[COMPANY] and [COMPANY]

Proposal for Amendment to the VERPA

This non-binding term sheet (“Term Sheet”) sets forth a summary of certain indicative terms for [COMPANY](“[COMPANY]”) and [COMPANY](“[COMPANY]”) to amend the Verified Emission Reduction Purchase and Sale Agreement dated [Date] (the “VERPA”). [COMPANY] and [COMPANY] are referred to individually as a “Party” and collectively as the “Parties.” This Term Sheet will serve as the basis for further discussions between the Parties with respect to a possible amendment of the VERPA. Any definitive agreement resulting from this Term Sheet is subject to the review and approval of each Party’s management. Any capitalized terms shall refer to the definitions in the VERPA unless otherwise defined herein. This Term Sheet is strictly confidential.

Scope | [COMPANY] and [COMPANY] shall work cooperatively to quantify and monetize Verified Emission Reductions (VERs) from Facilities located in North America that are developed, designed, constructed, owned, and/or operated by [COMPANY] or its affiliates.

Planning | [COMPANY] will support [COMPANY] in planning, developing, financing, and/or operating Facilities by:

identifying potential markets for Facility VERs, including the voluntary carbon market, California Cap & Trade, California LCFS, CORSIA, SBTi Net Zero, Gold Standard Scope 3 Value Chain Interventions, Paris Agreement Article 6, and other markets or programs as they may arise;

identifying, adapting, and/or developing quantification and verification methodologies for use under the programs above, including training [COMPANY] staff in the use or adaptation of such methodologies; and

estimating the expected quantity and value of VERs from specific Facilities using such methodologies and programs.

Monitoring, Reporting, Verification & Claims | [COMPANY] will assist [COMPANY] in validating and registering each eligible Facility to generate VERs under one or more applicable programs.

[COMPANY] will create a written monitoring plan for each Facility under each program and the Parties will work together to execute and implement such monitoring plans.

[COMPANY] will manage the periodic verification and issuance of VERs from each Facility with support from [COMPANY] and other Facility staff as needed.

[COMPANY] will support [COMPANY] and third-party buyers of Facility VERs in establishing, validating, or otherwise supporting environmental claims associated with the VERs in accordance with relevant disclosure organizations (e.g. WRI, CDP, SBTi, etc.) and, to a reasonable degree, efforts to register the Facility and/or the VERs under new standards or schemes that arise post-delivery and are relevant to desired environmental claims by third-party buyers.