other organizations affected by the pandemic.

The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations.

Any resulting financial impact cannot be reasonably estimated at this time but is anticipated to have a material adverse impact on our business, financial condition, and results of operations.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Liquidity, Going Concern and Management’s Plans

These financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying financial statements, for the period ended March 31, 2021, the Company had:

Additionally, for the period ended March 31, 2021, the Company had:

The Company has cash on hand of $17,140 at March 31, 2021. Although the Company intends to raise additional debt (third party and related party lenders) or equity capital (historically shareholder capital contributions), the Company expects to incur losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as the Company executes its business plan.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve month period subsequent to the date that these financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

Note 2 - Summary of Significant Accounting Policies

Business Segments

The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company has identified one single reportable operating segment. The Company manages its business on the basis of one operating and reportable segment.

Use of Estimates

Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.

Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, is carried at historical cost. At March 31, 2021, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents.

At March 31, 2021, the Company did not have any cash equivalents.

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2020, and 2019, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the period ended March 31, 2021.

As of March 31, 2021, tax year 2021 remains open for IRS audit.

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future.

The Company did not have any potentially dilutive equity securities outstanding as of March 31, 2021.

On February 19, 2021, the Company effected a 100,000:1 forward stock split. All share and per share amounts have been retroactively restated to the earliest period presented.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent Accounting Standards

Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ equity, cash flows, or presentation thereof.

At March 31, 2021, there were no pronouncements that had an effect on the Company’s financial statements.

Note 3 – Income Taxes

The Company's tax expense differs from the "expected" tax expense for the period (computed by applying the blended corporate tax rate of 26.14% to loss before taxes), are approximately as follows:

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities at March 31, 2021 are approximately as follows:

Deferred tax assets and liabilities are computed by applying the federal and state income tax rates in effect to the gross amounts of temporary differences and other tax attributes, such as net operating loss carryforwards. In assessing if the deferred tax assets will be realized, the Company considers whether it is more likely than not that some or all of these deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which these deductible temporary differences reverse.

During the period ended March 31, 2021, the valuation allowance increased by approximately $16,000. The total valuation allowance results from the Company’s estimate of its inability to recover its net deferred tax assets.

At March 31, 2021, the Company has federal and state net operating loss carryforwards, which are available to offset future taxable income, of approximately $42,000. The Company is in the process of analyzing their NOL and has not determined if the company has had any change of control issues that could limit the future use of these NOL’s. NOL carryforwards that were generated after 2017 of approximately $42,000 may only be used to offset 80% of taxable income and are carried forward indefinitely.

These carryforwards may be subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code of 1986, and similar state provisions if the Company experienced one or more ownership changes which would limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has not completed an IRC Section 382/383 analysis. If a change in ownership were to have occurred, NOL and tax credit carryforwards could be eliminated or restricted.

If eliminated, the related asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. Due to the existence of the valuation allowance, limitations created by future ownership changes, if any, will not impact the Company’s effective tax rate.

The Company files corporate income tax returns in the United States and the State of New Jersey jurisdictions. Due to the Company’s net operating loss posture, all tax years are open and subject to income tax examination by tax authorities. The Company’s policy is to recognize interest expense and penalties related to income tax matters as tax expense. At March 31, 2021, there are no unrecognized tax benefits, and there are no significant accruals for interest related to unrecognized tax benefits or tax penalties.

Note 4 – Stockholders’ Equity

The Company has two (2) classes of stock:

Preferred Stock

Common Stock

Equity Transactions for the Period Ended March 31, 2021 Stock Issued for Cash

The Company issued 1,583,334 shares of common stock for $38,000 ($0.024/share)

Stock Issued for Services

The Company issued 500,000 shares of common stock for consulting services rendered, having a fair value of $12,000 ($0.024/share) based upon recent third party cash offerings.

Stock Issued for Services – Related Party

The Company issued 45,500,000 shares of common stock, at inception, to its founder and Chief Executive Officer, for services rendered, having a fair value of $4,550 ($0.0001/share).

Contributed Capital – Related Party

The Company’s Chief Executive Officer paid $21,966 on behalf of the Company for corporate expenses incurred.

Part III - Exhibits

Exhibit 2: Amended Articles of Incorporation and Bylaws

Exhibit 3: Shareholders’ Agreement

Exhibit 4: Subscription Agreement

Exhibit 6: Employment Agreement of Mr. Robert Anderson

Exhibit 8: Escrow Agreement

Exhibit 11: Consent of Accountant

Exhibit 12: Opinion of David LeGrand, Esq.

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Roseland, New Jersey on August 18, 2021.

(Exact name of the Issuer as specified in its Charter)

Solar Intermodal Corporation

01 Eisenhower Pkwy, Suite 300,

Roseland, New Jersey 07068

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

 s/Robert Anderson

Robert Anderson, Chief Executive Officer

(Date):August 18, 2021

Location Signed: Roseland, New Jersey

This Offering Statement has been signed by the following Directors in the capacities and on the dates indicated.

s/Robert Anderson

Robert Anderson, Chairman of the Board of Directors

(Date):August 18, 2021

Location Signed: Roseland, New Jersey

BYLAWS

OF

SOLAR INTERMODAL CORPORATION

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be maintained at such place as the Board of Directors shall determine from time to time.

Section 2. Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

Section 1. Meetings. All meetings of stockholders, for any purpose, may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. The annual meeting of stockholders shall be held on the day and at the time set by the Board of Directors, if not a legal holiday, and if a legal holiday, then on the next regular business day following, at the hour set forth in the notice thereof. At such annual meeting, the stockholders shall elect, by a plurality vote, a Board of Directors and transact such other business as may properly be brought before the meeting. Notwithstanding the foregoing, in the event that the Directors are elected by written consent of the stockholders in accordance with Article II, Section 11 of these Bylaws and the Delaware Business Corporations Act an annual meeting of stockholders shall not be required to be called or held for such year, but the Directors may call and notice an annual meeting for any other purpose or purposes.

Section 3. Notice of Annual Meeting. Written notice of the annual meeting shall be given to each stockholder entitled to vote thereat at least ten (10) days but not more than sixty (60) days before the date of the meeting. The notice must state the purpose or purposes for which the meeting is called and the time when, and the place where, the meeting is to be held.

Section 4. List of Stockholders. The officer who has charge of the stock ledger of the Corporation shall prepare and make a complete list of the stockholders entitled to vote for the election of Directors, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder, and the list shall be produced and kept at the time and place of election during the whole time thereof and be subject to the inspection of any stockholder who may be present.

Section 5. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President and shall be called by the President or Secretary at the request, in writing, of a majority of the Board of Directors, or at the request, in writing, of stockholders entitled to exercise a majority of the voting power of the Corporation. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meetings. Written notice of a special meeting of stockholders stating the purpose or purposes for which the meeting is called, time when, and place where, the meeting will be held, shall be given to each stockholder entitled to vote thereat, at least ten (10) days but not more than sixty (60) days before the date fixed for the meeting.

Section 7. Limitation on Business. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum. Stockholders of the Corporation holding at least a majority of the voting power of the Corporation, present in person or represented by proxy, regardless of whether the proxy has authority to vote on all matters, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 9. Voting Required for Action. When a quorum is present at any meeting, the stockholders holding a majority of the voting power of the Corporation present in person or represented by proxy at such meeting shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, the Bylaws of the Corporation, or an express agreement in writing, a different vote is required, in which case such express provision shall govern and control the decision of such question. Voting for Directors shall be in accordance with Article II, Section 2, of these Bylaws.

Section 10. Proxies. Except as otherwise provided in these Articles or as required by law, each stockholder shall, at every meeting of the stockholders be entitled to one (1) vote in person or by proxy for each share of stock having voting power held by such stockholder, but no proxy shall be valid after the expiration of six (6) months from the date of its execution unless (a) coupled with an interest, or (b) the person executing it specifies therein the length of time for which it is to be continued in force, which in no case shall exceed seven (7) years from the date of its execution.

Section 11. Action by Consent. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if any greater proportion of voting power is required for such action at a meeting,

then such greater proportion of written consents shall be required. In no instance where action is authorized by written consent, need a meeting of stockholders be called or noticed.

Section 12. Telephonic Meetings. Stockholders may participate in a meeting of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear one another. Participation in such meeting shall constitute presence in person at the meeting.

