LCFS CREDIT REGISTRATION

AND SALE AGREEMENT

This LCFS Credit Registration and Sale Agreement (this “Agreement”), dated and effective as of _____________, 2020 (the “Effective Date”), is between:

Buyer Group, Inc., a California corporation with its principal place of business at [ADDRESS] and a Federal Employer Identification Number of [FEIN] (“Buyer”); and

___________________, a __________ corporation with its principal place of business at ___________ and a Federal Employer Identification Number of ___________ (“Seller”).

Each of Seller and Buyer may be referred to individually as “Party” or, collectively, as “Parties.”

RECITALS

Seller is the owner of the electric vehicle charging facilities listed on Exhibit A (each a “Facility”);

Seller is seeking to register the Facilities under (i) the California Low Carbon Fuel Standard Program administered by the California Air Resources Board, (ii) the Oregon Clean Fuels Program administered by the Oregon Department of Environment, (iii) the British Columbia Low Carbon Fuel Standard Program administered by the Ministry of Energy, Mines and Petroleum Resources, and (iv) [add any other relevant programs] (where each program shall be referred to herein as an “LCFS Program” and each administration body as an “Administrator”); and

Seller desires to engage Buyer in the registration and monetization of marketable, tradable instruments under such LCFS Programs (collectively, “LCFS Credits”) and Buyer desires to engage in such role.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, and the covenants, terms, conditions and provisions of this Agreement, the parties, intending to be legally bound, hereby agree as follows:

Registration.

LCFS Registration and Reporting. For each Facility listed on Exhibit A, Buyer will serve as Seller’s designated LCFS Program reporting entity and will undertake all related quarterly and annual reporting and administrative obligations, including establishing registry accounts and pathways for eligible fueling facilities with the Administrators. For established pathways, Buyer will collect data from Seller on a quarterly basis (or as otherwise required by the LCFS Program), submit it in accordance with program requirements, and follow up with the Administrators to ensure issuance of LCFS Credits. Seller releases all rights to report and claim LCFS Credits from the Facilities under any LCFS Program during the Term (as defined in Section 7) and transfers such rights to Buyer.