I-REC Agreement FOR Single Delivery

THIS i-rec Trade Agreement for Single DeliverY (this “Agreement”) is made as of [_______] (“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] (referred to jointly as the “Parties”, and individually referred to as a “Party”), with reference to the following:

WHEREAS, the purpose of this Agreement is to set out the terms and conditions for a Transaction (as defined herein) with a single delivery date, entered into by and between Seller and Buyer, as of the verbal confirmation date set forth in Exhibit A (the “Trade Date”), pursuant to which Seller agrees to sell and transfer and Buyer agrees to buy and accept a quantity of Certificates (as defined herein).

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

DEFINITIONS AND INTERPRETATION

Definitions.

“Business Day” means a day (other than Saturday or Sunday) on which the banks in the jurisdiction of Seller and Buyer are open for general business.

“Buyer’s Account” means the “I-REC Registry Account No.” set forth in Exhibit B.

“Certificate” means a “Product Certificate” under the I-REC Code.

“Certificate Price” means the price per Certificate, as specified in Exhibit A.

“Change in Law” has the meaning set forth in Section 12.1.

“Change Order” has the meaning set forth in Section 6.6.

“Confidential Information” has the meaning set forth in Section 10.1.

“Contract Price” means the price of a Quantity of Certificates to be transferred by Seller to Buyer, as specified in Section 2.1.