Section 13. Closing of Transfer Books/Record Date. The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding sixty (60) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date when any change or conversion or exchange of capital stock shall go into effect or for a period not exceeding sixty (60) days in connection with obtaining the consent of stockholders for any purpose. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a record date, not more than sixty (60) days or less than ten (10) days before the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

Section 14. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware

ARTICLE III

DIRECTORS

Section 1. Number. The number of Directors which shall constitute the whole Board shall be fixed by the Board of Directors or stockholders of the Corporation at any regular or special meeting thereof (or appropriate written consent thereby) subject to any limitations prescribed in the Articles of Incorporation. The Directors shall either be elected by written consent in accordance with Article II, Section 11 of these Bylaws or at the annual meeting of the stockholders, except as provided in Sections 2 and 3 of this Article, and each Director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders. If, for any reason, Directors are not elected by consent or at the annual meeting of the stockholders, they may be elected at a special meeting of the stockholders called and held for that purpose.

Section 2. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, and the Directors so chosen shall hold office until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3. Removal by Stockholder. Any Director or one or more of the incumbent Directors of the Corporation may be removed from office by a vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power (or such higher amount as may be set forth in the Articles of Incorporation), in which event the vacancy or vacancies so created shall be filled by a majority of the remaining Directors, though less than a quorum, as provided in Section 2 of this Article. Notwithstanding the foregoing, in the event that any class or series of stockholders is entitled to elect one or more Directors, only the approval of the holders of the applicable proportion of such class or series is required to remove such Director(s) and not the votes of the outstanding shares as a whole.

Section 4. Management of Business. The business of the Corporation shall be managed by its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 5. Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 6. Annual Meeting. The first meeting of each newly elected Board of Directors shall be held immediately following, and at the time and place as the annual meeting of stockholders or, if not so held, at such time and place as shall be fixed by the vote of the stockholders at the annual meeting. In the event that the first meeting of Directors is not held following the annual meeting of stockholders and the stockholders fail to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or as shall be specified in a written waiver signed by all of the Directors.

Section 7. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as from time to time shall be determined by the Board.

Section 8. Special Meetings. Special meetings of the Board may be called by the President on two (2) days' written notice to each Director. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of a majority of the Directors.

Section 9. Quorum and Voting. A majority of the Directors then in office, at a meeting duly assembled, shall constitute a quorum for the transaction of business, and the act of the Directors holding a majority of the voting power of the Directors, present at any meeting at which there is a quorum, shall be the act of the Board of Directors except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting

from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 10. Meetings by Consent. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all members of the Board or of such committee, as the case may be.

Section 11. Telephonic Meetings. Members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a telephone conference system or similar method of communication by which all persons participating in the meeting can hear one another. Participation in such meeting constitutes presence in person at such meeting.

Section 12. Committees. The Board of Directors, by resolution, resolutions or as set forth in these Bylaws, may designate one (1) or more committees, which, to the extent provided in the resolution, resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Each committee must include at least one Director. The Board of Directors may appoint natural persons who are not Directors to serve on any committee. Each committee must have the name or names as may be designated in these Bylaws or as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors as and when required.

Section 13. Compensation. The Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as a Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. General. Notices to Directors and stockholders shall be in writing and delivered personally or mailed to the Directors or stockholders at their addresses appearing on the books of the Corporation. Notice by mail shall be deemed to be given at the time when the same shall be mailed. Notice to Directors may also be given by telegram or by other media, including electronic mail, if the sending of notice by such other media may be verified or confirmed.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1. General. The officers of the Corporation shall be chosen by the Board of Directors and shall at a minimum consist of a President, a Secretary and a Treasurer. The Board of Directors may also choose a Chairman of the Board, Chief Operating Officer, Vice Presidents and one (1) or more Assistant Secretaries and Assistant Treasurers. Two (2) or more offices may be held by the same person.

Section 2. Appointment. The Board of Directors shall appoint the officers of the Corporation who shall hold office at the pleasure of the Board of Directors. No officer need be a member of the Board of Directors.

Section 3. Other Officers. The Board of Directors may appoint other officers and agents as it shall deem necessary who shall hold their positions for such terms and exercise such powers and perform such duties as shall be determined from time to time by the Board unless otherwise received in writing. Any such officer or agent may be removed at any time, with or without cause, by the Board of Directors unless otherwise agreed in writing.

Section 4. Compensation. The salaries and other compensation of all officers of the Corporation shall be fixed by the Board of Directors unless otherwise agreed in writing.

Section 5. Duties of President. Unless otherwise determined by the Board of Directors, the President shall be the chief executive officer of the Corporation and shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall vote or execute, in the name of the Corporation, proxies for, any securities pursuant to which the Corporation has voting rights, unless some other person is designated by the Board of Directors to execute such proxies.

Section 6. Duties of Vice President. The Vice President, if any, or if there shall be more than one (1), the Vice Presidents, in the order or seniority determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may prescribe from time to time.

Section 7. Duties of Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give or cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be.

Section 8. Duties of Assistant Secretaries. The Assistant Secretary, or if there be more than one (1), the Assistant Secretaries, in the order of seniority determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 9. Duties of Treasurer. The Treasurer shall be the chief financial officer of the Corporation and shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. The Treasurer is authorized to execute and file on behalf of the Corporation all federal tax returns and all elections under federal tax laws. If required by the Board of Directors, he shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control, belonging to the Corporation.

Section 10. Duties of Assistant Treasurers. The Assistant Treasurer, or if there shall be more than one (1), the Assistant Treasurers, in the order of seniority determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. The Assistant Treasurer is also authorized to execute and file on behalf of the Corporation all federal tax returns and all elections under federal tax laws.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the President and the Treasurer or the Secretary of the Corporation, certifying the number of shares owned by him in the Corporation. When such certificate is signed (a) by a transfer agent or an assistant transfer agent or (b) by a transfer clerk acting on behalf of the Corporation and registrar, the signature of any such President, Treasurer or Secretary may be facsimile. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, the voting powers, qualifications, limitations, restrictions, designations, preferences and relative rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided, however, that except as otherwise provided by applicable law, in lieu of the foregoing requirements, there may be set forth on the face or back of a certificate a statement directing the stockholder, officer or agent of the Corporation who will furnish such a summary or description without charge upon written request by any stockholder. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose

facsimile signature or signatures have been used thereon, had not ceased to be such officer or officers of the Corporation.

Section 2. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

Section 3. Transfers of Stock. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation may be declared by the Board of Directors out of funds legally available therefore at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation.

Section 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 3. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Seal. The corporate seal, if there be one, shall have inscribed thereon the words, “State of Delaware.”

Section 6. Captions. Captions used in these Bylaws are for convenience only and are not a part of these Bylaws and shall not be deemed to limit or alter any provisions hereof and shall not be deemed relevant in construing these Bylaws.

Section 7. Interpretations. To the extent permitted by the context in which used, words in the singular number shall include the plural, words in the masculine gender shall include the feminine and neuter, and vice versa.

ARTICLE VIII

AMENDMENTS

Section 1. Amendments. These Bylaws may be amended or repealed at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors, if notice of such alteration or repeal be contained in the notice of such special meeting.

Adopted by the Corporation on January 1, 2021

/s/ Robert R. Anderson Jr., Secretary

SHAREHOLDERS AGREEMENT 

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made effective as of March __ 2021, by and among Solar Intermodal Corporation, a Delaware corporation (the “Company”), those certain individuals listed on Schedule 1 attached hereto, referred to collectively as the “Shareholders”. 

Background 

A. Pursuant to certain subscription agreements between the Company and the Shareholders, the Company has agreed to issue up to 455 shares of common stock to the Shareholders(the “Common Stock”).  The Company plans to forward split the Shares 100,000 to one upon amending its Articles.

B. The Company and the Shareholders desire to enter into this Agreement for the purposes, among others, of (i) limiting the manner and terms by which the Shareholders’ shares of common stock and any debt or equity securities convertible into or exercisable for Common Stock (together with the Common Stock, the “Shares”) may be transferred and (ii) assuring continuity in the management and ownership of the Company. The execution and delivery of this Agreement is a condition to the Closing under the Subscription Agreements. 

In consideration of the premises and the covenants and undertakings hereinafter set forth, the parties hereto agree as follows: 

1. CAPITALIZATION. Set forth on Schedule 1 attached hereto is a list of all the Shareholders of the Company and their respective ownership of Shares. 

2. TRANSFER RESTRICTIONS ON SHARES. 

(a) General. No holder of Shares shall sell, offer, assign, pledge or otherwise dispose of any interest in any Shares (whether with or without consideration and whether voluntarily or involuntarily or by operation of law), except pursuant to (i) any sale of Shares to the public pursuant to an underwritten offering registered under the Securities Act of 1933, as amended (the “Securities Act”), or to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act or (ii) the provisions of this Section 2. 

