SOLUTIONS SERVICES AGREEMENT

[PROJECT NAME] RFP

This Solutions Services Agreement (this “Agreement”) is entered into between [CONSULTANT NAME] (“Consultant”), a Delaware limited liability company, and the undersigned Persons (the “Counterparty”, the Counterparty and Consultant each, a “Party” and collectively, the “Parties”).

DEFINITONS: See Annex A.

SOLUTIONS SERVICES:

SERVICES: Consultant will provide the following services and deliverables to the Counterparty:

Auction Administration:

Producing asset summaries and deal pitch materials describing the asset and requested acquisition (following delivery of, and based completely on, various information provided by Counterparty to Consultant) (the “Asset Summaries”) for investors;

Shopping of the Asset Summaries, Counterparty prepared data room, and other materials to investors; and

Conducting an informal auction process for the PROJECTS.

LOIs: Formal Letters of Intent (s) or other Term Sheets for the Covered Transactions from OEG Investors.

Consultation/Discussion of Terms: Ongoing consultation with the Counterparty and its agents, employees and affiliates, to discuss, negotiate and refine indicative terms and LOIs,

PAYMENT FOR SERVICES:

Initial Payment: At the execution of this Agreement, no payment will be due from Counterparty to Consultant.