1 REC = 1 MWh

IN WITNESS WHEREOF, the parties understand and agree to be bound by the above and to the Terms and Conditions as set forth in this Amended and Restated Purchase and Sale Agreement amended to reflect changes to the Reporting Year, Unit Price, and Total Contract Value of the Agreement executed on [DATE], and any Exhibits attached hereto.

PURCHASE AND SALE. [COMPANY] (“[COMPANY]” or “Seller”) agrees to sell and Buyer identified above agrees to purchase Environmental Products as described within this Amended and Restated Purchase and Sale Agreement together (if applicable) with the Buyer’s Purchase Order (accepted for invoicing purposes only and expressly excluding any terms and conditions therein), attached hereto and/or incorporated herein by reference (collectively, the “Agreement”) under the terms and conditions described below. Both parties shall be permitted to reference the existence of this Agreement. Pricing shall be kept confidential for a period of three (3) years.

SPECIFICATIONS AND ENVIRONMENTAL PRODUCTS. Environmental Products shall meet the requirements of the Applicable Standard(s) specified in the Agreement. Environmental Products shall be comprised of one more of the following as further defined in Section 3 (Definitions): (a) Renewable Energy Certificates (“REC”); or (b) Carbon Offset Products (“Offset”), each an “Environmental Product” and collectively the “Environmental Products”).

DEFINITIONS. The following capitalized terms have the following meanings in this Agreement:

“Applicable Standard” means the international, state, federal, mandatory or voluntary standard(s) or set of rules specified in the Agreement which must be met by the Environmental Product to be delivered to Buyer.

“Attestation Form” as it applies to Green-e Energy Certified RECs, shall mean the Green-e Energy Renewable Attestation from Wholesale Provider of Renewable Energy Certificates as found here: https://www.green-e.org/docs/energy/verification/Green-e%20Energy%20Wholesale%20Attestation.doc. A similar document issued by [COMPANY] shall be used for Carbon Offset and other REC deliveries where the Applicable Standard is not Green-e Energy or Climate.

“Carbon Offset” means a one metric ton Carbon Dioxide Equivalent (MtCO2e) greenhouse gas reduction which meets the requirements of the Applicable Standard.

“Renewable Energy Certificate” or “REC” means the non-energy attributes associated with one megawatt hour (“MWh”) of energy as defined under the Applicable Standard.

“Reporting Year” means a year or other period of time specified by the Applicable Standard toward which eligible Environmental Products may be applied or claimed. For Green-e Energy and Climate transactions, this is also the auditing year in which [COMPANY] will have the delivered Environmental Product certified.