(b) Permitted Transfers. A Shareholder may transfer all or a portion of its Shares (i) in the case of a Shareholder that is an individual, to a spouse, sibling, lineal ancestor or descendant, natural or adopted, or to a trust or other estate planning entity for the benefit of the Shareholder or any of such persons; (ii) in the case of a Shareholder that is a Person other than an individual, to or among its Affiliates; referred to herein as “Permitted Transferees”). As a condition to any transfer pursuant to this Section 2(b), the transferee must agree in writing that it and its heirs, successors and assigns, shall be subject to and bound by the provisions of this Agreement. Notwithstanding the foregoing, no party hereto shall avoid the provisions of this Agreement by making one or more transfers to Permitted Transferees and then disposing of all or any portion of such party’s interest in any such Permitted Transferee. For purposes of this Agreement, an “Affiliate” of a Person means any Shareholder, partner, member or other equity owner of such Person or any other Person directly or indirectly controlling, controlled by or under common control with such Person. “Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. 

(c) Right of First Refusal. 

(i) Notice of Offer to Sell Shares. Except as provided in Sections 2(a) and 2(b) above, if any Shareholder (such Shareholder being hereinafter referred to as the “Selling Shareholder”) shall desire to sell, exchange or in any other manner dispose of all or any of the Shares now owned or hereafter acquired by it, it must first receive a bona fide written offer from a third-party prospective purchaser to purchase such Shares, and then deliver to the Company and the Shareholders a written notice (“Notice”) containing the following information: 

(ii) First Offer to the Company. For a period of thirty (30) days after the giving of the Notice by the Selling Shareholder, the Company shall have the option to purchase all or any portion of the Shares that are proposed to be sold at the price and upon the terms and conditions set forth in the Notice. Such option shall be exercisable by written notice to the Company and the Selling Shareholder within such thirty (30) day period. A failure by the Company to give written notice of exercise within such thirty (30) day period shall be deemed a rejection by the Company of its option to purchase. 

(iii) Second Offer to the Shareholders. If the Company does not exercise its option to purchase all the Shares to which it is first entitled, each nonselling Shareholder shall then have the option to purchase its pro rata portion of the Shares that will not be purchased by the Company, at the price and upon the terms and conditions set forth in the Notice. Such option shall be exercisable by written notice to the Company, the Selling Shareholder and to each of the other nonselling Shareholders within ten (10) days after the date of express rejection by the Company or the expiration of the Company’s option to purchase such Shares, whichever is earlier. A failure by a Shareholder to give written notice of exercise within such ten (10) day period shall be deemed a rejection by such Shareholder of its option to purchase. If any nonselling Shareholder does not exercise its option to purchase all the Shares to which it is first entitled, each remaining nonselling Shareholder shall then have the option to purchase its pro rata portion of the Shares that will not be purchased, which option shall be exercisable by notice in writing to the Company, the Selling Shareholder and to each of the other nonselling Shareholders within five (5) days after the date of express rejection by such Shareholders or the expiration of the options to the Shareholders who did not elect to purchase such Shares, whichever is earlier. If more than one nonselling Shareholder exercises this option, the Shares available for purchase shall be allocated pro rata among the nonselling Shareholders desiring to purchase such Shares, which allocation shall be based on number of Shares owned by each nonselling Shareholder in relation to the total number of Shares held by all nonselling Shareholders, all determined on a fully diluted basis. 

(iii) Non-Cash Consideration for Shares. If any consideration to be received by a Selling Shareholder from a prospective purchaser of its Shares consists of property other than cash, then the Company and the Shareholders who exercise their option(s) to purchase the Selling Shareholder’s Shares, may deliver to the Selling Shareholder, in payment of the non-cash portion of the purchase price for the Shares proposed to be sold, an amount of cash equal to the fair market value of the non-cash consideration that has been offered to the Selling Shareholder. For purposes hereof, the “fair market value” of non-cash consideration shall in each case be agreed upon by the Selling Shareholder and the parties purchasing its Shares as provided in this Agreement, or, in the absence of such agreement, such “fair market value” shall be determined by an appraisal thereof by three independent qualified appraisers, one being selected by the Selling Shareholder, one being selected by the parties hereto desiring to purchase the Selling Shareholder’s Shares, and the third appraiser being selected by the two appraisers thus chosen. The cost of any such appraisal shall be borne equally by the parties to the appraisal proceeding. All decisions to be made by the parties purchasing Shares from the Selling Shareholder shall be made by the affirmative vote of those holding a majority of Shares held by all such parties. Any closing provided for herein may be extended for such reasonable period of time as may be necessary in order for a required appraisal to be completed. In the event of an appraisal pursuant to this Section 2, the parties agree to be bound thereby. 

(iv) Closings. If the Company or any Shareholder shall exercise an option to purchase granted to such parties in this Section 2, the closing of the purchase and sale transaction shall be held at the principal office of the Company on a date designated by the purchaser or purchasers, which date in no event shall be later than 90 days after the Selling Shareholder gives the Notice. If there is more than one purchaser of the Shares being sold, the Selling Shareholder may require that all purchases close concurrently on the same date. 

(v) Right to Transfer. If the Company and the Shareholders do not elect to purchase all the Shares that a Selling Shareholder desires to sell, for a period of sixty (60) days from the earlier of the date of any closing pursuant to Section 2(c)(iv) or the expiration of the last option provided for in this Section 2(c) (the “Option Period”), subject to Section 2(d) below, the Selling Shareholder shall have the right to sell the Shares covered by the bona fide offer to the prospective purchaser named in the Notice; provided, however, that the sale is made in strict accordance with the terms of sale set forth in the Notice and this Section 2. In addition, as a condition to any such sale, the purchaser of the Shares must agree in writing that it and its heirs, successors and assigns, shall be subject to and bound by the provisions of this Agreement. 

(d) Right of Co-Sale. In the event that any Shareholder other than Robert R. Anderson proposes to dispose of Shares to a third party (other than in accordance with Section 2(b)), after compliance with the provisions of Section 2(c), the Shareholders shall have the right to offer and sell a proportionate number of Shares to the prospective purchaser acquiring such Selling Shareholder’s Shares, at the same price and on the same terms and conditions as outlined in the Notice (the “Co-Sale Right”), in accordance with the following procedure: 

(e) Prohibited Transfers Void. Any purported transfer of Shares in violation of this Agreement shall be void and shall not transfer any interest or title to any Shares to the purported transferee. The Company shall not be required to transfer on its books any Shares sold or transferred in violation of any of the provisions set forth in this Agreement or to treat as owner of those Shares or to pay dividends to any transferee to whom any of those Shares shall have been so sold or transferred. 

(f) Buy-Sell Event. If the Board of Directors determines in good faith that a Shareholder’s participation as an equity Shareholder in the Company (such Shareholder, the “Subject Shareholder”) will prevent or delay the receipt of a legal or regulatory approval that is deemed by the Board of Directors to be of significant importance to the Company, the Company or its designee may purchase the Subject Shareholder’s Shares for a purchase price equal to the Fair Market Value of such Shares. For purposes of this Section 2(f), “Fair Market Value” means that amount agreed upon by the Subject Shareholder and the Company. In the absence of such an agreement, Fair Market Value shall be determined by an appraisal by three independent qualified appraisers, one being selected by the Subject Shareholder, one being selected by the Company’s Board of Directors, and the third appraiser being selected by the two appraisers thus chosen. The cost of any such appraisal shall be borne equally by the parties to the appraisal proceeding. The Company or its designee shall pay the purchase price in immediately available funds. 

