This template should be used as a starting point and modified based on the specific circumstances of your deal as well as the needs of your organization. We’ve included annotations for your convenience that can be used for reference. This template does not, and is not intended to, provide legal advice. Please talk with a lawyer licensed to practice in your jurisdiction before using or relying on this template.

Carbon Removal Offtake Agreement[Carbon Supplier] between [Buyer] and

THIS CARBON REMOVAL OFFTAKE AGREEMENT[Date] (the “Agreement”) is made as of [Carbon Supplier] (the “Effective Date”) between (“Carbon Supplier”)¹¹ and [Buyer]Carbon Supplier (“Buyer”). Buyer and may be referred to herein collectively as the “Parties,” or individually as a “Party.”

WHEREAS, the removal and storage of greenhouse gasses, including carbon dioxide (“CO₂”), from the atmosphere has been recognized as a critical component of mitigating global warming;

WHEREAS, scalable and permanent carbon removal and storage technologies and projects (“CRU Projects”) can benefit from multi-year offtake agreements;

WHEREAS, Carbon SupplierBuyer has proposed to Exhibit B the operation of a project intended to remove greenhouse gasses from the atmosphere, as further described in (Project Description) (the “Project”);

WHEREAS, Carbon SupplierCRUs wishes to sell Environmental AttributesCO₂e representing ProjectBuyer associated with removal and storage of greenhouse gasses, expressed in metric tons of CRUsProject, generated by the Carbon SupplierAgreement, and wishes to purchase generated by the from , in accordance with the terms of this ; and

WHEREAS, the PartiesAgreement desire to enter into this in order to set forth their respective rights and obligations with respect to the transactions contemplated hereby.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

Definitions and Interpretation

Definitions. Capitalized terms not otherwise defined in this AgreementExhibit A shall have the meanings assigned to them in (Definitions).

Interpretation. When a reference is made in this AgreementAgreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this AgreementAgreement, unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this AgreementAgreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “herein,” “hereunder” and words of similar import when used in this AgreementPerson shall refer to this Business DayBusiness Day as a whole and not to any particular provision of this . The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” Words in this describing the singular number shall be deemed to include the plural and vice versa. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein shall mean such agreement, instrument or statute as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a are also to its permitted successors and assigns. References to “days” are to calendar days unless otherwise indicated; provided, that any action otherwise required to be taken on a day that is not a shall instead be taken on the next . Unless otherwise specifically indicated, all references to “dollars” and “$” are to U.S. dollars.

TermConditions Precedent, Commercial Operation [, ]²² and Delivery

Term. This AgreementEffective Date is effective as of the CRUsContract Year and shall continue in effect until the date that the Exhibit D for the final identified in (Quantity and Price by Year) have been DeliveredBuyer to TermParties (the “Term”), unless earlier terminated pursuant to the terms hereof. The TermParties may be extended or renewed if both TermCRUs agree in writing at least thirty (30) days in advance of the expiration of the then current DeliveredAgreement to a specified time period for such extension or renewal. For clarity, unless otherwise agreed by the , an extension or renewal of the shall not affect the volume of required to be or purchased under this pursuant to the applicable provisions hereof, including this Article 2.

Delivery.

Delivery Volumes. The PartiesProject acknowledge that the CRUsContract Year may generate a number of Annual CRU TargetContract Year in a given PartiesExhibit D that is greater than or less than the for such . If, in connection with any such delivery volume change, the agree to update (Quantity and Price by Year) in accordance with this AgreementExhibit D, (Quantity and Price by Year) may be deemed replaced by such updated Exhibit DBuyer if BuyerContract Year consents to such replacement. Contract QuantityContract Year’s “Proportionate Share” in a given Annual CRU TargetContract Year is equal to (i) the Exhibit D for such divided by (ii) the for such as set forth on .

1. Delivery Surplus. In the event the ProjectCRUs generates a number of Contract YearAnnual CRU Target in a given Contract YearProject that is greater than the BuyerProportionate Share for such Excess CRUsSection 5.2 whether due to expansions or modifications of the BuyerCRUs or any other reason (“Excess CRUs”), Exhibit D shall have the right, but not the obligation, to purchase its of such as set forth in . For the avoidance of doubt, shall have no obligation to acquire in excess of the annual or aggregate Contract Quantities set forth on (Quantity and Price by Year) for a given Contract YearTerm or over the , respectively.

2. Delivery Shortfall. In the event the ProjectCRUs generates a number of Contract YearAnnual CRU Target in a given Contract YearCarbon Supplier that is less than the BuyerProportionate Share for such CRUsContract Year (a “Delivery Shortfall”), Contract YearDelivery Shortfall shall deliver to Carbon SupplierBuyer its RepresentativeBuyer of the RepresentativeContract Years produced in such BuyerTotal Contract Quantity. For each TermBuyer in which there is a ProjectCRUs, Minimum Quantity DeficitBuyer shall provide a written explanation of such shortfall to Section 8.2Buyer CRUsAgreement and, if requested by ProjectCRUs Total Contract QuantityMinimum Quantity, shall use reasonable efforts to remedy such shortfall (including, where feasible, by proposing revised Contract Quantities in subsequent such that receives its over the ), subject to ’s written approval in its sole discretion. In the event the generates a number of that results in a , may exercise its rights in accordance with . For the avoidance of doubt, shall have no obligation to purchase any after the expiration or termination of this in accordance with its terms, whether or not the generates sufficient to satisfy the or .

1. Protocol. Carbon SupplierBuyer shall have provided to CRUsAgreement a protocol describing the metrics and methods of quantification and verification and other information applicable to the generation of ProtocolCRU under this CRUsProject (the “Protocol”). The CRUsCRU shall: (i) provide an overview of the system-level boundaries for what emissions are included (and excluded) in the AgreementProject calculation; (ii) provide for quantitative estimation, measurement, monitoring and verification of the ProtocolCRUs generated by the CRUsEnvironmental Attributes; (iii) describe the sources, methods and instruments used to establish that such ProjectCRUs meet the requirements for a Carbon SupplierProject under this ProjectLaws using the highest verification standards that are feasible for the CRU IssuerBuyer to achieve and publicly available at the time such RepresentativeCarbon Supplier is adopted; (iv) ensure that the Effective DateTarget Commencement Date do not result from, or cause, “double counting” of ProtocolBuyer or other RepresentativeProtocol; (v) describe any uncertainties associated with net carbon removal and storage, estimate those uncertainties according to best practices, and adjust estimates of net removal and storage of the BuyerExhibit F and the number of expected to be generated accordingly; (vi) if appropriate, include a storage monitoring plan and plan for addressing reversals; (vii) establish the procedures by which will mitigate or control any and all health and ecosystem safety risks associated with the ; (viii) require that the complies with applicable ; (ix) incorporate the requirements of any applicable ; and (x) contain such other information as ’s may reasonably request. shall have (A) attached a preliminary form of the protocol to this agreement as of the and (B) proposed, no later than sixty (60) days prior to the , a final form of as approved in writing by ’s . The final, agreed shall be delivered to and (Protocol) shall be deemed replaced by such Protocol.

2. CRU Issuer. The ProjectCRUs and ProjectCRU to be generated from the CRUAgreement shall have been approved by the applicable CRU IssuerProtocol issuer as eligible for registration on a public registry from a BuyerRepresentative issuer that (i) engages a third party verifier having relevant experience, capabilities, certifications and capacity to provide the services contemplated to be provided by such verifier under this , including any such services or functions required by the to assess compliance with the , as applicable (a “Verifier”) and (ii) has been approved in writing by ’s (the “CRU Issuer”).

3. Engagement of Independent Expert. Carbon SupplierIndependent Expert shall have entered into an agreement with an BuyerRepresentative in a form reasonably acceptable to ’s .

4. Project Documents. Carbon SupplierBuyer shall have provided to [relevant local regulators] [and, with respect to clause (iv) only, ,]⁴⁴ the following documents, each in a form reasonably acceptable to BuyerRepresentative’s :

   1. A document that includes a detailed description of the planning of the ProjectProtocol and how it meets the requirements of the CRU IssuerVerifier and any applicable VerifierProject Design Document (the “Project Design Document”), together with written confirmation from the that the has approved such ;
   2. A community benefits plan that includes (A) a detailed description of initiatives for community and labor engagement and environmental justice on an ongoing basis with relevant stakeholders, (B) a workforce development program, and (C) a diversity, equity, and inclusion (DE&I) policy and summary of plans to foster a welcoming and inclusive work environment for underrepresented groups (the “Community Benefits Plan”). The Community Benefits PlanExhibit C shall be in the form outlined in (Community Benefits Plan);
   3. A document that sets forth the number of CRUsProject expected to be generated by the Contract YearTerm for each Annual CRU TargetsContract Years during the Independent ExpertAnnual CRU Targets (each, an “Annual CRU Target” and the sum of the for all such , the “Aggregate CRU Target”), together with written confirmation from the that the are accurate and technically feasible [; and]
   4. [An ecosystem safety plan that includes (i) standard operating procedures for safe handling and spill prevention for feedstock, by-product, and waste materials; (ii) hazard analysis and relevant disaster management plans; (iii) decommissioning plan; (iv) potential ecosystem impacts list and thresholds for action; and (v) ongoing risk monitoring plan (the “Ecosystem Safety Plan”), to be deemed attached as Exhibit PEcosystem Safety Plan (BuyerBuyer) when delivered to Representative and accepted by ’s ].⁵⁵

5. Compliance with Agreement. As of the Commencement DateCarbon Supplier, the representations and warranties of Carbon SupplierCarbon Supplier set forth herein shall be true and accurate in all material respects, and shall have complied in all material respects with all covenants and agreements of set forth herein.

6. Officer’s Certificate. Carbon SupplierBuyer shall have delivered to Exhibit J a certificate in the form attached hereto as (Form of Commencement Date Certification) signed by an authorized officer of Carbon SupplierConditions Precedent certifying that all Commencement Date have been satisfied or waived and proposing a (the “Commencement Date Certification”).

7. [Achievement of Milestones. Carbon SupplierProject shall have completed each of the planning and development milestones related to the by the dates specified below: (i) [________________] ]⁶⁶

8. [Affiliate Projects.

   1. On [the Effective Date][TopCo], Buyer[_] shall have executed and provided to New Project ROFO AgreementBuyer the agreement set forth in Exhibit CRUsEnvironmental Attributes (Form of [TopCo]Affiliates), that provides a right of first offer to TermAgreement for the purchase of [TopCo]New Project ROFO Agreement or other Condition PrecedentSection 2.4(h) that are offered for sale by New Project ROFO Agreement[TopCo] or any of its Buyer[TopCo] during the of this (the “New Project ROFO Agreement”). Such execution by of the shall satisfy the set forth in this . The , when executed by and , shall supersede the obligations of under Article 5 (Right of First Offer) of this AgreementCarbon Supplier (but not its successors or assigns who may become the AgreementSection 7.11 under this [TopCo]Buyer pursuant to New Project ROFO AgreementBuyer (Transfer, Sale, and/or Assignment)), unless New Project ROFO Agreement[TopCo] and [TopCo]Buyer agree otherwise. Upon execution of the by , the executed provided by shall be binding on and .⁷⁷

   2. On the Effective Date[TopCo], BuyerExhibit N shall have executed and provided to the agreement set forth in (Form of Guaranty) in favor of Buyer[TopCo]. Such execution by Condition PrecedentSection 2.4(h)(ii) of such guaranty agreement shall satisfy the set forth in this .]⁸⁸

Physical Settlement; Forward Contract. Each PartyAgreement intends that (a) this AgreementParty and each transaction hereunder meets the criteria for the exclusion from the definition of “swap” set forth in 7 U.S.C. §1(a)(47)(B)(ii) and (b) the transactions contemplated under this AgreementAgreement be physically settled. Each Agreement further intends that (i) this and all transactions hereunder constitute a single integrated “forward contract” under the U.S. Bankruptcy Code, 11 U.S.C. §101(25); (ii) this constitutes a “master netting agreement” within the meaning of the U.S. Bankruptcy Code; and (iii) the remedies identified in this are “contractual rights” as provided for in 11 U.S.C. §556.

Price and Payment

Taxes and Fees. Carbon SupplierGovernmental Authority shall pay or cause to be paid all taxes and fees, including any sales, use or value added taxes, imposed by any CRUsDelivered (“Governmental Charges”) on or with respect to the BuyerAgreement DeliveryCRUs to BuyerBuyer under this Carbon SupplierGovernmental Charges, to the extent arising prior to or imposed upon the Carbon SupplierBuyer of BuyerCRUs to DeliveredSection 3.1. shall pay to any such that has a legal obligation to collect from provided that such amounts are identified in the invoices rendered to hereunder for in accordance with the payment procedures and deadlines set forth in (Buyer Payment Obligations). BuyerGovernmental Charges shall pay or cause to be paid all CRUsDelivered on or with respect to the BuyerAgreement DeliveryCRUs to BuyerCarbon Supplier under this LawGovernmental Charges, to the extent arising following the BuyerBuyer of the Carbon SupplierGovernmental Charges to BuyerLaw. In the event Governmental ChargesCarbon Supplier is required by BuyerGovernmental Charges to remit or pay Carbon SupplierAgreement that are PartyGovernmental Charges’s responsibility hereunder, LawBuyer shall promptly reimburse Carbon SupplierCarbon Supplier for such Governmental ChargesCarbon Supplier. In the event BuyerBuyer is required by BuyerAgreement to remit or pay which are ’s responsibility hereunder, may deduct the amount of any such from the sums due to under this . Nothing shall obligate a to pay or be liable for any for which it is exempt under . may provide an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, will not charge or collect the covered by such certificate. will provide with any forms, documents, or certifications as may be reasonably required by to satisfy any information reporting or withholding tax obligations of with respect to any payments under this .

