guarantee of origin Trade Agreement

for Single or Multiple Deliveries

THIS guarantee of origin Trade Agreement for Single or Multiple Deliveries (this “Agreement”) is made as of [__________], [_______] (the “Effective Date”) by and between [ ] (“Seller”), with its principal place of business at [Address], [City], [State] [Zip] and [COMPANY], a California Corporation (“Buyer”), with its principal place of business at [ADDRESS] (each a “Party” and collectively, the “Parties”), with reference to the following:

WHEREAS, Buyer desires to purchase, and Seller desires to sell, a Quantity of Certificates (as hereinafter defined) subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the Parties agree as follows:

Definitions and Interpretation.

Definitions.

“Affiliates” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under the common control with, such person, with “control” meaning the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

“Applicable Law” means any law, statute, statutory instrument, regulation, instruction, direction, rule or requirement (in each case) of any Governmental Authority (but, for the avoidance of doubt, only to the extent having force of law) which applies in the jurisdiction of: (i) Buyer; or (ii) Seller; including the following laws in these jurisdictions:

Directive 2009/28/EC and Directive (EU) 2018/2001 on the promotion of the use of energy from renewable sources, or any successor legislation;

national implementing legislation of the Directives listed in Section 16.4(a) thereunder;

any other national or regional legislation regulating the issuance, transfer, cancellation and use of Certificates; or

the EECS Rules.

“Business Day” means a day other than a Saturday, Sunday or public holiday in England or United States when banks in London and New York are open for business.