3. PREEMPTIVE RIGHTS.

(a) Preemptive Rights of Shareholders. If, at any time, the Company (or any of its subsidiaries who are Affiliates) proposes to issue (except in a transaction described in Section 3(b) below) any of its equity securities (including the Shares) or any securities convertible into or having the rights to purchase any equity securities (including the Shares) to any person or entity (which may include a Shareholder) (collectively, “Equity Securities”), then, in such event, the Company shall first offer in writing to sell such Equity Securities, on the same terms and conditions as proposed by the Company to such person or entity, to each Shareholder that is an “Accredited Investor”, as such term is defined in Regulation D as promulgated under the Securities Act of 1933, as amended (each a “Potential Purchaser” and collectively, the “Potential Purchasers”). Each Potential Purchaser shall then have the option to purchase its pro rata portion of the Equity Securities proposed to be issued (based on the number of Equity Securities owned by such Potential Purchaser in relation to the total number of the Equity Securities then outstanding, all determined on a fully diluted basis, except for outstanding options), at the price and upon the terms set forth in such writing. Such option shall be exercisable by written notice to the Company for a period of fifteen (15) days from the date of such offer. A failure by a Potential Purchaser to give written notice of the exercise within such fifteen (15) day period shall be deemed to be a rejection by such Potential Purchaser of its option to purchase. To the extent that any Potential Purchaser elects not to purchase the full amount of Equity Securities it is entitled to purchase pursuant to this Section 3(a), the other Potential Purchasers’ rights to purchase Equity Securities pursuant to this Section 3(a) shall be increased, by their pro rata portion, up to the maximum quantity of each class of Equity Securities being offered by the Company. The closing of the purchase of Equity Securities by the Potential Purchasers shall take place within fifteen (15) days after the expiration of such fifteen (15) day period. The Company shall have 90 days from the later of the closing of the purchase of Equity Securities by the Potential Purchaser or the expiration of the right set forth herein to sell the unsold portion of the Equity Securities to other purchasers, but only upon terms and conditions that are in all material respects no more favorable to such purchasers or less favorable to the Company than those set forth in the Equity Securities offering. In the event that the sale of the unsold portion of Equity Securities is not consummated within such 90 day period, the Company’s right to sell such unsold Equity Securities shall be deemed to lapse, and any sale of Equity Securities without additional notice to the Potential Purchasers as provided for in this Section 3(a) shall be deemed to be in violation of the provisions of this Agreement. 

(b) Excluded Transactions. The following transactions shall be excluded from the restrictions of this Section 3: 

(i) The Common Stock issued pursuant to the Subscription Agreements; 

(ii) The issuance of up to 750,000 shares of Common Stock (or options, warrants or other purchase rights exercisable for Common Stock), as adjusted for any stock dividends, combinations, splits, recapitalizations and the like that are approved by the Company’s board of directors, to employees, consultants or directors of the Company pursuant to the Company’s 2021 Stock Incentive Plan;

(iii) A Public Offering (as defined in Section 8) of the Shares; and 

(iv) Shares issued in connection with any stock split or stock dividend paid to all Shareholders on an as-converted basis. 

4. SALE OF THE COMPANY. 

(a) If at any time (i) the Company’s board of directors and (ii) the holders of a majority of the Shares held by all Shareholders (determined on an as-converted basis), approve a sale of all or substantially all the Company’s assets (determined on a consolidated basis) or a sale or exchange of all or substantially all the Company’s outstanding capital stock (whether by merger, sale, recapitalization, consolidation, reorganization, combination or otherwise) to any unaffiliated third party in an arm’s-length transaction (an “Approved Sale”), each Shareholder shall vote for, consent to and raise no objections against such Approved Sale and shall waive any dissenters’ rights, appraisal rights or similar rights in connection therewith. If the Approved Sale is structured as a sale of stock, each Shareholder shall agree to sell all his, her or its Shares and rights to acquire Shares on the terms and conditions approved by the Company’s board of directors. Each Shareholder shall take all necessary and desirable actions in his, her or its capacity as a Shareholder in connection with the consummation of the Approved Sale as requested by the Company (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings). 

(b) The obligations of the Shareholders with respect to an Approved Sale are subject to the condition that all the holders of Common Stock shall receive the same form and amount of consideration per share of Common Stock, or if any holders of Common Stock are given an option as to the form and amount of consideration to be received, all holders shall be given the same option. 

(c) Each Shareholder shall bear his, her or its pro rata share (based upon the number of Shares held by such holder) of the costs of any Approved Sale to the extent such costs are incurred for the benefit of all holders of Shares and are not otherwise paid by the Company or the acquiring party and shall be obligated to join on a pro rata basis (based on the number of Shares held by such holder) in any indemnification or other obligations that the Shareholders agree to provide in connection with such Approved Sale (other than any such obligations that relate specifically to a Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder’s title to and ownership of Shares and other than with respect to any matters pertaining specifically to the Shareholders). 

(d) The provisions of this Section 4 shall terminate upon the consummation of a Public Offering. 

5. REPRESENTATIONS AND WARRANTIES. Each Shareholder represents and warrants that (a) this Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes the valid and binding obligation of such Shareholder, enforceable in accordance with its terms, and (b) such Shareholder has not granted and is not a party to any proxy, voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement. No holder of Shares shall grant any proxy or become party to any voting trust or other agreement that is inconsistent with, conflicts with or violates any provision of this Agreement.

6. REIMBURSEMENT. Robert R. Anderson, Jr. shall be reimbursed for reasonable expenses incurred on behalf of the Company consistent with the reimbursement policies of the Company for all employees, and shall be eligible for an annual salary for his full time efforts on behalf of the Company.

7. ENDORSEMENT ON SHARE CERTIFICATES. Upon the execution of this Agreement, the certificates of Common Stock subject to this Agreement and any other Shares of stock transferred or issued shall be endorsed as follows: 

“THE VOTING AND TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF THE SHAREHOLDERS AGREEMENT DATED AS OF MARCH __, 2021, AS AMENDED AND IN EFFECT FROM TIME TO TIME, AMONG THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE COMPANY.” 

8. TRANSFERS; FUTURE SALES; STOCK DIVIDENDS. Prior to (i) the Company issuing shares to any Person, or (ii) any holder of Shares transferring any Shares (other than pursuant to an initial Public Offering) to any Person, the Company or such holder shall cause the prospective Shareholder or transferee to be bound by this Agreement and to execute and deliver to the Company and the other Shareholders a counterpart signature page to this Agreement in the form of Exhibit A hereto. Such Shareholder or transferee of Shares held by Shareholders shall be deemed to be Shareholders hereunder in respect of those shares from and after the date such Transferee executes this Agreement. Such Shareholder or transferee of Shares held by an Shareholder shall be deemed to be an Shareholder hereunder in respect of those shares from and after the date such transferee executes this Agreement. Promptly following such action, the Company shall amend Schedule 1 attached hereto and provide such Schedule 1, as amended, to the other parties to this Agreement. If, from time to time, during the term of this Agreement there is any stock dividend, stock split or similar other change in the character or amount of any of the outstanding Common Stock of the Company, then in such event any and all such new, substituted or additional securities to which the Shareholders are entitled by reason of their ownership of Common Stock shall be immediately subject to the terms of this Agreement with the same force and effect as the shares of capital stock presently subject to this Agreement.

9. TERMINATION OF AGREEMENT. This Agreement shall terminate upon the earlier of (a) the consummation of a Public Offering of any of its Shares, or (b) the liquidation or sale of the Company (whether by sale or transfer of more than 50% of its stock through a sale or merger, or a sale of all or substantially all of its assets). For purposes of this Agreement, a “Public Offering” means any offering by the Company of its equity or debt securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as then in effect, or any comparable statement under any similar federal statute then in force (other than an offering pursuant to a registration on Form S-4, S-8 or any comparable or successor forms). An offering under Regulation A or A+ shall not be deemed a “Public Offering”)

10. AGREEMENT BINDING. This Agreement shall inure to the benefit of and be binding upon the Shareholders and each of their heirs, successors and permitted assigns. It shall also be binding upon any transferee and their heirs, successors and permitted assigns of such transferee who has received any Shares.

11. ENTIRE AGREEMENT. This Agreement and the Subscription Agreements constitute the entire agreement of the parties as to the subject matter herein contained, superseding any and all prior or contemporaneous oral and prior written agreements, understandings, letters of intent or commitment letters. 

12. AMENDMENT OR WAIVER OF AGREEMENT. Except as otherwise expressly provided herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) with the written consent of (a) the Company, (b) Shareholders holding a majority of the Shares (determined on a fully-diluted, as-converted basis) held by the Shareholders as a group, voting together as a single group, (c) all Shareholders holding a majority of the Shares (determined on a fully-diluted basis), voting together as a single group; provided, however, that no such amendment or waiver shall reduce the percentage of Shares, the holders of which are required to consent to any waiver or supplemental agreement, without the consent of the holders of all of such Shares. Any amendment or waiver effected in accordance with this Section 12 shall be binding upon each Shareholder and each transferee of the Shares. Upon the effectuation of each such amendment or waiver, the Company shall promptly give written notice thereof to the Shareholders who have not previously consented thereto in writing. Notwithstanding anything to the contrary in this Section 12, subject to compliance with the terms of this Agreement, the Company shall be entitled to include additional Shareholders as parties to this Agreement in accordance with the provisions of Section 8 above, and to treat such purchasers as Shareholders hereunder, by amending Schedule 1 attached hereto and providing such Schedule 1, as amended, to the other parties to this Agreement. 