RepresentativesIndependent Expert and

[Representatives. Carbon SupplierBuyer and AgreementParties will each appoint a representative (“Representative”) to coordinate implementation of this RepresentativeCarbon Supplier and communication between the BuyerSection 10.2. The initial of each of and is named in (Notices). Each PartyAgreement may rely upon the representations, statements and other communications, subject to this PartyRepresentative, of the other PartyParty’s RepresentativeParty as the statements of such PartyParty. Each RepresentativesAgreement may change any identified of such at any time by providing written notice to the other . Each is responsible for the actions or omissions of its in implementing this .]¹⁵¹⁵

Independent Expert. Carbon SupplierBuyer shall appoint, and Representative’s shall approve in writing, a third party expert, expected to be [an engineer]¹⁶¹⁶, having relevant experience, capabilities, certifications and capacity to provide the services contemplated to be provided by such [engineer]¹⁷¹⁷ under this AgreementBuyer (the “Independent Expert”). Notwithstanding any such prior approval, if RepresentativeIndependent Expert’s AgreementBuyer reasonably determines that the then-current RepresentativeIndependent Expert is not performing its obligations under this Independent ExpertParties in a satisfactory manner, Independent ExpertIndependent Expert’s Section 10.4 may terminate the appointment of such and replace such with a new firm that is mutually acceptable to the . In the event the parties cannot agree on a replacement , a replacement will be determined in accordance with the dispute resolution procedure in (Dispute Resolution). All costs, fees and expenses of the Independent ExpertCarbon Supplier shall be borne and paid directly by BuyerBuyer. To the extent any such costs, fees and expenses are incurred by BuyerCarbon Supplier directly, Carbon SupplierIndependent Expert shall be entitled to offset against payments due to be paid by Independent ExpertAffiliate to Carbon SupplierAffiliates hereunder, or to reimbursement of such costs, fees and expenses from BuyerRepresentative within thirty (30) days after such costs, fees or expenses are incurred. For the avoidance of doubt, in order to qualify as an hereunder, such must be completely independent from, and not have any separate commercial relationship with or be an of, or any of its and otherwise be reasonably acceptable to ’s .

Right of First Offer

Survival of ROFO Obligation; Application in Context of Assignment or Change of Control. [Carbon Supplier][TopCo]²⁰²⁰ acknowledges and agrees that in the event of an assignment of this AgreementProject and a transfer of all of the Affiliate[Carbon Supplier]’s assets to an Section 7.11 of in accordance with (Transfer, Sale, and/or Assignment), each of [Carbon Supplier][TopCo, Carbon Supplier,]AffiliatesNew Project ROFO and its Section 5.1Agreement (including the applicable assignee) shall continue to be bound by the ProjectChange of Control set forth in Carbon SupplierAgreement. In addition, in the event that this Section 7.11Section 7.12 is assigned by operation of law in connection with a transfer of the to a third party pursuant to a of that is otherwise permitted by and complies with the terms of this , including and (Change of Control), the acquiring or surviving entity in such Change of ControlExcess CRU ROFO shall continue to be bound by the Section 5.2 set forth in (but not, for clarity, as to any other projects or operations of the applicable third party).

Representations and Warranties

By Both Parties. BuyerCarbon Supplier and PartyEffective Date each represent and warrant to the other that as of the :

1. Such PartyAgreement is duly organized, validly existing, and duly qualified to conduct business in each jurisdiction where required; the execution, delivery and performance of this Law are within its power, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any applicable ;

2. There is no action, claim, proceeding, order, writ, injunction, judgment or investigation outstanding or pending, or to the knowledge of such PartyParty, threatened against or relating to such ProjectAgreement or the PartyAgreement that would have a material adverse effect on this or the transactions contemplated hereby or such ’s ability to perform its obligations under this ;

3. Such PartyParty is an “eligible commercial entity” and an “eligible contract participant” as defined in Sections 1a(17) and (18) of the Commodity Exchange Act, as amended (7 U.S.C. §1a), and such is a “forward contract merchant” within the meaning of the U.S. Bankruptcy Code, 11 U.S.C. §101(26); and

4. This AgreementParty is the legal, valid, and binding obligation of such Party, enforceable against such in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to general equitable principles.

By Carbon Supplier. Carbon SupplierBuyer represents and warrants to Effective DateCommencement Date that as of the COD, the , [the ,]²¹²¹ any date on which Carbon SupplierDelivers CRUsBuyer Carbon SupplierBuyer to , and any date on which sends an invoice to :

1. Carbon SupplierProject has good and marketable title to the BuyerCarbon Supplier and its assets free and clear of any liens or encumbrances not disclosed in writing to PersonProject; Carbon SupplierAffiliates has not infringed on any intellectual property rights of any other ProjectBuyer in connection with the Effective Date; none of , its or the is the subject of any pending or threatened action, suit or proceeding not disclosed in writing to prior to the ;

2. Carbon SupplierLaws (i) is in compliance in all material respects with all ProjectAgreement applicable to the LawsGovernmental Approvals and this Project, including all environmental , if applicable, and (ii) has obtained and is in compliance in all material respects with the terms and conditions of all required for the present stage of development of the , including permits for operation, if applicable;

3. All information provided to BuyerBuyer and RepresentativeCarbon Supplier’s ProjectAgreement by in connection with the or this is true, complete, and correct in all material respects and does not omit to state a material fact necessary in order to make such information not misleading;

4. Each CRUDelivered Carbon SupplierBuyer by AgreementCO₂e to ProjectAgreement under this ProtocolCRU Issuer is valid, accurately represents the identity, volume, and of greenhouse gasses removed by the , and complies in all material respects with the terms of this , including the requirements of the and any applicable ;

5. Upon DeliveryCarbon Supplier by CRUsBuyer of Carbon SupplierBuyer to CRUs hereunder, will have transferred to all right, title, and interest in and to such , free and clear of any liens or encumbrances;

6. Carbon SupplierCRUs has not sold, transferred, or agreed to sell or transfer any Carbon SupplierCRUs, and none of DeliveredBuyer or any of its suppliers or other partners has claimed or has any right to claim benefits represented by the AgreementPerson, to be AgreementDelivery to under this to any other (excluding any such liens, collateral assignments or pledges permitted by this that, in each case, are released prior to or concurrently with such );

7. All insurance policies required to have been obtained by Carbon SupplierAgreement under this have been so obtained and are in full force and effect;

8. None of Carbon SupplierAffiliates, its Carbon SupplierLaws, or any of its or their respective directors, officers, or employees or, to the knowledge of Laws, its or their suppliers, partners, representatives or agents, is a government-sanctioned person or the subject or target of any government sanctions, has its assets located in a government-sanctioned country or derives revenues, directly or indirectly, from transactions with or investments in government-sanctioned persons or government-sanctioned countries, is under administrative, civil or criminal investigation for an alleged violation of, or has received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, anti-corruption , anti-money laundering or sanctions by a governmental authority;

9. Carbon SupplierAffiliates has implemented and maintains in effect policies and procedures designed to ensure compliance by it and its LawsLaws, and its and their directors, officers, employees, suppliers, partners, representatives or agents, with all anti-money laundering Carbon SupplierLaws, anti-corruption and applicable sanctions, and is in compliance with all such and policies and procedures; and

10. Except as disclosed in writing to BuyerCarbon Supplier, neither AffiliatesCRUs nor any of its PersonCO₂e has sold or agreed to sell Contract YearCRU Price to any other Contract YearAgreement pursuant to a definitive offtake agreement entered into within the past twelve (12) months at a price per metric ton of for a given that is less than the for the applicable covered by this .

Covenants

[Third-Party Sales. Carbon SupplierCRUs shall not sell or agree to sell ProjectProject expected to be generated by the Annual CRU TargetContract Year to any third party if such sale or agreement (i) would result in the aggregate commitments for the Carbon SupplierBuyer to exceed the Annual CRU TargetBuyer for a given Proportionate Share (unless has notified of an increased and offered to its of such increase pursuant to and in accordance with Article 5 (Right of First Offer)) or (ii) would otherwise constitute a breach of the terms of this AgreementSection 2.3, including (Delivery Volumes) and Article 5.]²²²²

Compliance with Law. Carbon SupplierProject shall (a) comply, and shall cause the LawsGovernmental Approvals to comply, with all applicable ProjectProject, (b) obtain, maintain and comply with all applicable to the and (c) provide to Governmental Authorities or any applicable third party any financial security required in connection with the .

Compliance with Payment Requirements. Carbon SupplierBuyer shall comply with Payment Provisions’s .

Insurance. From and after the Commencement DateTerm and through the Carbon SupplierExhibit M, shall obtain, hold and maintain insurance policies that satisfy the requirements set forth on (Insurance Requirements), except that (a) Carbon SupplierTerm shall not be required to obtain such insurance to the extent it is not available on commercially reasonable terms, and (b) such insurance need not be maintained for the entire Carbon SupplierBuyer if a shorter period is specified in such Exhibit. shall provide prompt written notice to of any policy renewal, termination, cancellation or other material change to any required insurance coverage.

Books and Records; Access. Carbon SupplierCarbon Supplier shall maintain books and records reasonably sufficient to document compliance by AgreementLaws with its obligations under this Governmental ApprovalsCarbon Supplier and applicable BuyerProject and Carbon SupplierBuyer. Upon reasonable advance notice, Carbon SupplierBuyer shall provide to RepresentativeIndependent Expert and its representatives such access to the CRU IssuerCarbon Supplier and to AgreementCarbon Supplier’s books and records, properties, contracts, commitments and personnel as Section 7.8Carbon Supplier or such representatives may reasonably request. Without limiting the foregoing, Section 9.1 acknowledges and agrees that and its may utilize the , the or other advisors for the purposes of evaluating ’s performance under this and the information provided by hereunder, including the certifications, reports and other deliverables described herein, and agrees to extend such reasonable access to such experts and advisors. All access pursuant to this shall be conducted in such a manner as not to interfere unreasonably with the normal operations of and shall be subject to (Confidentiality).

Project Status Report; Other Documents.

1. From and after the Effective DateCarbon Supplier, BuyerBuyer shall, at the end of each quarter, provide a quarterly progress report to RepresentativeProject Status Report in a form reasonably acceptable to ProjectProject’s Section 2.4(g) (the “Project Status Report”). The shall include the following: (i) an overview of the progress of the , including the status and anticipated timing of development, construction, testing and operation of the , [and any milestones listed in []]²³²³; (ii) information regarding any material Governmental ApprovalsProject obtained or required for the development, construction, testing and operation of the Carbon SupplierProject; (iii) an evaluation of LawsGovernmental Approvals’s and the AgreementProject’s compliance with applicable Delivery DatesCRUs, DeliveredProject and this CRUsBuyer; (iv) the status of any bond, insurance or other financial security required to be provided to Governmental Authorities or third parties with respect to the Representative; (v) estimated month-by-month delivery schedule including anticipated and corresponding amounts of to be on such dates for the next twelve (12) months; and (vi) any other information that is material to the or generation of or that ’s otherwise reasonably requests.

2. During the TermBuyer, upon Section 9.1Carbon Supplier’s written request and subject to BuyerBuyer (Confidentiality), ProjectCRU Issuer shall, at no cost or expense to VerifierIndependent Expert, provide ProjectProject with copies of (a) all Project-related documents that have been prepared or verified by the , , or , (b) any research findings or publications that are issued or produced in connection with the , and (c) to the extent reasonably required, other information related to the development, construction and operation of the , including financial models, schedules and material agreements with third parties.

3. Carbon SupplierBuyer shall not be required to provide to Section 7.9Buyer any information under this Carbon SupplierCarbon Supplier the disclosure of which would breach a contract with a third party, provided that the nature of such information is disclosed to BuyerEffective Date and the basis for the claim of confidentiality is substantiated by Carbon SupplierBuyer, and Section 7.9Carbon Supplier uses commercially reasonable efforts to obtain consent from the third party for disclosure of such information to Buyer. From and after the , prior to agreeing to non-disclosure obligations to third parties of the type of information to be provided by to under this or otherwise, shall use commercially reasonable efforts to include as a permitted recipient of such information.

Publicity.

1. Except for disclosures permitted or approved in accordance with this Section 7.10 (Publicity) and without limiting Article 9 (Confidentiality), neither PartyPerson shall disclose to any other PartiesAgreement the relationship between the PartySection 7.10 or the terms of this without the prior written consent of the other . For clarity, this applies to all public disclosures, including packaging, promotional materials, advertisements and communications to third parties.

