Energy Purchase Agreement

ENERGY PURCHASE AGREEMENT

This Energy Purchase Agreement ("Agreement") is made and entered into as of between Seller Name: , a organized under the laws of , with principal place of business at ("Seller"), and Buyer Name: , a organized under the laws of , with principal place of business at ("Buyer").

RECITALS

WHEREAS, Seller owns, operates or has rights to electricity produced at the generating facility known as located at and capable of supplying energy as set forth herein; and

WHEREAS, Buyer desires to purchase and receive, and Seller desires to sell and deliver, electrical energy and associated attributes under the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to scheduling, delivery, metering, invoicing, environmental attribute ownership and risk allocation.

NOW, THEREFORE

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth in Appendix A or, if not defined therein, the meanings commonly used in the energy industry. For purposes of this Agreement, the following definitions apply:

"Contract Quantity" means the maximum aggregate quantity of electrical energy to be delivered by Seller and purchased by Buyer, equal to during any Contract Year unless otherwise adjusted under this Agreement.

"Delivery Point" means the point of interconnection at where title and responsibility for energy transfer to Buyer in accordance with Section 4.

2. TERM

The term of this Agreement shall commence on and continue through unless earlier terminated in accordance with the provisions of this Agreement (the "Term").

3. PURCHASE AND SALE; DELIVERY

During the Term, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all energy produced by the Facility up to the Contract Quantity and delivered to the Delivery Point in accordance with the scheduling procedures of the applicable regional transmission organization or balancing authority.

Seller shall be responsible for arranging and paying for physical delivery to the Delivery Point and for any imbalances, losses, or transmission charges on Seller's side of the Delivery Point, unless otherwise expressly provided herein.

4. PRICE; PAYMENT; PAYMENT CURRENCY

The price for energy delivered hereunder shall be dollars per MWh unless adjusted pursuant to this Agreement. All invoices and payments shall be made in .

Seller shall submit invoices to Buyer monthly based upon meter readings and confirmed deliveries. Buyer shall remit payment within days after receipt of a properly rendered invoice, subject to authorized adjustments or disputes under Section 6.

5. METERING; MEASUREMENT; SCHEDULING

Metering at the Delivery Point shall be performed by the following meter owner/operator: . Metering data shall be the sole basis for invoicing unless manifest error is established.

Parties shall comply with applicable scheduling and nomination protocols of the relevant transmission providers. Each party shall provide necessary scheduling information, including generation schedules and curtailment notices, in accordance with industry practice.

6. INVOICING; DISPUTES; SETTLEMENT

Seller shall deliver invoices to Buyer at the billing address specified in Section 14. Buyer must notify Seller in writing of any billing dispute within days of receipt. Unresolved disputes will be settled in accordance with the dispute resolution provisions herein, but payment of undisputed amounts shall not be withheld.

7. ENVIRONMENTAL ATTRIBUTES

Unless otherwise expressly agreed in writing, all environmental attributes, renewable energy certificates, emissions reductions, and similar attributes associated with the energy delivered hereunder ("Environmental Attributes") shall be . The parties shall cooperate to effectuate registration and transfer of such Environmental Attributes in the relevant tracking system.

8. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance due to Force Majeure, defined as an event beyond the reasonable control of the non-performing party, including but not limited to acts of God, war, strikes, grid blackouts, governmental orders, or severe weather. The affected party shall give prompt notice and use commercially reasonable efforts to mitigate and resume performance. Notice of a Force Majeure event must be provided within business days of its occurrence.

9. DEFAULT; REMEDIES

If a party materially defaults in the performance of any material obligation under this Agreement and fails to cure such default within days after written notice, the non-defaulting party may terminate this Agreement and pursue all remedies available at law or in equity, including damages and specific performance, subject to the limitations set forth herein.

10. INDEMNITY; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of its breach of this Agreement, negligence, willful misconduct or violation of law. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR INDEMNITY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES.

11. CONFIDENTIALITY

Each party shall keep confidential any non-public information received from the other party in connection with this Agreement and shall not disclose such information except to its officers, employees, affiliates, advisors or as required by law. Confidential information does not include information that is or becomes generally available to the public other than as a result of unauthorized disclosure.

12. ASSIGNMENT

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided that either party may assign this Agreement without consent to an affiliate or in connection with a merger, sale of substantially all assets, or financing where the assignee assumes the assigning party's obligations.

13. NOTICES

All notices under this Agreement shall be in writing and sent to the addresses specified above, or such other address as a party may designate by written notice to the other, and shall be effective upon receipt.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. This Agreement, together with all appendices and exhibits, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS PROVISIONS

The parties shall cooperate in good faith to execute any further instruments and take any further action reasonably necessary to effectuate the terms and intent of this Agreement. Headings are for convenience only and shall not affect interpretation.

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