RENEWABLE ENERGY CREDIT MANAGEMENT AGREEMENT

THIS RENEWABLE ENERGY CREDIT MANAGEMENT AGREEMENT (“Agreement”), dated as of [DATE] (“Effective Date”), is entered into by and between [COMPANY], a [STATE] limited liability company (“EM”) and [COMPANY], an [STATE] limited liability company (“[COMPANY]”). EM and [COMPANY] may be referred to individually as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, [COMPANY] owns a [___] megawatt (MW) [___] anaerobic digestion biogas power project located in [CITY], [STATE] with an expected commercial on-line date of [___] (together with any subsequent expansions, the “Facility”);

WHEREAS, the Facility will generate RECs (as defined in Section 1 below); and

WHEREAS, [COMPANY] desires to retain EM for renewable attributes-related services for the Facility, and EM desires to be so engaged in accordance with the terms herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, in reliance on the mutual conditions, covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Definitions. Capitalized terms used in this Agreement shall have the meanings provided herein.

“Applicable Law” means all legally binding constitutions, treaties, statutes, laws, ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to the Applicable Program or any one or both of the Parties or the terms hereof.

“Applicable Program” means, as chosen by EM, an existing or future domestic, international or foreign renewable energy standard, program, scheme or organization, adopted or approved by a Governmental Authority or other body, or other similar program with respect to which exists a market, registry or reporting for RECs. An Applicable Program may include, but is not limited to, any state’s renewable energy portfolio standard (“RPS”), ERCOT, M-RETS, NEPOOL GIS, PJM GATS, WREGIS, NAR, and/or Green-e Energy.

“Governmental Authority” means any international, national, federal, provincial, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any Applicable Laws and includes any department, commission, bureau, board, administrative agency or regulatory body of any government.

“REC” or “Renewable Energy Credit” means any renewable energy certificate or green tag, howsoever entitled or named, resulting from, attributable to, or associated with the generation of energy by the Facility, other than the electric energy produced, pursuant to any international, federal, state or local legislation or regulation that is required for such renewable energy certificate or green tag to be certified under the Applicable Program, where one (1) REC is derived from one (1) megawatt hour (MWh) of renewable generation. For the avoidance of doubt, RECs do not include Production Tax Credits.