2. Either PartyParty may, without consent from the other PartyPersons, disclose such information (i) to current or prospective lenders to or investors in such ProtocolCRU Issuer, and (ii) to other Section 9.1 with a need for such information for purposes of measurement, verification or reporting pursuant to the or any applicable ; provided that all such receiving parties agree (or are required by professional obligation) to maintain the confidentiality of such information in a manner materially consistent with the requirements of (Confidentiality).

3. BuyerCarbon Supplier may, without consent from Exhibit L, (i) disclose the information set forth in (Permitted Disclosures) and (ii) disclose such other information that BuyerBuyer may reasonably require to disclose in order to substantiate claims may make regarding its carbon emissions removals or reductions.

4. For any disclosure by a PartyParty requiring the prior written consent of the other Section 7.10Party pursuant to this PartyProject, such AgreementParty shall share with the other PartyParty a draft of any such proposed disclosure(s) referencing the Section 7.10, this or the transactions contemplated hereby no less than ten (10) days prior to publication for review, comment and approval by the other . Any such approval (i) may be withheld or given in a ’s sole discretion, (ii) may be revoked at any time with respect to future disclosures and (iii) may be provided for particular text or content, which text or content may be used for multiple disclosures with prior written notice, as the case may be. Each agrees to review any request for approval under this within ten (10) days after receipt.

5. Carbon SupplierBuyer hereby grants Carbon SupplierSection 7.10 a worldwide, royalty-free, non-exclusive, non-transferable, non-sublicensable, limited license to use and display ’s trademarks, service marks, logos, trade names, copyrighted content, graphic files, and images in connection with the public disclosures made in accordance with this .

6. Carbon SupplierBuyer may not use or display BuyerBuyer’s trademarks, service marks, logos, trade names, copyrighted content, graphic files, and images (the “Buyer Marks”) without Carbon SupplierBuyer Marks’s prior written consent. If Carbon SupplierBuyer approves ’s use of the , agrees to comply with ’s brand usage guidelines as may be amended from time to time.

Transfer, Sale, and/or Assignment.

1. Carbon SupplierProject shall not transfer, sell, or assign any assets of or interests in the ProjectProject, including any interest in real property on which the PersonBuyer is located or any contracts or other attributes of the Permitted AssignmentsCarbon Supplier, whether by operation of law or otherwise, to any Permitted AssignmentBuyer without providing at least thirty (30) days’ prior written notice to Agreement, except for (as defined below). In the event provides notice of any such transfer, sale, or assignment that is not a , may terminate the without penalty.

2. Carbon SupplierAgreement may (i) assign this ProjectAffiliate and transfer all (but not less than all) of the assets of the Carbon SupplierAffiliate to an Carbon SupplierAgreement of [Carbon Supplier][TopCo], so long as such assumes the obligations of under this and ²⁴²⁴ guarantees the obligations of such AffiliateExhibit N in accordance with the form attached hereto as (Form of Guaranty), (ii) assign this AgreementProject by operation of law in connection with the transfer of the Change of ControlCarbon Supplier to a third party pursuant to a AgreementSection 5.3 of that is otherwise permitted by and complies with the terms of this , including (Survival of ROFO Obligation; Application in Context of Assignment or Change of Control) and Section 7.12 (Change of Control), so long as such third party assumes in writing the obligations of Carbon SupplierAgreement under this AgreementProject, and (iii) collaterally assign this Project and the for purposes of direct or indirect financing of the development, construction, operation or maintenance of the or any refinancing thereof (each, a “Permitted Assignment”).

3. In connection with any financing of the ProjectSection 7.11(b) described in Carbon SupplierBuyer, upon request by Carbon SupplierBuyer, AgreementBuyer agrees to cooperate with Exhibit O and its financing parties, except to the extent that such cooperation would materially and adversely affect or its interests in this ; provided that shall not be required to furnish a legal opinion or execute any documents in connection with such financing, except for a consent to a collateral assignment substantially in the form attached hereto as (Form of Consent to Collateral Assignment). Carbon SupplierBuyer shall be responsible for any costs and expenses incurred by Section 7.11CRUs in connection with such financing cooperation. For the avoidance of doubt, this Carbon SupplierAgreement shall not restrict (i) sales of Section 7.11 or equity interests in that otherwise comply with this , or (ii) any lawful foreclosure by a secured creditor pursuant to a collateral assignment that complies with this .

Change of Control. Carbon SupplierBuyer shall provide Change of ControlRestricted Person with at least thirty (30) days’ prior written notice of any proposed Carbon SupplierChange of Control, whether to a Restricted PersonSection 7.12 or otherwise. In the event BuyerChange of Control provides notice of a potential BuyerAgreement with a Section 7.12Agreement in breach of this ProjectSection 7.11 and the does not agree to such , may terminate the without penalty. For the avoidance of doubt, this shall not apply to a collateral assignment of this or the , or any lawful foreclosure by a secured creditor pursuant to any such collateral assignment, in each case that complies with (Transfer, Sale, and/or Assignment).

Exclusive Rights. Carbon SupplierCRUs understands and agrees that the Environmental AttributesCO₂e are the exclusive representations of the ProjectCarbon Supplier associated with the reduction, removal or storage of greenhouse gasses, expressed in metric tons of CRUEnvironmental Attribute, associated with the CRUsEnvironmental Attributes, and that CO₂eProject shall not sell or attempt to sell any Environmental AttributesProject or related Environmental AttributesSection 7.13 in any manner that would result in double counting of the or other associated with removal or storage of greenhouse gasses, expressed in metric tons of , attributable to the . [For the avoidance of doubt, (a) soil carbon and soil organic carbon are , and (b) soil health attributes generated by the (e.g. pH adjustment, trace mineral application, and similar attributes) are not subject to the restrictions of this .]²⁵²⁵

Independent Parties. Nothing in this AgreementParties shall be construed to create an employer-employee, partnership, agency, joint venture, joint employer, or franchise relationship among or between any of the RepresentativesParties or the RepresentativesAffiliates, and each of the shall, and shall cause their and and its and their respective officers, directors, employees, representatives and agents to, refrain from making any representation or statement that could be construed as such.

Further Assurances; Cooperation. Subject to the terms and conditions of this AgreementCarbon Supplier, Carbon SupplierAgreement shall use reasonable efforts to execute and deliver any further documentation and do all things reasonably necessary to fulfill Carbon SupplierTracking System’s obligations under, and otherwise carry out, the provisions of this CRU IssuerBuyer. Without limiting the foregoing, DeliveryCRUs shall take all commercially reasonable actions, and execute and deliver all documents, reasonably required by any BuyerBuyer or CRU IssuerTracking System, or otherwise requested by CRUs, to effectuate the transfer of title and the of the to and to enable to comply with the requirements of any applicable , or other regulatory or administrative obligations with respect to the .

[Transfer of Mitigation Outcomes. The CRUsAgreement under this BuyerBuyer are intended for use by CRUsCarbon Supplier for voluntary purposes. AgreementParis Agreement agrees not to use or report the Carbon SupplierCRUs acquired from the Paris Agreement under this in a way that results in any signatory to the or any other nation or other intergovernmental organization (e.g. CORSIA), excluding the country of origin of , to report or otherwise claim the right to such or the underlying removal for purposes of its Nationally Determined Contributions (as defined in the ) or comparable national or international climate targets, (the “Restricted Sovereign Use”).

It is the PartiesParties’ common expectation, and the CRU IssuerCRUs agree to promote and support, that the will include a mechanism that ensures that no double-counting of or the underlying physical removals as between nations can occur.

If either PartyRestricted Sovereign Use becomes aware of any claim, event, or development that purports to challenge or threaten the validity of the PartyParty, such Restricted Sovereign UseParties will provide prompt notice of such claim, event or development to the other . In the event of any non-compliance with the , the will use all commercially reasonable efforts to cure any such non-compliance.]²⁶²⁶

[Ecosystem Safety Monitoring. Carbon SupplierEcosystem Safety Plan shall (a) monitor breaches of ongoing safety protocols on at least a biannual basis, (b) track its performance against the Community Benefits PlanBuyer and RepresentativeBuyer, and (c) within sixty (60) days of the end of each calendar year, deliver to RepresentativeCarbon Supplier’s Ecosystem Safety Reviewer an annual report summarizing the results of such monitoring and tracking, including a plan to mitigate any identified risks (an “Ecosystem Impact Data Report”); provided that, if requested by ’s in its commercially reasonable discretion, shall engage an to perform the foregoing services for one calendar year.]

Default, Termination and Remedies; Indemnity

Default. Each of the following events shall constitute an “Event of Default” under this Agreement:

1. BuyerAgreement’s failure to make any required payment (not subject to good faith dispute) when due under this Carbon Supplier, if such failure is not remedied within thirty (30) days after written notice thereof from (a “Payment Failure”);

2. Carbon Supplier’s failure to achieve [(i)] the Commencement Date by the Target Commencement Date (or any extension of such date that may be proposed by Carbon SupplierBuyer and approved by Carbon SupplierCOD in its sole discretion, it being understood that a one-time extension of six (6) months or less that is proposed by Target CODCarbon Supplier and accompanied by a written explanation of the reason for the delay shall automatically be deemed approved) (a “Commencement Date Failure”)[ or (ii) the BuyerCarbon Supplier by the (or any extension of such date that may be proposed by and approved by in its sole discretion, it being understood that a one-time extension of six (6) months or less that is proposed by and accompanied by a written explanation of the reason for the delay shall automatically be deemed approved) (a “COD Failure”)];²⁷²⁷

3. Carbon Supplier’s failure to Deliver to Buyer at least the Minimum Quantity of CRUs (a “Minimum Quantity Deficit”);

4. Carbon Supplier’s material breach of any provision of this Agreement (other than a Commencement Date FailureCOD Failure[, ,]²⁸²⁸ or Minimum Quantity DeficitProject) (including, for the avoidance of doubt, a material breach of its obligation to operate the ProtocolLaws in accordance with the Governmental ApprovalsBuyer and to comply with applicable and ) (a “Carbon Supplier Breach”), which breach (if curable) is not cured within thirty (30) days after written notice thereof from ;²⁹²⁹

5. BuyerAgreement’s material breach of any provision of this Payment FailureCarbon Supplier (other than a ) (a “Buyer Breach”), which breach (if curable) is not cured within thirty (30) days after written notice thereof from ;

6. [BuyerRestricted Sovereign Use’s failure to comply with the RSU BreachCarbon Supplier (an “RSU Breach”), if such Buyer is not cured within one hundred eighty (180) days from notifying in writing of such breach;]³⁰³⁰ or

7. Carbon Supplier becoming the subject of a federal or state law receivership, foreclosure, dissolution or bankruptcy proceeding, making a general assignment of its assets for the benefit of credits or having an administrator, conservator or similar official appointed with respect to it or a material portion of its assets (an “Insolvency Event”).

Certain Carbon Supplier Obligations After Termination. If (i) this AgreementBuyer is terminated by Section 8.1 pursuant to (Default) as a result of a Minimum Quantity DeficitCommencement Date Failure, a COD Failure[, a ,]³⁴³⁴ or a Carbon Supplier BreachSection 2.3 of (Delivery Volumes), and (ii) during the eighteen (18) month period following such termination (the “Restricted Period”), Carbon SupplierCRUs proposes to sell Environmental AttributesProject or Carbon SupplierBuyer generated by the Proportionate ShareCRUs to a third party, Contract QuantityCRUs shall first offer to sell to Environmental AttributesDelivered at least its BuyerCRU Price of the AgreementCRU available for sale (up to the aggregate CRUBuyer of Carbon Supplier or not to prior to such termination) at the lower of (x) the under this and (y) the price proposed to be offered to such third party, with the delivery and payment schedule to be mutually agreed upon by and .

Limitations on Liability. EXCEPT FOR EQUITABLE REMEDIES PROVIDED IN SECTION 8.7PARTY OR AS OTHERWISE EXPRESSLY PROVIDED HEREIN (INCLUDING PURSUANT TO SECTIONS 8.3, 8.4 AND 8.5), IN NO EVENT WILL (A) ANY AGREEMENTCARBON SUPPLIER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING LOSS OF BUSINESS PROFITS) ARISING FROM OR RELATED TO THIS BUYERAGREEMENT, (B) COD’S LIABILITY TO FOR BREACH OF THIS EXCEED (I) PRIOR TO THE []³⁵³⁵, [__]EXHIBIT D% OF THE TOTAL CONTRACT VALUE SET FORTH IN CODEXHIBIT D AND (II) FROM AND AFTER THE [BUYERCARBON SUPPLIER], THE TOTAL CONTRACT VALUE SET FORTH IN AGREEMENTPAYMENT FAILURE, OR (C) BUYERCOD’S LIABILITY TO FOR BREACH OF THIS EXCEED (X) IN THE CASE OF A , THE AMOUNT OF ANY SUCH REQUIRED PAYMENT NOT YET MADE AND NOT SUBJECT TO GOOD FAITH DISPUTE OR (Y) IN THE CASE OF ANY OTHER BREACH (I) PRIOR TO THE []³⁶³⁶, [$100,000]COD AND (II) FROM AND AFTER THE [CARBON SUPPLIERTERM], THE PORTION OF THE TOTAL CONTRACT VALUE THAT HAS NOT BEEN PAID TO SECTION 8.6CARBON SUPPLIER AS OF THE DATE OF SUCH BREACH FOR THE REMAINDER OF THE CARBON SUPPLIERPARTY. THE LIMITATIONS ON LIABILITY IN THIS SHALL NOT APPLY (I) TO CLAIMS FOR BREACH OF ’S COVENANTS, (II) TO ’S INDEMNIFICATION OBLIGATIONS HEREUNDER OR (III) IN THE CASE OF A ’S GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD.

