EVSE UTILIZATION ANALYSIS AND LCFS REPORTING SERVICES AGREEMENT

This EVSE Utilization Analysis and LCFS Reporting Services Agreement (this “Agreement”), dated and effective as of [DATE] (the “Effective Date”), is between:

[SERVICE PROVIDER], a Delaware corporation with its principal place of business at [ADDRESS] and a Federal Employer Identification Number of [FEIN] (“Service Provider”); and

[SELLER], a California corporation with its principal place of business at [ADDRESS] Blvd. Ste. 300 [CITY], [STATE] [ZIP] and a Federal Employer Identification Number of ___________ (“Seller”).

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

RECITALS

Seller is the exclusive owner of the rights to report data associated with certain fueling supply equipment and facilities (each a “Facility” and collectively the “Facilities”);

Seller seeks to register Facilities eligible for registration under one or more market-based incentive programs (each a “Program” and collectively the “Programs”) that are administered by governmental, quasi-governmental, or non-governmental instrumentalities (each an “Administrator”) in order to generate marketable, tradable instruments issued pursuant to such Programs (“Credits”);

Service Provider provides services for generating Credits under Programs which include the registration of fueling equipment and the reporting of data derived therefrom, and the marketing and monetization of Credits (the “Services”); and

Seller desires to engage Service Provider to provide the Services for Seller’s eligible Facilities and Service Provider 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:

Facilities and Facility Services Terms.

The Parties may agree from time to time in one or more mutually-agreed scopes of work substantially in the form of Exhibit A (each a “Scope of Work”) for Service Provider to provide the Services for Facilities identified by Seller in order to generate Credits.