ENERGY MANAGEMENT AGREEMENT

This Energy Management Agreement, dated as of _________________ (the “Effective Date”), between [COMPANY], a California S corporation (“[COMPANY]”), and _________________ (“Client”). Client and [COMPANY] are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS [COMPANY], is a certified California Independent System Operator (“CAISO”) Scheduling Coordinator (“SC”).

WHEREAS, Client owns, contracts for, or is constructing assets as described in Exhibit A (“Assets”).

WHEREAS, Client desires to retain the services of [COMPANY] for providing Services as described in this Agreement.

WHEREAS, Client desires [COMPANY] to perform the scheduling and dispatch of Client’s Assets, including but not limited to, developing and implementing bidding and scheduling procedures for CAISO-administered markets, financial settlement with CAISO, and any other scheduling and dispatch services related to the provision of Energy, Capacity, Environmental Attributes or Ancillary Services from the Facility, in each case as set forth in this Agreement.

NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein and made a part of this Agreement and the mutual covenants, undertakings and conditions set forth below, the Parties agree as follows.

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1. Definitions. The following terms when used herein shall have the meaning set forth below. Capitalized terms used and not otherwise defined in this Agreement shall have the meaning set forth in the CAISO Tariff.

“Affiliate” means, in relation to any named Person, (a) any other Person that controls, is under the control of, or is under common control with the named Person and (b) any Person that, directly or indirectly, is the beneficial owner of 50% or more of any class of equity securities of, or a membership, joint venture, partnership or other ownership interest in, a named Person or of which the named Person is directly or indirectly the owner of 50% or more of any class of equity securities or other ownership interest. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether by ownership of capital stock, contract or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, (i) the Parties shall not be considered Affiliates of each other and (ii) a tax equity investor shall not constitute an Affiliate of Seller solely by virtue of its tax equity investment.

“Agreement” means this Energy Management Agreement, as it may be amended from time to time in accordance with the provisions hereof