Equitable Remedies. The PartiesAgreement agree that monetary damages may be an inadequate remedy for the breach of any of the covenants or agreements (in each case, other than payment obligations) contained in this PartySection 8.7. Accordingly, each Party shall be entitled to equitable and injunctive relief with respect to any such breach, including specific performance of such covenants or agreements, without the requirement to post a bond or other security. The rights set forth in this shall be in addition to any other rights the non-breaching may have at law or in equity.

Confidentiality

Confidentiality.

1. “Confidential Information” means (i) any information, data, reports, analyses, compilations, studies, interpretations, forecasts, records and other materials, whether oral, written or in any other form, concerning Carbon SupplierBuyer, AffiliatesRepresentatives, or any of their PartyRepresentatives or PartyRepresentatives, that one AgreementAgreement or its PartiesAgreement (the “Disclosing Party”) provides to the other Receiving PartyDisclosing Party or its Receiving PartyReceiving Party (the “Receiving Party”) in connection with this Receiving PartyDisclosing Party and (ii) the terms of this Receiving PartyDisclosing Party and any discussions or negotiations between the Confidential InformationReceiving Party and their representatives with respect to this Confidential InformationDisclosing Party. Notwithstanding the foregoing, “Confidential Information” does not include information that: (A) is already known to the Confidential InformationPerson prior to disclosure by the PersonReceiving Party; (B) is or becomes known to the Receiving PartyAgreement on a non-confidential basis from a source that, to the Section 9.1Disclosing Party’s knowledge, is not prohibited from disclosing such information to the Receiving PartyConfidential Information by a contractual, legal or fiduciary obligation owed to the Disclosing PartyLaw; or (C) is independently developed by the Receiving PartyDisclosing Party without reference to or reliance upon the Disclosing PartyDisclosing Party’s Receiving PartyConfidential Information. The Disclosing PartyConfidential Information will hold in strict confidence all of the and will not disclose any of the Disclosing to any other than (x) the ’s employees, officers, directors, contractors, advisors, representatives or agents, in each case who have a need to know such information to exercise the ’s rights or perform its obligations under this and who are subject to confidentiality obligations at least as restrictive as those contained in this , or (y) with the ’s prior written consent. In the event the is required to disclose any of the by applicable , the shall provide prompt written notice thereof to the (to the extent legally permitted) so that the may seek a protective order or other appropriate remedy. In the event that the is unable to obtain a protective order or other such remedy, the shall furnish only that portion of the of the that, in the opinion of its counsel, is legally required to be disclosed, and shall exercise commercially reasonable efforts to obtain reliable assurance that confidential treatment shall be accorded such .

2. Notwithstanding anything herein to the contrary, information regarding the requirements of and Carbon SupplierProtocol’s performance under any CRU IssuerConfidential Information or shall not be considered hereunder.

3. A Receiving PartyConfidential Information may use and disclose LawsLaws where required to do so in litigation, administrative, regulatory or other legal proceedings or otherwise by applicable PartyParty, but only after, to the extent permitted by applicable Confidential InformationReceiving Party, notice to the providing PartyParty and affording the providing PartyConfidential Information an opportunity to seek a protective order or other relief to prevent or limit disclosure of the LawsParty. In such event, the Confidential Information shall reasonably cooperate, at the providing ’s sole expense, in connection with the providing ’s efforts to obtain such protective order or other relief. Further, each shall use all reasonable efforts to maintain the confidentiality of the in any litigation or administrative or regulatory proceeding or in any other instance where disclosure is required by applicable , and shall promptly notify the providing of any attempt by a third party to obtain the through legal process or otherwise.

Miscellaneous

Survival. The following provisions shall survive the expiration or earlier termination of this Agreement: Article 3 (Price and Payment), Article 6 (Representations and Warranties), Section 7.2 (Compliance with Protocol Requirements; Protocol Changes), Section 7.3 (Compliance with CRU Issuer Requirements; CRU Issuer Changes), Section 7.10 (Publicity), Article 8 (Default, Termination and Remedies; Indemnity), Article 9 (Confidentiality) (for a period of five (5) years following such expiration or termination) and Article 10 (Miscellaneous). For clarity, such expiration or termination shall not relieve a PartyBuyer from obligations arising prior to the effective date of such expiration or termination, including, in the case of Contract PriceDelivered, the obligation to pay the CRUsCRUs for validly for which payment remains outstanding (but not for any other ).

Notices. All notices, requests, claims, demands and other communications under this AgreementParties shall be in writing and shall be deemed given if (i) delivered in person or by electronic mail (which is confirmed) or sent by overnight courier (providing proof of delivery) to the PartyCarbon Supplier at the following addresses (or at such other address for a BuyerRepresentative as shall be specified by like notice) and (ii) in the case of notices given by Carbon Supplier, also posted in any online data room hosted by or on behalf of or its that has been invited to use:

If to Buyer:

If to Carbon Supplier:

Governing Law and Venue. This AgreementLaws shall be interpreted, construed and governed by the of the State of New York and shall be enforced in courts located in New York, New York.

Dispute Resolution. In the event of any dispute, claim or controversy arising out of or relating to this AgreementRepresentatives, the RepresentativeParties will meet to resolve such dispute, claim or controversy within seven (7) days after the written request of any RepresentativesRepresentatives. The PartyAgreement and their respective Carbon SupplierSection 10.4 will cooperate in good faith to resolve such dispute, claim or controversy. If any such dispute, claim or controversy cannot be resolved within thirty (30) days after the initial meeting of the Party, either may refer such dispute, claim or controversy to arbitration. Any dispute, claim or controversy arising out of or relating to this , or the breach, termination, enforcement, interpretation or validity thereof, shall be finally determined by arbitration in New York, New York before three arbitrator(s). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, except that in the case of a not located in or organized under the laws applicable in North America, the applicable rules shall be the JAMS International Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This shall not preclude a from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

Assignment. Neither PartyAgreement shall assign, transfer, license or sublicense its rights under this PartyBuyer (or any right granted herein) without the prior written consent of the other Carbon SupplierAgreement, except that (a) AffiliateBuyer, upon written notice to PersonCarbon Supplier, may assign this BuyerAgreement to (i) any Carbon SupplierBuyer of AgreementSection 7.11 or (ii) any other that (x) has a Moody’s rating of Baa3 or higher or S&P rating of BBB- or higher or (y) otherwise satisfies creditworthiness standards reasonably acceptable to , and in each case that assumes in writing the obligations of under this , and (b) , upon written notice to , may assign this solely to the extent permitted by and in accordance with (Transfer, Sale, and/or Assignment) or Section 7.12 (Change of Control), as applicable.

Entire Agreement; Severability. This AgreementParties sets forth the entire understanding of the PartiesAgreement, and supersedes any and all prior and contemporaneous agreements and understandings, relating to the subject matter hereof. Upon a determination that any term or other provision is invalid, illegal or incapable of being enforced, the PartiesLaw shall negotiate in good faith to modify this so as to effect the original intent of the as closely as possible to the fullest extent permitted by applicable to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Amendments, Waivers, and Consents. [Any amendment or waiver of this AgreementCarbon Supplier must be in writing and signed by BuyerBuyer and BuyerRepresentative. Any consent or approval given by AgreementSection 10.2 or ’s under this must be in writing, which may be via email if delivered in accordance with (Notices).]³⁷³⁷ The waiver or failure of either PartyParties to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. Except as expressly set forth herein, the rights and remedies of the AgreementParties set forth in this are in addition to any rights or remedies the may otherwise have at law or in equity.

Counterparts. This Agreement may be executed in two or more counterparts (which may be delivered electronically), each of which shall be deemed an original and all of which together shall constitute one and the same agreement.

Force Majeure. Except as expressly provided herein, neither PartyAgreement shall be considered in default under this AgreementForce Majeure for any delay or failure to perform any of its obligations under this PartyForce Majeure, to the extent that such delay or failure results from an event of PartyForce Majeure. A PartyAgreement may rely on a claim of AgreementParty to excuse its performance only to the extent that such PartyCarbon Supplier: (a) provides prompt written notice (within ten (10) days) of such Force MajeureBuyer event to the other AgreementCarbon Supplier, giving an estimate of its expected duration and the probable impact on the performance of its obligations under this Carbon Supplier; (b) exercises all reasonable efforts to continue to perform its obligations under this and mitigate or limit any damages to the other ; (c) expeditiously takes action to correct or cure the event or condition excusing performance so that the suspension of performance is no greater in scope and no longer in duration than necessary; and (d) provides prompt written notice (within ten (10) days) to the other of the cessation of the event or condition giving rise to its excuse from performance. In connection with any failure by to perform obligations hereunder for a period of one hundred eighty (180) days after the date notice of a event is given (or required to have been given), shall have a right to terminate this any time upon written notice to and without any further obligation to .

Costs and Expenses. Except as otherwise explicitly provided in this AgreementAgreement, all fees and expenses incurred in connection with this Party and the transactions contemplated hereby shall be paid by the incurring such fees and expenses.

Project Site Visits. During the TermBuyer, Carbon SupplierCarbon Supplier may request reasonable, periodic site visits upon advance notice to BuyerBuyer. Carbon SupplierProject shall accommodate any and all reasonable requests of ProjectCarbon Supplier with respect to such visits; provided that shall comply with all health and safety policies and procedures and instructions while present at the site and shall conduct itself in a manner that will not unreasonably interfere with or disrupt the operation of the or other activities of and its subcontractors.

 
Signature page follows  
 
 

IN WITNESS WHEREOF, the undersigned have caused this AgreementEffective Date to be executed as of the .

[Acknowledged and agreed solely with respect to Article 5 hereof:]³⁸³⁸

Exhibit A

Definitions

“Affiliate” means, with respect to any PersonPerson, another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first , where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

“Aggregate CRU Target” has the meaning set forth in Section 2.4(d)(iii).

“Agreement” means this Carbon Removal Offtake Agreement, as amended or supplemented from time to time in accordance with its terms.

“Annual CRU Target” has the meaning set forth in Section 2.4(d)(iii).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by Law to close.

“Buyer” has the meaning set forth in the first paragraph of this Agreement.

“Buyer Breach” has the meaning set forth in Section 8.1(e).

“Buyer Indemnified Parties” has the meaning set forth in Section 8.5.

“Buyer Marks” has the meaning set forth in Section 7.10(f).

“Carbon Supplier” has the meaning set forth in the first paragraph of this Agreement.

“Carbon Supplier Breach” has the meaning set forth in Section 8.1(d).

“Change of Control” means, with respect to Carbon SupplierCarbon Supplier, (a) the sale, lease, transfer, exclusive license or other disposition, in a transaction or a series of transactions, of all or substantially all of the assets of PersonPersons to any other PersonPersons or group of Carbon SupplierCarbon Supplier, or (b) the consummation of a transaction or a series of related transactions, the result of which is that any PersonPersons or group of becomes the direct or indirect owner of fifty percent (50%) or more of the equity interests of , measured by voting power, or gains the ability to exercise operational or management control of (and which or group of did not hold such voting power or exercise such control immediately prior to such transactions).

“CO₂” has the meaning set forth in the recitals to this Agreement.

“CO₂e” means the CO₂ equivalent impact of a greenhouse gas.

[“COD” has the meaning set forth in Section 2.6.

“COD Certification” has the meaning set forth in Section 2.6.

“COD Failure” has the meaning set forth in Section 8.1(b).]³⁹³⁹

“Commencement Date” means the date on which the Conditions PrecedentBuyer have been satisfied (or, in the sole discretion of Section 2.4Section 2.5, waived, in whole or in part) in accordance with and .

“Commencement Date Certification” has the meaning set forth in Section 2.4(f).

“Commencement Date Failure” has the meaning set forth in Section 8.1(b).

[“Commercial Operation” means the state of the ProjectProject that corresponds to the completion of construction and the beginning of the operation of the Carbon SupplierDeliver, such that CRUsProject is demonstrably able to produce and BuyerAgreement generated by the to pursuant to the terms of this .]⁴⁰⁴⁰

“Community Benefits Plan” has the meaning set forth in Section 2.4(d)(ii).

“Conditions Precedent” has the meaning set forth in Section 2.4.

“Confidential Information” has the meaning set forth in Section 9.1(a).

“Contract Price” has the meaning set forth in Section 3.1.

“Contract Quantity” has the meaning set forth in Section 2.2(a).

“Contract Value” means an amount equal to the Contract PriceContract Quantity multiplied by the portion of the DeliveredBuyer to .

“Contract Year” means a calendar year or portion thereof in which CRUsDelivered are to be BuyerCOD to hereunder, including any partial calendar year from the []⁴¹⁴¹ to December 31 of the calendar year in which the [COD]⁴²⁴² occurs, and any partial calendar year occurring from and after January 1 of the year in which the TermAgreement expires or this is earlier terminated in accordance with its terms.

