BIOGAS PURCHASE AND SALE CONFIRMATION AGREEMENT

BETWEEN

[COMPANY]

AND

[COMPANY]

When fully executed, this Confirmation Agreement (“Confirmation Agreement”) shall document the negotiated transaction (the “Transaction”) between [COMPANY] Inc. (“Seller”) and [COMPANY] (“Buyer”), together the “Parties”. This Transaction is governed by the Master Biogas Purchase & Sale Agreement dated August ____, 2010, entered into between the Parties (“Master Agreement”). The definitions and provisions contained in the Master Agreement shall apply to this Confirmation Agreement; provided that, to the extent that this Confirmation Agreement is inconsistent with any provision of the Master Agreement, this Confirmation Agreement shall govern the rights and obligations of the Parties hereunder.

Conditions. This Confirmation Agreement is effective and binding as of the Execution Date. However, Buyer’s obligation to pay for Product at the Contract Price is conditioned upon: (a) receipt of CEC Approval and a Notice of such CEC Approval having been provided to and accepted by Buyer; and (b) receipt of CPUC Approval that includes a finding that Buyer’s entry into this Agreement is reasonable and that payment to be made by Buyer hereunder are recoverable in rates (“Conditions”). Until the Conditions have been satisfied, Buyer’s obligation to pay for Product shall be as set forth in Section 5 of this Confirmation Agreement. Buyer shall use commercially reasonable efforts to obtain CPUC Approval, and Seller shall cooperate with Buyer in preparing and filing documentation necessary to receive CPUC Approval, as reasonably requested by Buyer. Buyer will promptly inform Seller when Buyer has received or waived CPUC Approval. In the event CPUC Approval is not obtained within 365 calendar days from CPUC Filing Seller shall have, for a seven (7) calendar day period, the right to terminate the Transaction, in a written notice to the Buyer subject to procedures outlined in Section 9 and receive all unused Collateral as described in Section 8.6. In such event, neither Party shall have rights to any liquidation remedies noted in Section 5.2.

Transaction. This Transaction is for the purchase and sale of Product as set forth in the Agreement.

Delivery Term. Delivery of Product shall be for a period of fifteen (15) years, beginning on the Initial Delivery Date (“Delivery Term”).

4. Volume. Throughout the Delivery Term, Seller shall sell and deliver and Buyer shall buy and accept delivery of Product at the Delivery Point in amounts not to exceed a maximum volume of 500 MMBtus/day (“Maximum Volume”), provided that said amounts shall not be less than a minimum volume of 250 MMBtu/day (which is equal to 50% of the Maximum Volume) (“Minimum Volume”). Seller shall have until the Guaranteed Delivery Date to meet the Minimum Volume. Should Seller fail to deliver the Minimum Volume within such period of time, Buyer may deem such failure an Event of Default under this Agreement. If Seller is unable to deliver Product due to a Force Majeure Event, Seller may sell such Product to a third party during such period of time. To the extent such event was caused due to pipeline curtailment, Seller shall provide Buyer with documentation from Transporter(s) verifying said event. Seller shall be excused from the Minimum Volume delivery requirement on a pro-rata basis for deliveries which were prevented solely due to a Force Majeure Event.