[Draft]

[Date]

PROJECT DEVELOPMENT AGREEMENT

This Project Development Agreement (“Agreement”), effective as of this day of , [Date], is by and between [[COMPANY], a Delaware corporation (“[BUYER]”)], [COMPANY], a Delaware limited liability company (“[DEVELOPER A]”) and [COMPANY], a Delaware limited liability company, (“[DEVELOPER B]” and, each of [DEVELOPER B] and [DEVELOPER A], individually, a [“Developer”] and together [“Developers”]). Each of Buyer, [DEVELOPER A] and [DEVELOPER B] is sometimes referred to in this Agreement, individually, as a “Party” and, Buyer, [DEVELOPER A] and [DEVELOPER B] are sometimes referred to in this Agreement, collectively, as the “Parties.”

RECITALS

WHEREAS, pursuant to that certain Acquisition Agreement of even date herewith by and between [BUYER] and Developers, [BUYER] has acquired one hundred percent (100%) of the outstanding limited liability company membership interests in [COMPANY], a Delaware limited liability company, which owns or controls certain assets [comprising _____][that [BUYER] intends to develop into] a wind energy electric generation project located in [County], [State] (“Phase I”);

WHEREAS, Developers own one hundred percent (100%) of the outstanding limited liability company interests in [PHASE II PROJECT COMPANY], a [Delaware limited liability company], which owns or controls certain assets [comprising][that Developers intend to develop into] a wind energy electric generation project located in [County], [State] on lands adjacent to Phase I (“[PHASE II]”), as more fully described Annex I hereto (the “[PHASE II] Property”); [a wind-powered electrical generation facility and all related structures, facilities, lines, equipment, documents, permits, contracts, rights and other property, whether tangible or intangible, comprising and integrating the entirety of such facility, including, without limitation, the [PHASE II] Property and the option contracts described in Annex I hereto (the “Project”)];

WHEREAS [BUYER] and Developers wish to enter into this Agreement in order to (i) investigate further the feasibility of [PHASE II], and, if such investigations prove acceptable, to jointly participate, to various extents, in the development, financing, construction, management and operation of [PHASE II] during the term [, and, to that end, to negotiate and implement all required documentation and undertakings for [PHASE II] or, in each Party’s discretion and in accordance with the terms of this Agreement,] [to sell their respective interests in [PHASE II]] and (i) provide [BUYER] an option to acquire [PHASE II] from Developers, all on the terms and subject to the conditions set forth in this Agreement;