“CRU” means a unit representing the net capture, fixation, mineralization, removal and storage of one (1) metric ton of CO₂ePermanent of greenhouse gasses from the atmosphere, all of which must be (a) , (b) verified and documented pursuant to a protocol, and (c) verified and registered by any applicable project registry.

“CRU Certification” has the meaning set forth in Section 2.2(b).

“CRU Issuer” has the meaning set forth in Section 2.4(b).

“CRU Price” means the amount expressed in dollars per CRUExhibit D set forth in (Quantity and Price by Year) under the heading “CRU Price ($ / CRU)”.

“CRU Projects” has the meaning set forth in the recitals to this Agreement.

“Deliver” or “Delivered” or “Delivery” means the transfer of CRUsCarbon Supplier from BuyerAgreement to CRUsBuyer in accordance with this Section 2.2(b)Tracking System (or retirement of such at ’s direction as contemplated under ), together with recognition by any applicable that such transfer or retirement has been completed.

“Delivery Date” means any day that Carbon SupplierDelivery makes a BuyerContract Year to Carbon SupplierDelivery during the period from January 1 through and including December 1 of any ; provided that shall not make more than one in any calendar month.

“Delivery Shortfall” has the meaning set forth in Section 2.3(b)Agreement of this .

“Disclosing Party” has the meaning set forth in Section 9.1(a).

[“Ecosystem Impact Data Report” has the meaning set forth in Section 7.17Agreement of this .

“Ecosystem Safety Plan” has the meaning set forth in Section 2.4(d)(iv)Agreement of this .

“Ecosystem Safety Reviewer” means a third party review body acceptable to BuyerRepresentative’s Section 7.17 having the relevant experience, capabilities, certifications, and capacity to provide the ecosystem safety monitoring services set out in .]⁴³⁴³

“Effective Date” has the meaning set forth in the first paragraph of this Agreement.

“Environmental Attribute” means the environmental and other attributes as may exist from time to time, including (i) any and all credits, benefits, emissions reductions, offsets, removals, storage, and allowances, howsoever entitled, attributable to the ProjectLaw, and its removal and storage of emissions of CO₂ and other greenhouse gasses that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by ProjectParis Agreement, to contribute to the actual or potential threat of altering the earth’s climate by trapping heat in the atmosphere, and (ii) any reductions, credits, benefits, allowances, transferred mitigation outcomes or corresponding adjustments resulting from or related to the Environmental AttributesCRUs and its implementation pursuant to the laws, rules and standards of the United Nations Framework Convention on Climate Change, including the CRULaw and Article 6.2 and 6.4 rulebooks. ProjectProject include all and any and all aspects of a but do not include tax credits or rebates available under applicable in the United States or attributes of the , the site or its operation that constitute a potential source of liability or any adverse wildlife or environmental impacts.

“Event of Default” has the meaning set forth in Section 8.1.

“Excess CRU Price” has the meaning set forth in Section 5.2(a).

“Excess CRU ROFO” has the meaning set forth in Section 5.2(a).

“Excess CRU ROFO Deadline” has the meaning set forth in Section 5.2(b)(ii).

“Excess CRUs” has the meaning set forth in Section 2.3(a).

[“Financial Closing” means the execution and effectiveness of one or more definitive agreements that provide the debt and/or equity financing necessary to construct and complete the entire Project.]⁴⁴⁴⁴

“Force Majeure” means an event or circumstance that materially adversely affects the ability of a PartyAgreement to perform its obligations under this PartyParty, which event or circumstance (a) was not reasonably anticipated or foreseeable, (b) is not attributable to fault or negligence on the part of that PartyForce Majeure, (c) is caused by factors beyond that Governmental ApprovalsForce Majeure’s reasonable control, and (d) for which, despite the exercise of due diligence and all commercially reasonable precautions and measures to prevent, avoid, mitigate or overcome such event or circumstance, the affected Governmental AuthorityLaw has been unable to prevent, avoid, mitigate or overcome such event or circumstance. ProjectCarbon Supplier does not include (i) changing economic, market or industry conditions, (ii) the failure to enter into or perform commercial agreements with third parties (including the failure to obtain financing) or (iii) the failure to obtain ProjectCRUs. shall include, to the extent that such event or condition also satisfies clauses (a) through (d) above, action of a (including a change in applicable but excluding a failure to obtain any Governmental Approval required for the ) that prevents or prohibits from operating the , selling or producing or otherwise performing its obligations hereunder.

“Governmental Approvals” means any permits, consistency determinations, certifications, licenses, approvals, consents, registrations, privileges, franchises, memberships, certificates, entitlements, grants, leases and other authorizations issued by Governmental Authorities.

“Governmental Authority” means any international, federal, regional, state, provincial, local, municipal, governmental, administrative, judicial, or government-owned body, commission, authority, tribunal, court, agency or entity making decisions with the force of Law.

“Governmental Charges” has the meaning set forth in Section 3.3.

“Independent Expert” has the meaning set forth in Section 4.2.

“Insolvency Event” has the meaning set forth in [Section 8.1(g)].

“Law” means all legally binding statutes, laws, ordinances, rules, regulations, orders, judgments, decrees, injunctions and writs of any Governmental AuthorityProject that apply to the CRUsParties, Laws or any one or both of the , or the terms hereof, including common law principles. For the avoidance of doubt, includes the Foreign Corrupt Practices Act of 1977, as amended, along with any similar or analogous law.

“Maximum Verification and Registry Cost” has the meaning set forth in Section 3.1(b).

“Minimum Quantity” means a number of CRUs[_____ percent (__%)] equal to [Total Contract QuantityContract Years of the Term[_____], achieved in one or more [the first Contract Year][_____] within the first two (2) calendar years of the [the second Contract Year][_____]] [(a) [the third Contract Year], with respect to , (b) , with respect to , and (c) , with respect to ].⁴⁵⁴⁵

“Minimum Quantity Deficit” has the meaning set forth in Section 8.1(c).

“New CRUs” has the meaning set forth in Section 5.2(a).

“New CRU Price” has the meaning set forth in Section 5.2(a).

“New Project” has the meaning set forth in Section 5.1(a).

“New Project Agreement” has the meaning set forth in Section 5.1(b)(ii).

“New Project CRUs” has the meaning set forth in Section 5.1(a).

“New Project CRU Price” has the meaning set forth in Section 5.1(a).

“New Project ROFO” has the meaning set forth in Section 5.1(a).

[“New Project ROFO Agreement” has the meaning set forth in Section 2.4(h).]⁴⁶⁴⁶

“New Project ROFO Deadline” has the meaning set forth in Section 5.1(b)(ii).

“Paris Agreement” means the international treaty on climate change adopted at the United Nations Framework Convention on Climate Change in 2015 and entered into in 2016.

“Party” and “Parties” have the meaning set forth in the recitals to this Agreement.

“Payment Failure” has the meaning set forth in Section 8.1(a).

“Payment Provisions” means BuyerExhibit I’s payment requirements set forth in (Payment Provisions).

“Permanent” means removal from the atmosphere and storage for at least 1,000 years.

“Permitted Assignment” has the meaning set forth in Section 7.11(b).

“Person” means any natural person or any entity or organization legally recognized as a separate entity, such as a limited liability company, partnership, corporation or non-profit organization.

“Project” has the meaning set forth in the recitals to this Agreement.

“Project Design Document” has the meaning set forth in Section 2.4(d)(i).

“Project Status Report” has the meaning set forth in Section 7.9(a).

“Proportionate Share” has the meaning set forth in Section 2.3.

“Proposed Project Agreement” has the meaning set forth in Section 5.1(b).

“Protocol” has the meaning set forth in Section 2.4(a).

“Protocol Change Request” has the meaning set forth in Section 7.3(a).

“Receiving Party” has the meaning set forth in Section 9.1(a).

“Representative” has the meaning set forth in Section 4.1.

“Restricted Period” has the meaning set forth in Section 8.4.

“Restricted Person” means a PersonPerson that does not have, or has not retained a BuyerPerson with, reasonable experience in the operation and maintenance of relevant facilities or is (a) a competitor of Law, (b) engaged as its primary business in oil and gas exploration, production, transportation, storage, refining, marketing or investing, (c) on (or affiliated with any on) the Office of Foreign Assets Control Sanctions List, or (d) held liable (or for which its senior executives are held liable) criminally or for fraud under any applicable .

[“Restricted Sovereign Use” has the meaning set forth in Section 7.16Agreement of this .]⁴⁷⁴⁷

“ROFO Acceptance Notice” has the meaning set forth in Section 5.1(b)(ii).

“ROFO Notice” has the meaning set forth in Section 5.1(b).

“ROFO Share” has the meaning set forth in Section 5.1(a)Section 5.2(a) or , as appropriate.

[“RSU Breach” has the meaning set forth in Section 8.1(f).]⁴⁸⁴⁸

[“Target COD” has the meaning set forth in Section 2.6.]⁴⁹⁴⁹

“Target Commencement Date” has the meaning set forth in Section 2.4.

“Term” has the meaning set forth in Section 2.1.

“Total Contract Quantity” means the sum of the Contract QuantityContract Year for each TermExhibit D of the , as set forth in (Quantity and Price by Year).

“Tracking System” means the tracking system used by the CRU Issuer, if any.

“Verification and Registry Costs” has the meaning set forth in Section 3.1(b).

“Verifier” has the meaning set forth in Section 2.4(b).

Exhibit C

Template for Community Benefits Plan

This template is intended to provide helpful information to assist applicants in developing a community benefits plan for carbon dioxide removal offtake agreements. The plan should be no more than 5 pages long.

The rationale for developing a community benefits plan (CBP) for each relevant deployment site is threefold: 1) normative: engaging communities and designing projects that maximize societal benefits is the right thing to do; 2) instrumental: a failure to appropriately engage communities and design responsible projects can result in backlash and delayed/terminated efforts; and 3) substantive: communities often have insights into the kinds of research questions that are relevant that can escape the narrow view of experts, so early engagement can improve project design and outcomes.⁵⁰⁵⁰

Our expectation is not that a CBP is complete at commencement of the contract, but that a) meaningful progress has been made already, and the applicant has demonstrated both a commitment to delivering benefits to communities and a commitment to be responsive to community input; and b) the applicant has a plan to finalize a robust CBP as a deliverable for each relevant deployment site ideally before deployment.

Our template is very aligned with the US Department of Energy’s requirements for CBPs, as we expect these to be table stakes for the CDR industry. This means focusing on four pillars: 1) community and labor engagement; 2) workforce development; 3) diversity, equity, access, and inclusion (DEIA); and 4) environmental justice.

There is no universal formula for developing good CBPs that would apply to all CDR projects, but this template is meant to ensure that applicants are addressing relevant issues and have established effective processes.

1. Community and labor engagement plan: This section should describe plans (not ad hoc efforts) to engage with stakeholders and/or groups in the communities most impacted by the deployment of your approach. This could include host communities, labor unions representing workers, trades needed for construction and operations, community-based organizations, local residents and businesses, local governments, etc. There is no “right” way to develop an engagement plan, but some ideas include: identify impacted stakeholders; identify goals for engagement; choose methods for engagement and prepare a timeline; identify who is responsible for overseeing engagement (e.g., which staff person, organization, etc.).

   Please make sure that your plan describes:

   1. 1. How stakeholders will be identified
      2. What methods will be used to engage stakeholders
      3. Plans to communicate / give access on project impacts to interested parties
      4. What methods will be used to incorporate community feedback and improve engagement
      5. Any timelines for negotiating workforce and/or community agreements

   2. Background: A brief description of previous efforts to engage communities, labor, and other stakeholder groups with a focus on those most impacted by the project

   3. Community assessment: A brief summary of the relevant current and historical social, cultural, economic, labor, and environmental landscape of the project.

   4. Initial stakeholder analysis: A brief summary of specific stakeholder groups relevant to the project.

   5. Engagement methods and timelines: Describe the methods and timelines for engaging with stakeholders that fit with the proposed project. This could be one chart, but should include milestones (e.g., “by month 3, host a listening session with at least 10 community-based groups).

   6. Two-way engagement statement: Make clear that there are areas where engagement can impact project decisions or characteristics (e.g., “we will use input from listening session 1 to inform the location of proposed deployment A”).

   7. Workforce and community agreements: Describe any plans to negotiate workforce and community agreements. If there are opportunities for co-ownership or community stake, include that here.

2. Workforce development plan: This section should describe plans for quality job creation, inclusive recruitment and hiring, workplace safety, and investment in worker training.

   1. Background: Describe previous efforts to provide good pay and benefits to workers, support the rights of workers to have a free and fair chance to join a union, etc.
   2. Job quantity: Please describe the number and type of jobs you anticipate will be created by this proposed offtake.
   3. Quality jobs: Describe plans to attract, train, and retain a skilled and diverse workforce.
   4. Workforce development: Describe plans to invest in workforce education, training, etc. This requires understanding local labor force and project needs.
   5. Worker rights: Describe steps to support the rights of workers, including to join a union, ensure project success, and address health and safety. Include discussion of any project labor agreements or community workforce agreements.
   6. Timeline and milestones: Describe methods and timelines for ensuring workforce development.