13. NOTICES. All communications and notices provided for hereunder shall be sent by personal delivery, nationally recognized overnight courier, facsimile or registered or certified mail, to the Shareholders and the Company at their respective addresses set forth on the signature pages hereto, or to such other address with respect to any party as such party shall notify the other parties hereto in writing. Any notice required to be given hereunder by one party to another shall be deemed to have been received (i) when delivered, if personally delivered or sent via confirmed facsimile delivery; or (ii) one day following delivery to a nationally recognized overnight courier; or (iii) on the third business day following the date on which the piece of mail containing such communication is posted, if sent by certified or registered mail. 

14. GOVERNING LAW. This Agreement is made pursuant to, and will be governed by and construed in accordance with, the laws of the State of Delaware applicable to contracts executed and to be performed wholly within such state.

15. INVALIDITY. If any portion or portions of this Agreement shall be adjudged, declared, held, or ruled to be invalid for any reason, such invalidity shall not be deemed to impair the validity of any other provision of this Agreement. 

16. GENDER AND NUMBER REFERENCES. All references to any gender shall include all genders; all references to the singular shall include the plural; and all references to the plural shall include the singular, unless the context indicates otherwise. 

17. REMEDIES. The parties hereto shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights

existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Company and any Shareholder may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement. 

18. BUSINESS DAYS. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday, Sunday or legal holiday in the state in which the Company’s chief executive office is then located, the time period shall automatically be extended to the business day immediately following such Saturday, Sunday or legal holiday. 

19. DESCRIPTIVE HEADINGS, ETC. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. The use of the term “including” herein shall mean “including without limitation.” 

20. NO STRICT CONSTRUCTION. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as it was drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any of the provisions of this Agreement. 

21. COUNTERPARTS. This Agreement may be executed in multiple counterparts (including by means of telecopied signature pages), each of which shall be an original and all which taken together shall constitute one and the same agreement. 

SIGNATURE PAGE TO THE SHAREHOLDERS AGREEMENT 

DATED AS OF MARCH 28, 2021 AMONG 

SOLAR INTERMODAL CORPORATION AND ITS SHAREHOLDERS 

IN WITNESS WHEREOF, the Shareholders and the Company have signed this Agreement as of the day and year first above written. 

SOLAR INTERMODAL CORPORATION

APPROVED:

SOLAR INTERMODAL CORPORATION

A Delaware corporation

.0001 par value Common Shares

REGULATION A+ SUBSCRIPTION AGREEMENT

Investing in securities represented by the .0001 par value Common Shares (the “Common Shares”) of Solar Intermodal Corporation (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Common Shares and if a public market develops following this offering, it may not continue.

The Common Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The Common Shares have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber in connection with this offering, through the online website platform at (the “Portal”), or the SEC’s EDGAR website.

No sale may be made to persons in this offering who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this Subscription Agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of the Subscription Agreement, the Offering Circular or any of the other materials available (collectively, the “Offering Materials”) or any prior or subsequent communications from the Company or any of its affiliates, officer, employees or agents as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the Common Shares or to allot to any prospective investor less than the amount of Common Shares such investor desires to purchase.

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Common Shares shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

This Subscription Agreement (the "Agreement") is made as of the date set forth below by and between the undersigned (the "Subscriber") the Company and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the "Offering") for sale by the Company of the Common Shares as described in the Company's Offering Circular dated June 18, 2021 (the "Offering Circular"), a copy of which has been delivered to Subscriber. The Common Shares are also referred to herein as the "Securities."

ARTICLE I SUBSCRIPTION

1.01 Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Common Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Common Shares to Subscriber at a purchase price of One Dollar ($1.00) per Common Share for the total amount set forth on the Subscription Agreement Signature Page (the "Purchase Price"), subject to the Company's right to sell to Subscriber such lesser number of Common Shares as the Company may, in its sole discretion, deem necessary or desirable.

1.02 Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this Subscription is made subject to the following terms and conditions: 

(a)    Contemporaneously with the execution and delivery of this Agreement through the Platform, Subscriber shall pay the Purchase Price for the Common Shares in the form of ACH debit transfer, wire transfer, or credit card payment. Your subscription is irrevocable. The Company selected a transfer agent company (the “Transfer Agent”) to maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in its sole discretion. 

(b)   Payment of the Purchase Price shall be made by Subscriber via the Portal, and shall be received through the Transfer Agent, and shall be held in an escrow account operated by the escrow agent the Company selected to hold funds until the minimum offering amount of Two Hundred Fifty Thousand Dollars ($250,000.00) is met (the “Escrow Agent”).

(c)    This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement.

(d)   The Company shall have the right to reject this subscription, in whole or in part.

(e)    The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled.

(f)        Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Common Shares owned by Subscriber reflected on the books and records of the Company and verified by the Transfer Agent, which books and records shall bear a notation that the Common Shares were sold in reliance upon Regulation A. 

(g)       Shareholders’ Agreement. You have received and read a copy of the Company’s Shareholders’ Agreement (the “Shareholders’ Agreement”) and agree that your execution of this Agreement constitutes your consent to the Shareholders’ Agreement, and that upon acceptance of this Agreement by the Company, you will become a shareholder of the Company as a holder of .0001 par value Common Shares. When this Agreement is countersigned by the Company, the Shareholders’ Agreement shall be binding upon acceptance of your subscription.

(h)       The Platform. The Offering is described in the Offering Circular, that is available through the online website platform www.invest.solarintermodal.com, or the SEC’s EDGAR website. Please read this Agreement, the Offering Circular, and the Shareholders’ Agreement. While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

ARTICLE II REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date: 

2.01 Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber's part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies. 

2.02 Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber's representations contained in this Agreement. Subscriber is purchasing the Common Shares for Subscriber’s own account. Subscriber has received and reviewed this Agreement, The Offering Circular and the Shareholders’ Agreement. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks of an investment, to make an informed investment decision and to protect Subscriber’s own interest in connection with an investment in the Common Shares.

2.03 Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

2.04 Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a)    Subscriber is an "Accredited Investor" within the meaning of Rule 501 of Regulation D under the Securities Act; or

(b)   The Purchase Price set out below, on the signature page of this Agreement, together with any other amounts previously used to purchase Securities in this Offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice. 

2.05 Additional Subscriber Information; Payment Information. Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. Subscriber acknowledges that Subscriber’s responses to questions on the Platform (as defined in the Offering Circular) are true, complete and accurate in all respects. Payment information provided by Subscriber through the Platform is true, accurate and correct and such payment information shall be deemed to be a part of this Agreement as if and to the same extent that such information was set forth herein.

2.06 Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled "Risk Factors." Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber's advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition other than as set forth in the Offering Circular.

2.07 Neither the Company nor the Platform is an Investment Adviser. Subscriber understands that neither the Company nor the Platform is registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

2.08 Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber's investment will bear a lower valuation.

2.09 Domicile. Subscriber maintains Subscriber's domicile (and is not a transient or temporary resident) at the address shown on the signature page and provided on the Platform.

2.10 Power of Attorney. Any power of attorney of the Subscriber granted in favor of the Company contained in the Shareholders’ Agreement has been executed by the Subscriber in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

2.11 No Brokerage Fees. Other than commissions payable to the DALMORE GROUP, a licensed broker-dealer, there are no claims for brokerage commission, finders' fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

2.12 Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber's jurisdiction. 

2.13 Terms and Conditions of the Platform. Subscriber acknowledges that it has read, understands and agrees to the terms and conditions, privacy policy and disclaimers on the Platform.

2.14 Transfer Restrictions. Subscriber acknowledges and agrees that the Common Shares are subject to restrictions on transfer as described in the Shareholders’ Agreement. The Common Shares shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments):

THE SECURITIES ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY’S SHAREHOLDERS’ AGREEMENT AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD. ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID, AB INITIO.

ARTICLE III SURVIVAL; INDEMNIFICATION

3.01 Survival; Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws. 

ARTICLE IV MISCELLANEOUS PROVISIONS

4.01 Captions and Headings. The Article and Section headings throughout this Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement. 

4.02 Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03 Assignability. This Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought. 

4.04 Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. 

4.05 Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06 Entire Agreement; Amendment. This Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior

contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties. 

4.07 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted. 

4.08 Notices. All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Platform). You shall send all notices or other communications required to be given hereunder to the Company via email at invest@solarintermodal.com, with a copy sent either certified mail or another traceable form of delivery to the Company at the following address:

Solar Intermodal Corporation

101 Eisenhower Pkwy, Suite 300

Roseland NJ 07068

201-519-5501

Attention: Investor Relations.

Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of New Jersey are legally closed for business.

4.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. 

