POWER PURCHASE AGREEMENT

This Power Purchase Agreement (the “Agreement” or “PPA””) is entered into as of ___________________, 2011 (the “Effective Date”), by and between [COUNTERPARTY], a political subdivision of the State of Florida, whose address is [ADDRESS], [ADDRESS] (“[COUNTERPARTY]”), and [COMPANY], a Florida limited liability company, whose address for purposes of this Agreement is [ADDRESS] (“Seller”). [COUNTERPARTY] and the Seller are herein referred to collectively as the “Parties” and individually as a “Party.”

RECITAL

WHEREAS, Seller is the owner and operator of an electrical generation facility, which will generate electricity from methane gas produced by an anaerobic digester using waste materials provided by other Persons and [COUNTERPARTY] pursuant to the Waste Supply Agreement, as further specified in this Agreement;

WHEREAS, Seller desires to sell and deliver energy and capacity from its facility, and [COUNTERPARTY] desires to purchase the same from Seller, subject to the requirements and conditions set forth herein;

NOW THEREFORE, and in consideration of the Recitals, terms, covenants and conditions herein contained, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties agree as follows:

DEFINITIONS

Definitions. Any capitalized or abbreviated term not elsewhere defined in this Agreement shall have the definition set forth in this Section 1. As used in this Agreement, the following terms shall have the respective meanings set forth below.

“Actual Availability” has the meaning set forth in Section 5.3.1.

“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question.

“Agreement” means this Power Purchase Agreement.

“Agreement Deadline” has the meaning set forth in Section 4.4.1.

“Annual Availability Damages Cap” means an amount equal to (Designated Maximum Output multiplied by 8760) multiplied by the Contract Price multiplied by ninety (90%)) per Contract Year.

“Annual Availability Report” has the meaning set forth in Section 5.3.3.