RENEWABLE ENERGY CREDIT

PURCHASE AND SALE AGREEMENT

[Note: This form of REC Purchase and Sale Agreement may be used for Offers of RECs-only without energy from new and existing ERR facilities.]

PREAMBLE

This Renewable Energy Credit Purchase and Sale Agreement (this “Agreement”), together with the appendices and any other attachments referenced herein, is made and entered into between [COMPANY], a California corporation (“Buyer”), and [Seller], a [include place of formation and business type] (“Seller”), as of the Execution Date. Buyer and Seller hereby agree to the following:

DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings indicated herein unless expressly stated otherwise.

“Affiliate” means, with respect to any person, any other person (other than an individual) that (a) directly or indirectly, through one or more intermediaries, controls, or is controlled by such person or (b) is under common control with such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

“Agreement” is defined in the Preamble. For purposes of Article 7, the word “agreement” shall have the meaning set forth in this definition and for purposes of Section 2.9(a)(v), the word “contract” shall have the meaning set forth in this definition.

“Arbitration” has the meaning set forth in Section 9.3.

“Bankrupt” means with respect to any entity, such entity that (a) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (b) makes an assignment or any general arrangement for the benefit of creditors, (c) otherwise becomes bankrupt or insolvent (however evidenced), (d) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (e) is generally unable to pay its debts as they fall due.

“Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday and shall be between the hours of 8:00 a.m. and 5:00 p.m. local time for the relevant Party’s principal place of business where the relevant Party, in each instance unless otherwise specified, shall be the Party from whom the Notice, payment or delivery is being sent and by whom the Notice or payment or delivery is to be received.

“Buyer” has the meaning set forth in the Preamble.