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] (“Seller”) and [COMPANY] (“Buyer”), together the “Parties”. This Transaction is governed by the Master Biogas Purchase and Sale Agreement dated ____ May 2011 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.

1. Condition

(a) This Confirmation Agreement is effective and binding as of the latest signature date found in the signature block of this Confirmation Agreement. However, Buyer’s obligation to receive and pay for Product as set forth herein is conditioned upon receipt of CPUC Approval (“Condition”). Until the Condition has been satisfied, Buyer’s obligation to pay for Product shall be as set forth in Section 5 of this Confirmation Agreement.

(b) 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.

(c) In the event CPUC Approval is not obtained within three hundred and sixty five (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 of this Confirmation Agreement, and Buyer shall return all unused Collateral as described in Section 8.6 of the Master Agreement. In such event, neither Party shall have rights to any liquidation remedies noted in Section 5.2 of the Master Agreement.

(d) In the event CPUC Approval is not obtained within five hundred and forty (540) calendar days from CPUC Filing, either Seller or Buyer shall have, at their sole discretion, the right to terminate the Transaction, in a written notice to the other Party, subject to procedures outlined in Section 9 of this Confirmation Agreement and Buyer shall return all unused Collateral as described in Section 8.6 of the Master Agreement. In such event, neither Party shall have rights to any liquidation remedies noted in Section 5.2 of the Master Agreement.