4.10 Digital Signatures. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement’s electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription Agreement will be available to both you and the Company, as well as any associated brokers, so they can store and access it at any time, and it will be stored and accessible on the Platform and hosting provider, including backups. You and the Company each hereby consents and agrees that electronically signing this Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. By signing electronically below, you agree your electronic signature is the legal equivalent of your manual signature on this Subscription Agreement you consent to be legally bound by this Subscription Agreement’s terms and conditions.

Alternatively, you may opt-out of this provision by printing a copy of this Agreement, signing it manually and returning it to the Company and, if your subscription is accepted, the Company will manually countersign it and return a countersigned copy to you via email.

4.11 Consent to Electronic Delivery of Tax Documents. Please read this disclosure about how the Company will provide certain documents that it is required by the Internal Revenue Service (the “IRS”) to send to you (“Tax Documents”) in connection with your Common Shares. A Tax Document provides important information you need to complete your tax returns. Tax Documents include Form 1099 and/or Form K-1. Occasionally, the Company is required to send you CORRECTED Tax Documents. Additionally, the Company may include inserts with your Tax Documents. The Company is required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including these corrected Tax Documents and inserts, electronically instead of in paper form. By executing this Agreement on the Platform, you are consenting in the affirmative that the Company may send Tax Documents to you electronically and acknowledging that you are able to access Tax Documents from the site. If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent. You can withdraw your consent before the Tax Document is furnished by mailing a letter including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to the Company at:

Solar Intermodal Corporation

101 Eisenhower Pkwy, Suite 300

Roseland NJ 07068

201-519-5501

invest@solarintermodal.com

If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. you must keep your e-mail address current with the Company. You must promptly notify the Company of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting the Company.

4.12 Electronic Delivery of Information. Subscriber and the Company each hereby agree that all current and future notices, confirmations and other communications regarding this Agreement, the Shareholder Agreement and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient’s change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight

courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

[SIGNATURE PAGE FOLLOWS]

SOLAR INTERMODASL CORPORSTION

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

IN WITNESS WHEREOF, Subscriber or its duly authorized representative has executed and delivered this Subscription Agreement by signing or clicking “I Agree” and has delivered the Purchase Price as of the date set forth above.

SOLAR INTERMODSL CORPORATION

SUBSCRIPTION AGREEMENT SIGNATURE PAGE (CONTINUED)

Solar Intermodal Corporation

101 Eisenhower Pkwy, Suite 300

Roseland NJ 07068

201-519-5501

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) dated as of January 1, 2021 (the “Effective Date”) is made by and between Solar Intermodal Corp., (the “Employer”) and Robert R. Anderson, Jr., (the “Employee”). The Employer and the Employee may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, the Employer is engaged in the business of renewable energy and technology related business; and

WHEREAS, the Employer desires to employ the Employee, and the Employee wishes to enter into such employment, on the terms and conditions set forth in this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement; and

NOW, THEREFORE, in consideration of the mutual acts and promises, covenants, agreements, representations, and warranties hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

The Employer hereby employs, engages, and hires the Employee on a full-time basis, and the Employee hereby accepts this employment subject to the terms and conditions of this Agreement. The Employee agrees and understands that he is an employee “at will,” and nothing herein shall be interpreted to mean that the Employee is anything other than an employee at will. The Employee’s employment may be terminated by either Party at any time pursuant to Section 10 hereof or by the Employer pursuant to Section 12.

The term of this Agreement shall begin on January 1, 2021 and continue until terminated by either Party in accordance with the provisions of Section 10 of this Agreement, by the Employer pursuant to Section 12 or by law. The period during which the Employee is employed pursuant to this Agreement shall be referred to as the “Employment Period.” The Employment Period shall commence on the date that the Employer receives the minimum capital raise amount to release escrow from sale of common shares.

3.            COMPENSATION.

Subject to the terms and conditions of this Agreement, the Employee shall be compensated for his services as follows:

The Employee’s responsibilities shall include (but shall not be limited to) the following:

The Employee shall serve as the Chairman and Chief Executive Officer of Solar Intermodal Corp. for a period no less than 5 years, unless mutually agreed to a change in term by the Board of Directors.

The role of Chairman and CEO is to assemble an executive team to serve as Board of Directors, participate in the primary capital raise to facilitate the construction of working prototypes of the various products of the company (the “Products”), and to develop a production facility or facilities to manufacture said Products. The Employee shall also serve as the visionary of Solar Intermodal Corp., through continuous invention, product development, research, market creation, and patent procurement of intellectual property to the Products.

From time to time, the Employer may revise the nature of the Employee’s Services. The Employee will promptly and faithfully comply with all reasonable instructions, directions, requests, rules, and regulations made or issued by the Employer, and the Employee will perform the Services conscientiously and in a timely manner in and to the best of the Employee’s abilities at all times, when and wherever required or desired by the Employer and pursuant to the express and implicit terms of this Agreement, to the reasonable satisfaction of the Employer. Such duties shall be rendered at a to be determined branch office and at such other place or places as the Employer shall in good faith require or as the interest, needs, business, or opportunity of the Employer shall require.

The Employee shall have access to all facilities and services suitable to his position and appropriate for the performance of his duties.

The Employer shall reimburse the Employee for all business expenses actually and properly incurred by the Employee in connection with his duties under this Agreement in accordance with the Employer’s normal policies. The reimbursement of such expenses shall be subject to the Employee’s provision to the Employer of receipts, statements, and vouchers to the Employer’s satisfaction.

During and after the Employment Period, except as permitted by the Employer or required by law, the Employee shall not divulge or appropriate to his own use or to the use of others any secret or confidential information or knowledge pertaining to or otherwise affecting the Employer’s business including but not limited to any of its

customer lists, products, services, costs, profits, markets, sales, trade secrets, or other information not readily available to the public without regard to whether any of the above will be deemed confidential, material, or important. The Parties stipulate that, as between them, such matters are important, material, and confidential and affect the effective and successful conduct of the Employer’s business, and the Employer’s good will, and that any breach of the terms of this Section 8 shall be deemed a material breach of this Agreement.

During the Employment Period and for a period of 2 years thereafter, the Employee shall not:

At the end of the Employment Period, by expiration or termination, the Employee shall not directly or indirectly engage, own, manage, control, operate, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business similar to the type of business conducted by the Employer for a period of 2 years. If the Employee actually breaches or threatens to breach the terms of this Section 10, the Employer shall be entitled to a preliminary restraining order and injunction restraining the Employee from violating its provisions. Nothing in this Agreement shall be construed to prohibit the Employer from pursuing any other available remedies for such breach or threatened breach, including the recovery of damages from the Employee.

Either Party may, at any time, with or without cause, terminate this Agreement by giving 90 days’ written notice to the other Party. If requested by the Employer, the Employee shall continue to render his services pursuant to this Agreement during such notice period and shall be paid his regular compensation until the last day of the Employee’s employment (the “Termination Date”). In the event of termination by the Company without cause, then on the Termination Date, the Employee shall be paid a severance allowance of one year’s salary plus health insurance continuation; provided, however, that any amounts outstanding or owed by the Employee to the Employer may be deducted or withheld from this severance allowance.

In the event that Employee materially breaches this Agreement or engages in criminal acts, such as embezzlement, fraud, or is convicted of any felony involving moral turpitude, then the Company may terminate this Agreement immediately and Employee shall not be entitled to any further benefits.

At the end of the Employment Period or at any time on the Employer’s request, the Employee agrees to return to the Employer, retaining no copies or notes, all documents relating to the Employer’s business including, but not limited to, reports, abstracts, lists, correspondence, information, computer files, computer disks, and all other materials and all copies of such material, obtained by the Employee during his employment with the Employer.

If an Employee is unable to perform his duties under this Agreement for a period of more than 8 consecutive weeks by reason of his illness or incapacity, the Salary thereafter payable to him during the continued period of such illness or incapacity shall be reduced by 40 percent (40%). The Employee shall be entitled to his full Salary only when he returns to full employment. Notwithstanding the foregoing, the Employer may terminate this Agreement if the Employee has been absent from his employment for a continuous period of more than 3 months, and all obligations of the Employer under this Agreement shall end on that date.

Each Party hereto shall cooperate and take such further action as may be reasonably requested by the other Party in order to carry out the terms and purposes of this Agreement and any other transactions contemplated herein.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) to the respective Party at the following address:

If to the Employer:

Solar Intermodal Corporation

101 Eisenhower Parkway

Suite 303

Roseland NJ, 07068

If to the Employee:

Robert R. Anderson, Jr.

