Verified Emission Reductions

Purchase and Sale Agreement

This Verified Emission Reductions Purchase and Sale Agreement (“Agreement”) is made and entered into as of [date] (the “Effective Date”) by and between [COMPANY], a Delaware corporation with its principal place of business at [ADDRESS], [ADDRESS] (“[COMPANY]” or “Buyer”), and [COMPANY] a limited liability company with its principal place of business at [ADDRESS] (“Seller”). Each of Buyer and Seller is sometimes referred to in this Agreement as “Party” and together as “Parties.”

Recitals

A. Seller is the owner of the Verified Emissions Reductions (“VERs”, defined below) from the Anaerobic Digester Project at the [COMPANY] located in [COUNTY], in the State of [STATE] together with any improvement, betterment, modification or expansion thereof (the “Facility”).

B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, Verified Emission Reductions (as defined below) associated with the destruction of methane gas produced by the Facility (the “Project”), all subject and pursuant to the terms and conditions set forth in this Agreement.

Agreement

NOW, THEREFORE, in consideration of their mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows.

Definitions. For purposes of this Agreement, the following capitalized terms have the meanings set forth below.

“Applicable Program” means any domestic, international or foreign emissions reduction program or organization, or other similar program or organization with respect to which exists a market, registry or reporting for particular Environmental Attributes. An Applicable Program includes, without limitation, any legislation or regulation concerned with carbon or with implementing the United Nations Framework Convention on Climate Change (the “UNFCCC”) or the Kyoto Protocol to the UNFCCC or crediting “early action” with a view thereto, or laws or regulations involving or administered by any Governmental Authority, or under any present or future domestic, international or foreign Environmental Attributes or emissions trading program. Applicable Program does not include legislation providing for production tax credits or other direct third party subsidies for power generation, if any, by the Project.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions in the States of [STATE] and [STATE] are authorized or obligated by law, executive order or government decree to be closed.