3. Diversity, equity, inclusion plan: Describe plans to foster a welcoming and inclusive environment and support participation from groups underrepresented in relevant fields.

   1. Background: Describe efforts relevant to DEIA, including efforts related to suppliers, partners, etc.

   2. Strategies, milestones, timeline: Describe targeted outcomes and implementation strategies.

4. Environmental justice plan: Describe any plans to address energy and environmental justice. Environmental justice addresses how benefits and harms are distributed among groups (distributive justice) and whether there is meaningful involvement in decision-making (procedural justice). For definitions of disadvantaged communities, particularly in the US, see the White House Council on Environmental Quality’s Climate and Economic Justice Screening Tool. This section can draw heavily on the information/characterization in the earlier sections.

   1. Assessment: Describe all relevant impacted communities associated with the project, including which–if any–are disadvantaged. Characterize existing burdens faced (e.g., use the EPA’s EJSCREEN tool, or state-level screening tools; engage with communities to understand existing burdens). Assess benefits and where they flow (e.g., decreased environmental exposure; increased access to capital; increased jobs/job training; etc.) Assess negative impacts (ecological, aesthetic, cultural, economic, etc.). Be sure to assess how negative impacts interact with existing cumulative burdens.

   2. Implementation strategy: Develop a strategy that includes steps to implement energy and environmental justice efforts, advance positive outcomes, and minimize harms. This should include milestones and timelines.

Exhibit F

Protocol

[Preliminary protocol to be attached at signing.]

Exhibit G

Form of ROFO Notice

Re: ROFO Notice

To Whom It May Concern:

Reference is made to the Carbon Removal Offtake Agreement[_____________] (the “Agreement”), dated as of [Carbon Supplier][Buyer], between Agreement (“Carbon Supplier”) and (“Buyer”). Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the .

Pursuant to [Section 5.1(b)Section 5.2(b)][AgreementCarbon Supplier] of the ROFO NoticeBuyer, [_____________]New Project CRUs provides this New ProjectExcess CRUs to notify [_____________][_____________] of its intent to offer for sale up to [$_____________]CRU [ from a ][] for the periods commencing on and ending on at a price of per ⁵²⁵². [Placeholder for description of New Project and New Project CRUs or Excess CRUs, as applicable]. [A form of Proposed Project Agreement is enclosed.]⁵³⁵³

BuyerROFO Share may elect to purchase up to its New Project CRUsExcess CRUs of [[_____________]Carbon Supplier][ROFO Acceptance NoticeAgreement], equal to , by providing to a in accordance with the terms of the .

The terms and provisions of this ROFO NoticeLaws shall be interpreted in accordance with the of the State of New York, without regard to conflict or choice of law provisions thereof.

This ROFO NoticeConfidential Information and the information set forth herein shall constitute Section 9.1Agreement pursuant to of the .

Sincerely,

[Carbon Supplier]

By:
Name:
Title:

Exhibit H

Form of ROFO Acceptance Notice

Re: ROFO Acceptance Notice

To Whom It May Concern:

Reference is made to the Carbon Removal Offtake Agreement[_____________] (the “Agreement”), dated as of [Carbon Supplier][Buyer], between Agreement (“Carbon Supplier”) and (“Buyer”). Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the .

Pursuant to [Section 5.1(b)Section 5.2(b)][AgreementBuyer] of the Carbon SupplierROFO Notice, [_____________][_____________] hereby acknowledges receipt of New Project CRUsExcess CRUs’s BuyerROFO Share dated CRUsROFO Notice, and elects to exercise its right to purchase New CRU Price[_____________] [CRU[$_____________]][New Project AgreementParties] (which may be all or a portion of ’s of such ) offered in the at the of $ for each such , for a total payment of [pursuant to a to be executed by the ]⁵⁴⁵⁴. [A revised version of the Proposed Project Agreement is enclosed.]⁵⁵⁵⁵

The terms and provisions of this ROFO Acceptance NoticeLaws shall be interpreted in accordance with the of the State of New York, without regard to conflict or choice of law provisions thereof.

This ROFO Acceptance NoticeConfidential Information and the information set forth herein shall constitute Section 9.1Agreement pursuant to of the .

Sincerely,

[BUYER]

By:
Name:
Title:

Exhibit I

Payment Provisions

Exhibit J

Form of Commencement Date Certification

This certificate is being furnished pursuant to Section 2.4(f)Agreement of the Carbon Removal Offtake [_____________][Carbon Supplier] (the “Agreement”), dated as of [Buyer]Agreement, between (“Carbon Supplier”) and (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the .

The undersigned, [_____________]Carbon Supplier, does hereby certify, solely in [his/her] capacity as an officer of [_____________]Carbon Supplier and not personally, that (s)he is the duly elected Carbon SupplierSection 2.4(f) of Agreement, and that, as such, (s)he is duly authorized to deliver this certificate on behalf of in accordance with of the .

1. All Conditions PrecedentBuyer have been satisfied or waived, subject to the approval or consent of BuyerRepresentative or ’s where required.
2. As of the Commencement DateCarbon Supplier, the representations and warranties of Carbon SupplierCarbon Supplier set forth herein shall be true and accurate in all material respects, and shall have complied in all material respects with all covenants and agreements of set forth herein.
3. Exhibit A hereto includes evidence of the satisfaction or waiver or each Condition Precedent.
4. The Commencement Date[_____________] shall be .

[Carbon Supplier]

By:
Name:
Title:

Exhibit A to Commencement Date Certification

Exhibit K

[Form of COD Certification

This certificate is being furnished pursuant to Section 2.6Agreement of the Carbon Removal Offtake [_____________][Carbon Supplier] (the “Agreement”), dated as of [Buyer]Agreement, between (“Carbon Supplier”) and (“Buyer”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the .

The undersigned, [_____________]Carbon Supplier, does hereby certify, solely in [his/her] capacity as an officer of [_____________]Carbon Supplier and not personally, that (s)he is the duly elected Carbon SupplierSection 2.6 of Agreement, and that, as such, (s)he is duly authorized to deliver this certificate on behalf of in accordance with of the .

1. Commercial OperationCOD has occurred as of, and the [__] shall be, .
2. The ProjectAnnual CRU Targets is capable of reliably producing the CODContract Year as of the Exhibit D, including, with respect to the first specified in (Quantity and Price by Year) and Contract QuantityContract Year for such .

[Carbon Supplier]

By:
Name:
Title: ]⁵⁶⁵⁶

Exhibit L

Permitted Disclosures

Buyer may publicly disclose the following information:

• Identity of Carbon Supplier and a description of its business and carbon removal technology, including the location(s) of facility(ies) and relevant community or other benefits, such as employment data
• Information regarding aggregate purchase commitment for each contract year and over the term
• [Information regarding CRUsVerification and Registry Costs, including contracted tonnes, delivered tonnes, pricing and , durability of storage plans and third-party validation or verifications, for each contract year and over the term]⁵⁷⁵⁷
• Timeline for CRU delivery
• Protocol and registry information
• Updated timelines, changes to projected deliveries or failures to deliver tons and reversals of deliveries
• Information required to be disclosed by applicable Law, including AB 1279 and AB 1305

Exhibit M

Insurance Requirements

[Buyer to provide]⁵⁸⁵⁸

Exhibit N

Form of Guaranty

This Guaranty, dated and effective as of [______][Carbon Supplier] (the “Guaranty”), is made by [______][Buyer], a [______] (“Guarantor”), for the benefit of , a (“Buyer”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement (as defined below).

Recitals

WHEREAS, Carbon SupplierBuyer and Agreement[___] have entered into a Carbon Removal Offtake Exhibit B dated as of (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Agreement”) to support the development and operation of a project intended to remove greenhouse gasses from the atmosphere, which may consist of the construction and operation of a facility upon a specific site, or may include a series of actions or deliverables, all as more specifically described on (Project Description) to the Agreement (the “Project”);

WHEREAS, Carbon SupplierAffiliate is a [direct subsidiary][Project] of Guarantor and Guarantor will benefit from the transactions contemplated by the ; and

WHEREAS, the AgreementCarbon Supplier requires the Guarantor to guarantee the obligations of AgreementAgreement under the under circumstances specified in the .

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows:

1. Covenants, Representations and Warranties. The Guarantor represents, warrants and covenants to the Buyer as follows:

   1. the execution, delivery and performance by it of this Guaranty does not and will not contravene or conflict with any law, order, rule, regulation, writ, injunction or decree now in effect of any government, governmental instrumentality or court or tribunal having jurisdiction over it, or any contractual restriction binding on or affecting it;

   2. the execution, delivery and performance by it of this Guaranty does not and will not conflict with or result in a breach of the terms or provisions of any indenture, agreement or instrument to which it is a party, or by which it is bound, or to which it is subject, or constitute a default thereunder;

   3. with the assistance of counsel of its choice, it has read and reviewed this Guaranty, the Agreement and such other documents as it and its counsel deemed necessary or desirable to read in connection with entering into this Guaranty;

   4. it is a corporation, validly formed and existing and in good standing under the laws of the jurisdiction of its formation and all other jurisdictions where its failure to be so qualified would have a material adverse effect on its financial condition or results of operations, and, in all cases, it has the full power and authority to enter into and perform its obligations under this Guaranty; and

   5. it has duly authorized, executed and delivered this Guaranty, and this Guaranty is fully enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and other laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether a proceeding is sought in equity or at law).

2. Guaranty. From and after the date hereof, the Guarantor shall absolutely and unconditionally guarantee any and all of Carbon SupplierAgreement’s obligations under the ProjectCRUs, including without limitation, (a) the obligation to operate the AgreementBuyer and deliver Section 8.5Agreement (as defined in the Carbon SupplierAgreement), (b) indemnify the pursuant to of the , and (c) the due payment, performance and fulfillment of any and all of ’s covenants and obligations under the (collectively the “Guaranteed Obligations”).

3. Attorneys’ Fees and Expenses. The Guarantor shall reimburse the BuyerBuyer for all reasonable attorneys’ fees and expenses which the BuyerBuyer pays or incurs in connection with enforcing this Guaranty, including, without limitation, all costs, attorneys’ fees and expenses incurred by the Buyer in connection with any insolvency, bankruptcy, reorganization, arrangement or other similar proceedings in which the Guarantor is the debtor and which adversely affect the exercise by of its rights and remedies hereunder. Notwithstanding the foregoing, for purposes of this Guaranty, the term “reasonable attorneys’ fees” shall mean reasonable attorneys’, paralegals’ and other similar legal fees actually incurred by the in enforcing this Guaranty, at such professionals’ standard hourly rates, without regard to any statutory or common law presumption of such term.

4. Direct and Primary Obligations. The Guarantor agrees that, if the Carbon SupplierBuyer’s obligations guaranteed by this Guaranty are not fully and timely paid or performed according to the tenor thereof, whether by acceleration or otherwise, Guarantor may pay all amounts due or perform all obligations hereby guaranteed in a like manner as if the obligations constituted the direct and primary obligations of the Guarantor. Any right of the Guarantor to subrogation as a result of any payment or performance hereunder or any other payment made or performance by the Guarantor on account of the amounts or obligations due hereunder shall be subordinated to the rights of the Carbon SupplierBuyer under this Guaranty. In the event that Guarantor pays, performs or fulfills any obligation hereunder (a “Guarantor Performance”), and then subsequently pays, performs or fulfills the same obligation, then shall reimburse Guarantor such amounts as needed so as to restore Guarantor to the Guarantor’s position immediately prior to such Guarantor Performance.

5. Continuing and Irrevocable Obligations. This Guaranty and the obligations of the Guarantor hereunder shall be continuing, unconditional and irrevocable until all obligations guaranteed hereunder have been satisfied in full. Notwithstanding the foregoing or anything else set forth herein, and in addition thereto, if at any time all or any part of any payment received by the BuyerBuyer from the Guarantor under or with respect to this Guaranty is or must be rescinded or returned for any reason whatsoever (including, but not limited to, determination that said payment was a voidable preference or fraudulent transfer under insolvency, bankruptcy or reorganization laws), then Guarantor’s obligations hereunder shall, to the extent of the payment rescinded or returned, be deemed to have continued in existence, notwithstanding such previous receipt of payment by the BuyerSection 8.6, and Guarantor’s obligations hereunder shall continue to be effective or be reinstated as to such payment, all as though such previous payment to the Agreement had never been made. The provisions of the foregoing sentence shall survive termination of this Guaranty and shall remain a valid and binding obligation of the Guarantor until satisfied. For the avoidance of doubt, in the event that any payment, or any part thereof, is avoided, rescinded or otherwise restored or returned as described in the preceding sentences, the amount so rescinded, restored or returned shall not be counted for purposes of limiting the Guarantor’s liability hereunder to the limitations on liability set forth in of the .