196 Meadowbrook Ave.

Wanaque NJ, 07465

This Agreement shall apply to all work performed by the Employee for the Employer, including any of its past, present, or future affiliates or subsidiaries, and shall be binding on the Employer’s assigns, executors, administrators, and other legal representatives. This Agreement shall inure to the benefit of the Employer’s successors and assigns. The Employee acknowledges that his services are distinctive and personal, and that he therefore may not assign his rights or delegate his duties or obligations under this Agreement.

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

This Agreement shall be governed by the laws of the state of New Jersey. If litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other

expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

This Agreement constitutes the final, complete, and exclusive statement of the understanding of the Parties with respect to the subject matter hereof, and supersedes any and all other prior understandings, both written and oral, between the Parties. It may not be changed orally but only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification, extension, or discharge is sought.

Headings in this Agreement are for convenience only and shall not be used to construe meaning or intent.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

ESCROW AGREEMENT

FOR

SECURITIES OFFERING

THIS ESCROW AGREEMENT, effective as of _____________, (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 (“NCPS”) as escrow agent hereunder (“NCPS” or “Escrow Agent”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Solar Intermodal Corporation, a Delaware corporation (“Issuer”) located at 16192 Coastal Highway, Lewes, Delaware, 19958, and offices located at 101 Eisenhower Pkwy, Roseland, New Jersey 07068.

SUMMARY

A.            Issuer has engaged Broker to act as broker/dealer of record for the sale up to $5,000,000 of securities (the “Securities”) on a “best efforts” basis, in an offering pursuant to Regulation A+.

B.        In accordance with the Form 1-A (“Offering Document”), subscribers to the Shares (the “Subscribers” and individually, a “Subscriber”) will be required to submit full payment for their respective investments at the time they enter into subscription agreements.

C.        In accordance with the Offering Document, all payments in connection with subscriptions for Shares shall be sent directly to NCPS, and NCPS has agreed to accept, hold, and disburse such funds deposited with it thereon in accordance with the terms of this Escrow Agreement and in compliance with the Securities Exchange Act of 1934 Rule 15(c)2-4 and related SEC guidance and FINRA rules.

D.        In order to establish the escrow of funds and to effect the provisions of the Offering Document, the parties hereto have entered into this Escrow Agreement.

E.        The parties to this agreement agree to the Transmittal of Funds for Deposit Into the Escrow Account procedures located in Exhibit B.

STATEMENT OF AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:

1.            Definitions. In addition to the terms defined above, the following terms shall have the following meanings when used herein:

“Business Days” shall mean days when banks are open for business in the State of Delaware.

“Cash Investment” shall mean the number of Shares to be purchased by any Subscriber multiplied by the offering price per Share as set forth in the Offering Document.

“Cash Investment Instrument” shall mean an Automated Clearing House (“ACH”), made payable to or endorsed to NCPS in the manner described in Section 3(c) hereof, in full payment for the Shares to be purchased by any Subscriber.

“Escrow Funds” shall mean the funds deposited with NCPS pursuant to this Escrow Agreement.

“Expiration Date” means the date so designated on Exhibit A.

“Minimum Offering” shall mean the number Shares so designated on Exhibit A hereto.

“Minimum Offering Notice” shall mean a written notification, signed by Broker, pursuant to which the Brokershall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

“Subscription Accounting” shall mean an accounting of all subscriptions for Shares received and accepted by Broker as of the date of such accounting, indicating for each subscription the Subscriber’s name, social security number and address, the number and total purchase price of subscribed Securities, the date of receipt by Broker of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any withdrawal of such subscription by the Subscriber, any rejection of such subscription by Broker, or other termination, for whatever reason, of such subscription.

2.        Appointment of and Acceptance by NCPS. Issuer, Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.

3.        Deposits into Escrow.

a.       All Cash Investment Instruments shall be delivered directly to NCPS for deposit into the Escrow Account described on Exhibit B hereto. Each such deposit shall be accompanied by the following documents:

(1)       a report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information required for withholding purposes;

(2)       a Subscription Accounting; and

(3) written instructions regarding the investment of such deposited funds in accordance with Section 6 hereof.

ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.

b.        Broker and Issuer understand and agree that all Cash Investment Instruments received by NCPS hereunder are subject to collection requirements of presentment and final payment. Upon receipt, NCPS shall process each Cash Investment Instrument for collection, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4 hereof. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Broker of such dishonor and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof.

Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS's sole obligation shall be to notify Issuer and Broker, depending upon the source of the of the Cash Investment Instrument, of such fact and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable.

c.        All Cash Investment Instruments shall be made payable to the order of, or endorsed to the order of, “NCPS / Solar Intermodal Corp -Escrow Account,” and NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not payable or endorsed in that manner.

4.        Disbursements of Escrow Funds.

a.        Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:

(2)        Subscription Accounting Spreadsheet substantiating the sale of the Minimum

Offering and maintained by the sponsor;

(3)       Instruction Letter (as defined below); and

(4) Such other certificates, notices or other documents as NCPS shall reasonably require.

NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer, Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete.

After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promplty after receipt. Additional disbursments shall be subject to the issuer providing the following documentation:

(1)       Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS;

(3)        Such other certificates, notices or other documents as NCPS shall reasonably require.

It is understood that any ACH transaction must comply with U. S. laws and NACHA rules. However, NCPS is not responsible for errors in the completion, accuracy, or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of your funds on deposit in an external account.

b.        Rejection of Any Subscription or Termination of the Offering. No later than three (3) business days after receipt by NCPS of written notice (i) from Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer, Broker that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days, NCPS shall pay to the applicable Subscriber(s), by ACH , the amount of the Cash Investment paid by each Subscriber.

c.        Expiration of Offering Period. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received a Minimum Offering Notice on or before the Expiration Date, NCPS shall, within three (3) business days after such Expiration Date and without any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.

5.        Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions:

a.        suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of NCPS or until a successor NCPS shall have been appointed (as the case may be).

b.        petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court.

NCPS shall have no liability to Broker, Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.

6.        Investment of Funds. NCPS will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow Funds. The Escrow Funds will be held in a non-interest bearing account.

7.       Resignation of NCPS. NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving fifteen (15) business days prior written notice to the Broker and the Issuer specifying a date when such resignation shall take effect. Upon any such notice of resignation, the Broker and Issuer jointly shall appoint a successor NCPS hereunder prior to the effective date of such resignation. The retiring NCPS shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor NCPS, after making copies of such records as the retiring NCPS deems advisable. After any retiring NCPS’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was escrow agent under this Escrow Agreement. Any corporation or association into which NCPS may be merged or converted or with which it may be consolidated shall be the escrow agent under this Escrow Agreement without further act.

8.        Liability of NCPS.

a.        NCPS undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. NCPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. NCPS shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that NCPS’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or any Subscriber. NCPS’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. NCPS shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or

circumstance not specifically set forth herein. NCPS may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which NCPS shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall NCPS be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if NCPS has been advised of the likelihood of such loss or damage and regardless of the form of action. NCPS shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, NCPS shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. NCPS shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall NCPS be responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. NCPS may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

b.        NCPS is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by NCPS of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, NCPS is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if NCPS complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, NCPS shall provide the Issuer, Broker with immediate notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.

9.        Indemnification of NCPS. From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer, Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under

this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.

10.        Compensation to NCPS.

a.        Fees and Expenses. Issuer shall compensate NCPS for its services hereunder in accordance with Exhibit A attached hereto and, in addition, shall reimburse NCPS for all of its reasonable pre-approved out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Exhibit A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by Issuer upon demand by NCPS. The obligations of Issuer under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.

b.        Disbursements from Escrow Funds to Pay NCPS. NCPS is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements.

c.        Security and Offset. Issuer hereby grants to NCPS and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to NCPS and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to NCPS and the Indemnified Parties upon receipt of an itemized invoice.

11.        Representations and Warranties.

a.        Each of Broker and Issuer respectively makes the following representations and warranties to NCPS:

(1) It is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.

(2)        This Escrow Agreement has been duly approved by all necessary corporate action, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes its valid and binding agreement, enforceable in accordance with its terms.

(3)        The execution, delivery, and performance of this Escrow Agreement will not violate, conflict with, or cause a default under its articles of incorporation, articles of organization or bylaws, operating agreement or other organizational documents, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject. The execution, delivery and performance of this Escrow Agreement is consistent with and accurately described in the Offering Document as set forth in Sections 4(b) and 4(c) hereof, has been properly described therein.

       (4)        It hereby acknowledges that the status of NCPS is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that NCPS has investigated the desirability or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of NCPS has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that NCPS has agreed to serve as escrow agent for the limited purposes set forth herein.

