Exhibit 10.4

   

  September 30, 2021

   

   

  SolarCommunities, Inc.

  442 US-2

  Waterbury, Vermont 05676

  Attention: Duane Peterson, Co-President and Founder

  Email: duanepeterson@suncommon.com

  

  

  Dear Duane, James and Jeff:

   

  This first amended and restated letter agreement (this “First A&R Letter Agreement”) amends and restates, in its entirety, the Letter Agreement dated September 8, 2021 entered into in
    connection with Agreement and Plan of Merger (the “Merger Agreement”), dated as of September  9, 2021 (the “Signing Date”), is entered into among iSun, Inc., a Delaware corporation (“Parent”), iSun Residential, Inc., a Delaware
    corporation and wholly-owned subsidiary of Parent (“iSun Residential”), iSun Residential Merger Sub, Inc., a Vermont corporation and wholly- owned subsidiary of iSun Residential (“Merger Sub,” and, together with iSun Residential, the
    “Parent Subsidiaries”), and SolarCommunities, Inc. d/b/a SunCommon, a Vermont benefit corporation (the “Company”), and Duane Peterson (“Peterson”), James Moore (“Moore”), each an individual resident of the State of Vermont and Jeffrey Irish
    (‘Irish”), an individual resident of the State of Florida, solely in their individual capacity.

   

  Except as set forth herein, all capitalized terms shall have the same meanings set forth in the Merger Agreement. By signing this First A&R Letter Agreement, the parties agree as follows:

   

  1.          Pre-Closing Loan.  Parent hereby loans the following amounts to each of Duane Peterson, James Moore and Jeffrey Irish as of the date hereof.

  

  

  	
          Loan Recipient

        	
          Loan Amount

        
	 	 
	
          Duane Peterson

        	
          $963,000

        
	
          James Moore

        	
          $963,000

        
	
          Jeffrey Irish

        	
          $484,000

        
	 	 
	
          Total

        	
          $2,410,000 (the “Loan Amount”)

        


  

  2.          Capital Contribution to Company. Following receipt of the Loan Amount and prior to Closing, each of Duane Peterson, James Moore and Jeffrey
    Irish shall make a capital contribution the Company equal to their portion of the Loan Amount (the “Capital Contribution”).

   

  

  
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  3.          Employee Bonus. Parent shall issue or shall direct the Company to issue compensation to employees of the Company in an amount equal to the
    Capital Contribution, at such times and in such amounts as determined by a majority of Peterson, Moore and Irish in their sole and absolute discretion. The Company shall work with Peterson, Moore and Irish in good faith to issue such compensation in
    the form of equity incentive compensation to the extent permitted by law and regulation, including the regulations of any exchange on which the shares of Parent are listed.

  

  

  4.          Repayment of Loan.  Each of Duane Peterson, James Moore and Jeff Irish shall repay their portion of the Loan Amount to Parent at Closing by
    reduction of cash consideration due to them pursuant to the Merger Agreement and each of them consent to such reduction.

  

  

  5.          Miscellaneous.  Both parties hereto agree to take or cause to be taken such further actions, to execute, acknowledge, deliver and file or
    cause to be executed, acknowledged, delivered and filed such further documents and instruments, and to use all reasonable efforts to obtain such consents, as may be necessary or as may be reasonably requested in order to fully effectuate the purposes,
    terms and conditions of this First A&R Letter Agreement.  All notices, demands, requests or other communications which may be or are required to be given pursuant to this letter agreement shall be as set forth in the Merger Agreement.  This First
    A&R Letter Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the internal laws of Delaware without giving effect to the principles of
    conflicts of laws of any jurisdiction.  This First A&R Letter Agreement may be executed in as many counterparts as may be required. This First A&R Letter Agreement may be executed by any electronic method, and such electronic signature shall
    constitute an original.

  

  

  
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  If the foregoing First A&R Letter Agreement is acceptable to you, please so indicate by signing where indicated below.

   

                                        Very truly yours,

   

  	 	
          PARENT:

        
	 	 
	 	
          iSUN, INC.

        
	 	 
	 	
          By:

        	
          /s/ Jeffrey Peck                 

            

        
	 	 	
          Name: Jeffrey Peck

        
	 	 	
          Title: Chief Executive Officer

        


   

  	 	
          iSUN RESIDENTIAL:

        
	 	 
	 	
          iSUN RESIDENTIAL INC.

        
	 	 
	 	
          By:

        	
          /s/ Jeffrey Peck                 

        
	 	 	
          Name: Jeffrey Peck

        
	 	 	
          Title: President

        


   

  	 	
          MERGER SUB:

        
	 	 
	 	
          iSUN RESIDENTIAL MERGER SUB, INC.

        
	 	 
	 	
          By:

        	
          /s/ Jeffrey Peck                 

        
	 	 	
          Name: Jeffrey Peck

        
	 	 	
          Title: President

        


  

  

  
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          COMPANY:

        
	 	 
	 	
          SOLARCOMMUNITIES, INC.

        
	 	 
	 	
          By:

        	
          /s/ Duane Peterson               

            

        
	 	 	
          Name: Duane Peterson

        
	 	 	
          Title: Co-President

          

        
	 	 	 


  

  

  	 	
          /s/ Duane Peterson               

        
	 	
          Duane Peterson

        
	 	 
	 	
          /s/ James Moore                   

          

        
	 	
          James Moore

        
	 	 
	 	
          /s/ Jeffrey Irish                     

          

        
	 	
          Jeffrey Irish

        


  

  

   
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