AGREEMENT FOR THE PURCHASE AND SALE

OF CALIFORNIA AIR RESOURCES BOARD COMPLIANCE INSTRUMENTS

This AGREEMENT FOR THE PURCHASE AND SALE OF CALIFORNIA AIR RESOURCES BOARD COMPLIANCE INSTRUMENTS (this “Agreement”) is made this day of , 20__ (the “Effective Date”) and entered into by and between [PARTY], an Alberta corporation having an office at [ADDRESS] (“Buyer/Seller”), and [_______________________________], a [_______________________________] corporation having an office at [_______________________________] (“Seller/Buyer”). In this Agreement, Buyer and Seller are sometimes referred to individually as a “Party” and collectively as the “Parties”).

ARTICLE I: TRANSACTION

Transaction details shall be specified in each confirmation issued pursuant to this Agreement.

Type of AB32 Compliance Instrument: (X) CCO(G)

( ) CCO(3)

( ) CCO(8)

( ) Allowance

Invalidation:

Invalidation Communication: In the event Buyer receives any communication from the ARB indicating a potential that some or all of the CCOs Delivered to Buyer have been or may be Invalidated, Buyer will notify Seller within five (5) Business Days of receipt of such communication, and reasonably cooperate with Seller, without any obligation to incur any cost or expense, to the extent Seller desires to submit additional information to ARB or take other action in order to preserve the validity of the CCOs. This obligation of cooperation shall survive termination of this Agreement for a period equal to the Timeframe for Invalidation for the applicable Contract Instruments.

Effect of Invalidation: If the ARB Invalidates all or a portion of the CCOs or Replacement CCOs Delivered to Buyer pursuant to this Agreement (and assuming Buyer is not in Default), then

Buyer shall Notify Seller of such Invalidation within twenty (20) Business Days after receiving notice of the Invalidation; and

Seller shall Deliver to Buyer within thirty (30) Business Days of notice from the Buyer pursuant to Section 1.3(b)(i) above Replacement CCOs equal to the volume and type (as set forth in the confirmation issued under Section 1.1) of the CCOs so Invalidated; provided, however, if the Compliance Instruments Invalidated are Replacement CCOs, Seller shall deliver within twenty (20) Business Days of notice from the Buyer pursuant to Section 1.3(b)(i) above Replacement CCAs equal to the volume of the Replacement CCOs so Invalidated.