(5)        All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposit to or disbursement from the Escrow Funds.

b.        Issuer further represents and warrants to NCPS that no party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.

c.        Broker further represent and warrant to NCPS that the deposit with NCPS by NCPS of Cash Investment Instruments pursuant to Section 3 hereof shall be deemed a representation and warranty by NCPS that such Cash Investment Instrument represents a bona fide sale to the Subscriber described therein of the amount of Securities set forth therein, subject to and in accordance with the terms of the Offering Document.

12.        Identifying Information. Issuer and Broker acknowledge that a portion of the identifying information set forth on Exhibit A is being requested by NCPS in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.

13.       Compliance with Privacy Laws. NCPS represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Data does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations. Without limiting the foregoing, NCPS shall implement administrative, physical and technical safeguards to protect Personal Data that are no less rigorous than accepted industry, and shall ensure that all such safeguards, including the manner in which Personal Data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Escrow Agreement.  NCPS shall use and disclose Personal Data solely and exclusively for the purposes for which the Personal Data, or access to it, is provided pursuant to the terms and conditions of this Escrow Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Data for NCPS’s own purposes or for the benefit of any party other than Issuer.  For purposes of this section, “Personal Data” shall mean information provided to NCPS by or at the direction of the Issuer, or to which access was provided to NCPS by or at the direction of the Issuer, in the course of NCPS’s performance under this Escrow Agreement that: (i) identifies or can be used to identify an individual (also known as a “data subject”) (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers), including the identifying information on individuals described in Section 12.

13.        Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Escrow Agreement, the parties hereto agree that the United States District Court for the State of Utah shall have the sole and exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that the Circuit Court in and for State of Utah shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.

14.        Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) to the address or facsimile number set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice.

15.        Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by Broker, Issuer and NCPS. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.

16.        Severability. To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement.

17.        Governing Law. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof.

18.        Entire Agreement. This Escrow Agreement constitutes the entire agreement between the parties relating to the acceptance, collection, holding, investment and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of NCPS with respect to the Escrow Funds.

19.       Binding Effect. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of Broker, Issuer and NCPS.

20.        Execution in Counterparts. This Escrow Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement.

21.       Termination. Upon the first to occur of the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof, this Escrow Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Funds.

22.        Dealings. NCPS and any stockholder, director, officer or employee of NCPS may buy, sell, and deal in any of the securities of the Issuer and become pecuniary interested in any transaction in which the Issuer may be interested, and contract and lend money to the Issuer and otherwise act as fully and freely as though it were not NCPS under this Escrow Agreement. Nothing herein shall preclude NCPS from acting in any other capacity for the Issuer or any other entity.

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written.

ISSUER:

By: _______________________________

Printed Name: Robert R. Anderson, Jr.

Title: CEO

Broker:

Dalmore Group LLC

By: ______________________________

Name: Etan Butler

Title: Chairman

ESCROW AGENT:

North Capital Privates Securities Corporation

By: ______________________________

Name: Linsey Harkness

Title: Director of Operations

EXHIBIT A

1. Definitions. “Minimum Offering” means $ (including offline investments) per each Series.

“Expiration Date” means twelve months from the effective date of this Agreement.

2. ACH Instructions For North Capital Private Securities, Inc.

Institution: TRISTATE CAPITAL BANK

ABA: 043019003

Account Name: North Capital Private Securities, Corp

Account Number: 0220003339

FFC: OFFERING NAME AND INVESTOR NAME

(Instructions should be requested from NCPS prior to any international wire being initiated.)

3.         NCPS Fees

Escrow Administration Fee: $500 per crowd funding sub account.

Out-of-Pocket Expenses: Billed at cost

Escrow Amendment: $100.00 per amendment

Transactional Costs: $100.00 for each additional escrow break

The Escrow Administration Fee is payable upon execution of the escrow documents. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination.

The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses and capped at $5,000.

Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.

Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, internal transfers and securities transactions.

4.        Notice Addresses.

                       If to Issuer at:

ATTN:

Telephone: ____________________

E-mail:

                      If to NCPS at:    North Capital Private Securities Corp

623 E Ft. Union Blvd, Suite 101

Salt Lake City, UT 84047

ATTN: Linsey Harkness

Telephone: (415) 937-0573

E-mail: lharkness@northcapital.com

EXHIBIT B

Transmittal of Funds for Deposit Into the Escrow Account

The Selected Dealer agrees that it is bound by the terms of the Escrow Agreement executed by North Capital Private Securities. ACH transfers are the only acceptable method of payment for this offering. ACH and transfers should be sent directly to the Escrow Agent.

The delivery instructions are as follows:

1. ACH Instructions For North Capital Private Securities, Inc.

Institution: TRISTATE CAPITAL BANK

ABA: 043019003

Account Name: North Capital Private Securities, Corp

Account Number: 0220003339

FFC: OFFERING NAME AND INVESTOR NAME

CONSENT OF INDEPENDENT AUDITOR

We consent to the use, in this Offering Circular on Form 1-A, as amended, of our independent auditor’s report dated April 30, 2021, with respect to the audited balance sheet of Solar Intermodal as of March 31, 2021, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the period from January 1, 2021 to March 31, 2021, and the related notes to the financial statements.

Very truly yours,

ASSUARANCE DIMENSIONS

/s/ Assurance Dimensions

Tampa, Florida August 18, 2021

David G. LeGrand, Attorney at Law

______________________________________

Tel. (702) 218-6736

Email: david@legrandlegal.com

3900 South Hualapai Way, Suite 128

Las Vegas, NV 89148

david@legrandlegal.com

JUNE 17, 2021

Securities and Exchange Commission

Re: Regulation A Offering of Common Shares (the “Shares”) of Solar Intermodal Corp. (“Solar”)

Ladies and Gentlemen:

We have been requested and authorized by Solar Intermodal Corp. to render this opinion in connection with its issuance of securities consisting of Common shares.

In order to render this opinion, we have also reviewed the following documents (the “Reviewed Documents”):

1.                  Solar’s Certificate of Incorporation filed with the Delaware Secretary of State On December 15, 2020 with an effective date as of January 1, 2021 as certified by the Delaware Secretary of State on April 22, 2021.

2.                  Solar’s Amendment to Articles of Incorporation filed with the Delaware Secretary of State on March 5, 2021, as certified by the Delaware Secretary of State on April 22, 2021.

Except for our review of the Reviewed Documents, we have not undertaken any independent examination of any fact or contract, agreement or other instrument that may have been executed by or may be binding on the Solar, nor have we conducted any searches of public records other than as expressly set forth herein. As to matters wherein our opinion is stated to be “to our knowledge”, “actual knowledge” or words of similar import, such knowledge does not include constructive knowledge or any information that we might have gained had we conducted further investigation.

Whenever a statement herein is qualified by the phrase “to our knowledge” or “known to

us” or a similar phrase, we have, with your consent, advised you concerning only the current actual knowledge of the facts in the possession of those attorneys who are currently members of or associated with this firm and who have performed legal services on behalf of the Solar, and which knowledge we have recognized as being pertinent to the matters set forth herein.

In such examination, I have assumed the genuineness of all signatures, the authenticity of all company records, documents, instruments and certificates submitted to us as originals and the conformity with the original company records, documents, instruments and certificates of all such records, documents, instruments and certificates submitted to me as copies. I have assumed that the Reviewed Documents were not executed or delivered under fraud, duress or mistake; provided, however, I am not aware of any facts which would cause us to believe such assumption to be incorrect; and that any photostatic copies or facsimiles of organizational documents provided to us were properly and timely filed with the governing jurisdiction.

Based on the foregoing and subject to the limitations, assumptions and exceptions expressed below, it is my opinion that:

Based on the foregoing, and qualified in the manner and to the extent set forth in this letter, I am of the opinion that:

1.                  Solar is a corporation validly existing and, based solely on the Certificate of Good Standing of Solar, in good standing under the laws of the State of Delaware and qualified to transact business and in good standing under the laws of the State of Delaware.

2.                  The Shares have been duly authorized by all necessary action on the part of Solar.

3.                  The Shares when issued for consideration shall be fully paid and non-assessable.

4.                  The opinions expressed herein are based upon the applicable laws, rules and regulations in effect and the facts in existence as of the date of this letter. In delivering this letter to you, we assume no obligation, and I advise you that I shall make no effort, to update the opinions set forth herein, to conduct any inquiry into the continued accuracy of such opinions, or to apprise any addressee hereof or their respective counsel or their respective assignees of any facts, matters, transactions, events or occurrences taking place, and of which I may acquire knowledge, after the date of this letter, or of any change in any applicable laws or facts occurring after the date of this letter, which may affect the opinions set forth herein. No opinions are offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions herein.

Very truly yours,

/s/ David G. LeGrand, Esq.