6. Waiver and Estoppel. The Guarantor hereby grants to the BuyerBuyer, in its absolute discretion and without notice to the Guarantor, the power and authority to deal in any lawful manner with the obligations guaranteed hereby. Without limiting the generality of the foregoing, the Guarantor knowingly waives and agrees that it will be estopped from asserting any argument to the contrary as follows: (a) any and all notice of acceptance of this Guaranty or of the creation, renewal or accrual of any of the obligations or liabilities hereunder indemnified against, either now or in the future; (b) protest, presentment, demand for payment, notice of default or nonpayment, notice of protest or default; (c) any and all notices or formalities to which it may otherwise be entitled, including, without limitation, notice of the granting of any indulgences or extensions of time of payment of any of the liabilities and obligations hereunder and hereby indemnified against; (d) any promptness in making any claim or demand hereunder; (e) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other person or persons or the failure to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other person or persons; (f) any defense based upon an election of remedies which destroys or otherwise impairs any or all of the subrogation rights of the BuyerBuyer or the right of the BuyerBuyer to proceed against any other person for reimbursement, or both; (g) any duty or obligation of the BuyerBuyer to perfect, protect, retain or enforce any security for the payment of amounts payable by the Guarantor hereunder or to proceed against any one or more persons as a condition to proceeding against the Guarantor; and (h) to the extent it may be waived, any principle or provision of law, statutory or otherwise, which is or might be in conflict with the terms and provisions of this Guaranty. No delay or failure on the part of the BuyerBuyer in the exercise of any right or remedy against any other party against whom the may have any rights shall operate as a waiver of any agreement or obligation contained herein, and no single or partial exercise by the of any rights or remedies hereunder shall preclude other or further exercise thereof or other exercise of any other right or remedy. No provision of this Guaranty or right of the hereunder can be waived, nor can Guarantor be released from its obligations hereunder prior to the expiration of this Guaranty in accordance with its terms, except by a writing duly executed by the . This Guaranty may not be modified, amended, revised, revoked, terminated prior to the expiration of this Guaranty in accordance with its terms, changed or varied in any way whatsoever, except by the express terms of a writing duly executed by Guarantor and the .

7. Notices. All notices, demands, requests or other communications to be sent by one party to the other hereunder or required by law shall be in writing, shall be sent by certified mail, postage prepaid, return receipt requested, or by overnight courier, or by hand delivery, and shall be effective as of the date on which it is received or would have been received but for the refusal of the addressee to accept delivery, and shall be addressed as follows:

   To Buyer:

   To Guarantor:

   With a copy to:

   [Carbon Supplier]

   By giving to the other party hereto at least fifteen (15) business days’ written notice thereof in accordance with the provisions hereof, the parties hereto shall have the right from time to time to change their respective addresses and each shall have the right to specify as its address any other address within the United States of America.

8. Governing Law and Venue. This Guaranty shall be interpreted, construed and governed by the Laws of the State of New York and shall be enforced in courts located in New York, New York.

9. [Dispute Resolution. In the event of any dispute, claim or controversy arising out of or relating to this Guaranty, Guarantor and the RepresentativesRepresentative will meet to resolve such dispute, claim or controversy within seven (7) days after the written request of any PartiesRepresentatives. Guarantor, the RepresentativesParty and their respective Carbon SupplierParty will cooperate in good faith to resolve such dispute, claim or controversy. If any such dispute, claim or controversy cannot be resolved within thirty (30) days after the initial meeting of the , Guarantor or either may refer such dispute, claim or controversy to arbitration. Any dispute, claim or controversy arising out of or relating to this Guaranty, or the breach, termination, enforcement, interpretation or validity thereof, shall be finally determined by arbitration in New York, New York before three arbitrator(s). The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules, except that in the case of a Guarantor or not located in or organized under the laws applicable in North America, the applicable rules shall be the JAMS International Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This Section 9 shall not preclude Guarantor or a from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.]⁵⁹⁵⁹

10. Entire Agreement. Except as provided in any other written agreement now or at any time hereafter in force executed by the Guarantor and accepted and acknowledged by the Buyer, this Guaranty shall constitute the entire agreement of the Guarantor with respect to the subject matter hereof, and no representation, understanding, promise or condition concerning the subject matter hereof shall be binding upon the Guarantor unless expressed herein.

11. Duration. The Guarantor hereby agrees that this Guaranty shall remain in full force and effect at all times hereinafter until the Guaranteed Obligations and the obligations hereunder are paid and/or performed in full subject to the limitations and expiration periods set forth herein, notwithstanding any action or undertakings by or against the BuyerBuyer and the Guarantor in any proceeding in the United States Bankruptcy Court, including, without limitation, any proceeding relating to valuation of collateral, election or imposition of secured or unsecured claim status upon claims by the pursuant to any Chapter of the Bankruptcy Code or the Rules of Bankruptcy Procedure, as same may be applicable from time to time.

12. Miscellaneous.

    1. Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall nevertheless be effective.

    2. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural, and the masculine shall include the feminine and neuter and vice versa. The word “person,” as used herein, shall include any individual, company, firm, association, limited liability company, corporation, trust or other legal entity of any kind whatsoever.

    3. All headings in this Guaranty are for convenience of reference only and are not intended to qualify the meaning of any provision of this Guaranty.

    4. The obligations of the Guarantor contained herein are undertaken solely and exclusively for the benefit of the Buyer and their permitted successors and assigns, and no other person or entities shall have any standing to enforce such obligations or be deemed to be beneficiaries of such obligations.

    5. This Guaranty may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed to be an original, and all of which, when taken together, shall be one and the same instrument, with the same effect as if all parties hereto had signed the same signature page. Any signature page of this Guaranty may be detached from any counterpart of this Guaranty without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Guaranty identical in form hereto but having attached to it one or more additional signature pages.

IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the date first above written.

[GUARANTOR]

______________________________
By:
Name:
Date:

[Acknowledged and agreed:

[BUYER]

______________________________
By:
Name:
Date:    ]

Exhibit O

Form of Consent to Collateral Assignment

This CONSENT TO COLLATERAL ASSIGNMENT (this “Consent Agreement”) is entered into as of [________][Supplier] among [Buyer][________], (the “Carbon Supplier”), Assigned Agreement (the “Buyer”) and , as Collateral Agent (together with its successors, designees and assigns in such capacity, the “Collateral Agent”). Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the (as defined below).

W I T N E S S E T H

WHEREAS, the BuyerCarbon Supplier and AgreementCarbon Supplier entered into that certain Carbon Removal Offtake Buyer[________] between and , dated as of (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Assigned Agreement”); and

WHEREAS, in connection with the financing for the ProjectCarbon Supplier, the Carbon SupplierAssigned Agreement and the Collateral Agent entered into a security agreement (as amended, amended and restated, replaced, supplemented or otherwise modified from time to time, the “Security Agreement”) pursuant to which Carbon Supplier has collaterally assigned all of its right, title, and interest in, to and under the to the Collateral Agent on behalf of certain secured creditors represented thereby, including noteholders, lenders, issuers of letters of credit, agents, interest rate hedge counterparties and/or other secured creditors providing credit to or for the benefit of the pursuant to certain contracts and agreements (such contracts and agreements, collectively, the “Secured Obligation Documents” and such creditors, collectively, the “Secured Parties”)

NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows:

1. Acknowledgement. The BuyerSecured Parties acknowledges the collateral assignment to the Collateral Agent for the benefit of the Carbon SupplierAssigned Agreement of all right, title, and interest of the Secured PartiesAssigned Agreement in, to and under the BuyerBuyer and acknowledges the right of the Collateral Agent, on behalf of the Carbon SupplierAssigned Agreement, to exercise the rights and remedies herein as secured creditors with respect to the Consent AgreementBuyer. Until such time as the Consent Agreement receives an Exercise of Remedies Notice, such shall continue to deal directly with the with respect to the . For purposes of this Section 1 of this , “Exercise of Remedies Notice” means a notice provided by the Collateral Agent to the pursuant to Section 10 of this reflecting the Collateral Agent’s intent to exercise certain rights and remedies herein and shall include reasonable detail of the rights and remedies Collateral Agent intends to exercise.

2. Assumption by the Collateral Agent or Designee.

   1. BuyerSecured Parties agrees that, if Collateral Agent, on behalf of the Assigned AgreementConsent Agreement, has elected to exercise rights and remedies to proceed against the BuyerConsent Agreement pursuant to the Secured Obligation Documents and this BuyerAssigned Agreement, and has provided Consent Agreement with an Exercise of Remedies Notice in accordance with Section 1 of this , then, if and only if has not terminated the pursuant to the terms thereof and of this , then:

      1. the Collateral Agent, including any purchaser in a foreclosure sale, may be substituted for Carbon SupplierAssigned Agreement under the Carbon SupplierAssigned Agreement, if and only if, the Collateral Agent, or the purchaser in a foreclosure sale, (x) are themselves a Subsequent Supplier or (y) engage a Subsequent Supplier pursuant to a reasonably acceptable operating agreement to perform ’s obligations under the ; and

      2. then the Assigned Agreement may be assigned by the Collateral Agent to a Subsequent Supplier.

      For purposes of this Section 2(a) of this Consent AgreementAssigned Agreement, “Subsequent Supplier” means (i) an entity that (a) has, or has retained a person or entity with at least five (5) years’ experience in the operation and maintenance of carbon capture facilities comparable to those contemplated in the Assigned AgreementCarbon Supplier; and (b) has agreed in writing to be bound by the Assigned AgreementBuyer and to assume all of ’s obligations under the or (ii) an entity which is reasonably acceptable to each of and the Collateral Agent (each acting reasonably).

   2. If the interest of the Carbon SupplierAssigned Agreement in the BuyerAssigned Agreement is sold or transferred to and assumed by a Subsequent Supplier as provided in Section 2(a), then BuyerAssigned Agreement shall recognize such Subsequent Supplier as its counterparty under the Assigned AgreementCarbon Supplier and, subject to all rights and remedies of Assigned Agreement under the , continue to perform its obligations under the in favor of such Subsequent Supplier. Any Subsequent Supplier that succeeds to the interests and obligations of must comply with the .

   3. Collateral Agent is not obligated to become a Subsequent Supplier unless and until it has agreed with BuyerAssigned Agreement to do so and Collateral Agent shall have no liability in respect of the Assigned AgreementAssigned Agreement unless and until it becomes a Subsequent Supplier and the liability in respect of any and all obligations of Collateral Agent under the Carbon SupplierAssigned Agreement shall be limited to the and this Consent. In no event shall Collateral Agent or any officer, director, employee, or shareholder of Collateral Agent have any personal liability for the ’s obligations under the except as separately assumed in writing.

   4. Notwithstanding any transfer, assignment, or assumption of the Assigned AgreementCarbon Supplier in accordance with this Section 2, the BuyerAssigned Agreement shall not be released or discharged from and shall remain liable for any and all of its obligations to the arising or accruing under the prior to such transfer, assignment, or assumption.

   5. In connection with the foregoing, the Buyer shall be entitled to assume that any exercise of rights by the Collateral Agent is in accordance with the Secured Obligation Documents without independent investigation thereof but shall have the right to require that the Collateral Agent and its designee (if applicable) provide reasonable evidence demonstrating the same.

3. Change of Control. BuyerAssigned Agreement hereby acknowledges both (i) the pledge of the Assigned AgreementSecurity Agreement to Collateral Agent as part of the transactions contemplated by the Secured Obligation Documents, and (ii) the transfer of such Consent AgreementBuyer, in connection with such an exercise of Collateral Agent’s remedies under the in accordance with Section 2 of this , to a Subsequent Supplier, provided that Collateral Agent provides written notice to in advance of any such transfer.

4. Replacement Agreement. If the Assigned AgreementCarbon Supplier is rejected or otherwise terminated in connection with any bankruptcy, insolvency, reorganization or similar proceedings in respect of the BuyerAssigned Agreement, BuyerAssigned Agreement will, at the option of Collateral Agent exercised within thirty (30) calendar days after such rejection or termination enter into a new agreement (the “Replacement Agreement”) with Collateral Agent (or its designee or assignee) (a) having identical terms as the Carbon SupplierAssigned Agreement (subject to any conforming changes (none of which may include limitation of Carbon Supplier’s remedies) necessitated by the substitution of the seller entity; provided that the following conditions shall apply: (i) the seller under the new agreement must be a Subsequent Supplier; (ii) the term under such new agreement shall be equal to the remaining balance of the term specified in the and (iii) Collateral Agent (or its designee or assignee) shall have cured any then-existing payment or performance defaults by under the (other than the bankruptcy of ).

5. Cure Rights.

   1. BuyerCarbon Supplier agrees that it shall not, without Collateral Agent’s prior written consent, mutually agree with Assigned AgreementBuyer to a voluntary termination of the Assigned AgreementAssigned Agreement; provided that notwithstanding the foregoing, may terminate the without Collateral Agent’s consent due to an uncured event of default under the after the expiration of Collateral Agent’s rights to cure under this Section 5.

   2. If Carbon SupplierAssigned Agreement defaults in the performance of any of its obligations under the Assigned AgreementBuyer, Collateral Agent may cure such default by the deadline provided therefor in the Assigned AgreementAssigned Agreement. Assigned AgreementAssigned Agreement will not terminate the ProjectBuyer before providing notice to Collateral Agent and giving Collateral Agent the opportunity to cure such default as follows: (i) with respect to any failure to make a payment when due, within thirty (30) days after the end of the specified cure period, if any, set forth in the and (ii) with respect to any other defaults, within the greater of (x) ninety (90) days or (y) thirty (30) days after the end of the specified cure period, if any, set forth in the ; provided, however, that such cure period in clause (ii) may be extended by a reasonable period of time, not to exceed an additional ninety (90) days if Collateral Agent has commenced and is diligently pursuing appropriate action to cure such non-monetary default. If, in connection with such default, Collateral Agent forecloses on its security interests in the and Collateral Agent needs to gain possession of the in order to perform such cure, will allow an additional reasonable amount of time, not to exceed one hundred eighty (180) days, to permit Collateral Agent to do so.

6. Bankruptcy Stays; Etc. If the Collateral Agent or its nominee is prohibited by any process or injunction issued by any court having jurisdiction of any bankruptcy or insolvency proceeding involving the Carbon SupplierAssigned Agreement from continuing the Carbon SupplierSecurity Agreement in place of the Assigned AgreementConsent Agreement or from otherwise exercising any of its rights or remedies hereunder or under the Consent Agreement in respect of the , then the times specified herein for the exercise by the Collateral Agent of any right or benefit granted to it hereunder (including without limitation the time period for the exercise of any cure rights granted in Section 5) shall be extended for the period of such prohibition; provided, that the Collateral Agent or its nominee is diligently pursuing such rights or remedies (to the extent permitted) in such bankruptcy or insolvency proceeding or otherwise and the Collateral Agent has notified the parties to this thereof and that such extension shall, together with the extensions outlined in Section 5 of this , not extend more than 180 days.

7. Representations and Warranties.

   1. The Buyer, as to itself only, hereby makes the following representations and warranties as of the date hereof:

      1. [Insert name of counterparty][form of entity] is a [jurisdiction of formation][Insert name of counterparty] validly existing and in good standing under the laws of the BuyerConsent Agreement. Assigned Agreement has the [corporate]/[limited liability company]/[partnership] power to carry on its business as currently being conducted and as proposed to be conducted by it. The has the [corporate]/[limited liability company]/[partnership] power and authority to execute and deliver this and the and to perform its obligations thereunder.

      2. This Consent AgreementAssigned Agreement and the BuyerBuyer to which such BuyerBuyer is a party has been duly authorized, executed and delivered by such , is in full force and effect and is a legal, valid and binding obligation of such enforceable against such in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, debt adjustment, moratorium or other similar laws affecting creditors’ rights generally and the application of general principles of equity or law (regardless of whether such enforceability is considered in a proceeding at law or in equity) and does not require any further consent or approval of any other person which have not been obtained.

      3. There are no amendments, modifications or supplements (whether by waiver, consent or otherwise) to the Assigned AgreementBuyer to which such [insert, if any]Assigned Agreement is a party, either oral or written[, other than Appendix A]. A true and correct copy of the , together with all Amendments, is attached hereto as .

      4. The execution and delivery of this Consent AgreementAssigned Agreement and the BuyerBuyer by such BuyerBuyer did not, and the fulfillment and compliance with the respective provisions hereof and thereof by such Buyer do not and will not, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien, security interest, charge, or encumbrance upon any of the properties or assets of the pursuant to the provisions of, or result in any violation of, (x) the articles or by-laws of such , or (y) any applicable law, statute, rule or regulation, or any agreement, instrument, order, judgment or decree, to which such is subject.

      5. There are no proceedings pending or, to such BuyerBuyer’s knowledge, threatened against or affecting such BuyerConsent Agreement in any court or by or before any governmental authority, arbitration board or tribunal that would reasonably be expected to have a material adverse effect upon Assigned Agreement’s ability to perform its obligations under this and the .

   2. The Carbon Supplier, as to itself only, hereby makes the following representations and warranties as of the date hereof:

      1. The Carbon SupplierBuyer gives notice to the Carbon SupplierSecurity Agreement that the Carbon SupplierAssigned Agreement has created or will pursuant to the Buyer create security interests in favor of the Collateral Agent over all of the ’s present and future right, title, benefit, and interest in the , and acknowledges that it has received this notice.

      2. (x) Carbon SupplierAssigned Agreement is not in default of any of its obligations under the Carbon SupplierCommercial Operation and (y) [subject to Commercial OperationBuyer’s obligation to declare the Carbon SupplierAssigned Agreement Date on or before the Guaranteed date,] no event or condition exists that would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either or to terminate or suspend its obligations under the .

      3. Carbon SupplierCarbon Supplier has not delivered notice of any assignment relative to the right, title, and interest of the Assigned Agreement in, to and under its other than the collateral assignment referred to in Section 1.

      4. Carbon SupplierAssigned Agreement is not in default of any of its obligations under the Carbon SupplierBuyer, to the best of the actual knowledge of Assigned Agreement, is not in default of any of its obligations under the .

8. Termination of the Assigned Agreement. BuyerCarbon Supplier agrees that it shall not, without Collateral Agent’s prior written consent, mutually agree with Assigned AgreementSection 8.2(a) to a voluntary termination of the Assigned AgreementBuyer pursuant to Assigned AgreementEvent of Default of the Assigned Agreement; provided that notwithstanding the foregoing, may terminate the without Collateral Agent consent due to an uncured under the after the expiration of Collateral Agent’s rights to cure under Section 5 hereof, subject to an extension, if applicable, pursuant to Section 6 hereof.

9. Notices. Notice to any party hereto shall be in writing to the addresses set forth below or such other addresses provided by notice in accordance herewith. Notices shall be deemed to be delivered (a) if personally delivered, on the date of such personal delivery, (b) if sent by reputable overnight delivery service, on the date of physical delivery confirmed by such reputable express delivery service or (c) if sent by electronic mail, on the date the intending recipient of an electronic mail confirms receipt.

   If to the Buyer:

   [Legal name of Buyer]
   [Address line 1]
   [Address line 2]
   [City, State, Zip/Postal]
   Attention: [________]
   Phone: [________]
   Email: [________]

   and with a copy (which shall not constitute notice) to:
   [________]

   If to the Carbon Supplier:
   [Legal name of Company}
   [Address line 1}
   [Address line 2}
   [City, State, Zip/Postal}
   Attention: [________}
   Phone: [________}
   Email: [________}

   If to the Collateral Agent:
   [Legal name of Collateral Agent]
   [Address line 1]
   [Address line 2]
   [City, State, Zip/Postal]
   Attention: [________]
   Phone: [________]
   Email: [________]

10. Amendment, Waiver. Neither this Consent AgreementBuyer nor any of the terms hereof may be terminated, amended, supplemented, waived or modified except by an instrument in writing signed by the Carbon Supplier, the and the Collateral Agent.

11. Binding Effect; Assignment. This Consent AgreementBuyer shall be binding upon and shall inure to the benefit of the Carbon Supplier, the and the Collateral Agent and their respective permitted successors, transferees and assigns.

12. Counterparts. This Consent AgreementDelivery may be executed in one or more counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Consent Agreement of an executed counterpart to this by facsimile or an electronic transmission of a PDF copy thereof shall be as effective as delivery of a manually signed original.

13. Governing Law. THIS CONSENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

14. Consent to Jurisdiction and Venue. The BuyerCarbon Supplier, Consent AgreementBuyer and Collateral Agent hereby submit to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Carbon SupplierBuyer or the transactions contemplated hereby. The Carbon SupplierBuyer, Carbon SupplierBuyer and Collateral Agent hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. To the extent permitted by applicable law, the Carbon Supplier, and Collateral Agent irrevocably agrees to the service of process of any of the aforementioned courts in any suit, action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, return receipt requested, to the , or Collateral Agent, as applicable, at its address referenced in Section 10, such service to be effective upon the date indicated on the postal receipt returned from such , or Collateral Agent, as applicable.

15. Waiver of Right to Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS CONSENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.

16. Payments. BuyerAssigned Agreement agrees to make all payments required to be made by it under the BuyerBuyer directly to the account described immediately below or to such other account as Collateral Agent may from time to time specify in writing to BuyerBuyer. Any payment made by BuyerBuyer to Collateral Agent shall discharge any obligation of Assigned Agreement to Carbon Seller, and agrees not to accept any changes to these payment instructions from Carbon Seller; provided, however, that this instruction does not constitute direct notification of as an account debtor within the meaning of Section 9406 of the Uniform Commercial Code. may reasonably and in good faith rely on the apparent authority of Collateral Agent or any person representing himself or herself as the authorized representative of Collateral Agent. In the event of a conflict or inconsistency between the terms of this Section and the payment terms of the , the terms of this Section shall prevail.

    ACCOUNT: [______]

17. Termination. This Consent AgreementSecured Parties and the rights of the Carbon SupplierSecurity Agreement hereunder shall automatically and without further action of the parties terminate upon (a) the satisfaction in full of Security AgreementBuyer’s obligations under the (other than contingent indemnification and reimbursement obligations that survive repayment of the loans and advances, interest fees and other amounts owed under the ) and (b) upon Collateral Agent’s consummation of all of its remedies available under this Consent. As a courtesy, Collateral Agent will notify in writing promptly upon the occurrence of the conditions described in either of the foregoing clauses (a) and (b).

18. Severability. If any provision of this Consent Agreement or the application thereof is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to the parties hereto or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party by the invalidity, unenforceability or nullification of the offensive provisions.

19. Third Party Rights. Nothing in this Consent AgreementPerson, expressed or implied, is intended or shall be construed to confer upon, or give to any BuyerCarbon Supplier, other than Consent AgreementBuyer, Carbon Supplier and Collateral Agent, respectively, rights, remedies or claims, legal or equitable, under or by reason hereof, or any covenant or condition hereof; and this and the covenants and agreements, here contained are and shall be held for the sole and exclusive benefit of , and Collateral Agent.

 
Signature page follows  
 
 

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Consent Agreement as of the date first written above.

[______________________]
as Buyer

By: ________________________
Name:
Title:

[______________________]
as Carbon Supplier

By: ________________________
Name:
Title:

[______________________]
as Collateral Agent

By: ________________________
Name:
Title:

[Exhibit P

Ecosystem Safety Plan

The Ecosystem Safety Plan should include the following:

1. Standard operating procedures for safe handling and spill prevention for feedstock, by-product, and waste materials;

2. Hazard analysis and relevant disaster management plans;

3. Decommissioning plan;

4. Potential ecosystem impacts list and thresholds for action; and

5. Ongoing risk monitoring plan.]⁶⁰⁶⁰

[Exhibit Q

Form of New Project ROFO Agreement⁶¹⁶¹

This New Project ROFO Agreement[TopCo] (this “Agreement”) is entered into by [_____][_____], a [TopCo][Buyer] organized under the laws of [_____][_____] (hereinafter “Agreement[_____]”) and [Carbon Supplier][TopCo], a BuyerAgreement organized under the laws of [TopCo]Buyer (hereinafter “Buyer”), in connection with that certain Carbon Removal Offtake (the “Offtake Agreement”), dated as of , between , [a wholly owned subsidiary of ], and . All capitalized terms used and not defined herein shall have the meanings assigned to them in the Offtake . and may be referred to herein collectively as the “Parties,” or individually as a “Party.”

1. Effect on Offtake Agreement. This AgreementAgreement shall not amend the Offtake AgreementAgreement. The Offtake [TopCo]Buyer shall remain in full force and effect, without modification, notwithstanding the entry into this [TopCo]Carbon Supplier by AgreementAgreement and the Section 5.2Agreement[, except that for so long as is the under the Offtake , this shall supersede the provisions of of the Offtake ]⁶²⁶²

2. New Projects.

   1. Right of First Offer. [TopCo]Affiliates, on behalf of itself and its BuyerBuyer, hereby grants to ROFO ShareCRUs a right of first offer (the “New Project ROFO”) as further described in this Section 2, for the purchase of up to Environmental AttributesCRUs’s Exhibit B of the or other similar to that are expected to be generated from new carbon removal projects not included in (Project Description) to the Offtake Agreement[TopCo] (each a “New Project”) that are owned or developed by Affiliates[TopCo] or any of its AffiliateNew Project CRUs (“New Project CRUs”), at a price at which [TopCo]Affiliate or such New Project CRUsPerson proposes to sell such TermAgreement (the “New Project CRU Price”), prior to Restricted PeriodNew Project ROFO or such CRUsEffective Date offering or selling such BuyerRepresentative to any other New Project CRUsBuyer during the [_____ (__%)]Total Contract Quantity of the Offtake Aggregate CRU Target and during the . For the avoidance of doubt, the does not apply to that have been contractually committed to third parties in definitive agreements executed prior to the and that have been disclosed to ’s . With respect to , ’s “ROFO Share” is equal to multiplied by (A) the divided by (B) the .

   2. Exercise of Rights.

      1. Notice. [TopCo]Affiliate or its applicable BuyerNew Project shall provide written notice to [TopCo]Affiliate of any New Project CRUsNew Project reasonably promptly after BuyerExhibit G or such determines that will be offered for sale from such . Such written notice shall be provided to in the form attached hereto as (Form of ROFO Notice) to the Offtake AgreementNew Project CRUs (the “ROFO Notice”), and shall describe the New Project CRUsNew Project CRUs, including the source, number and quality of such New Project CRU Price[TopCo], the time periods during which such New Project CRUsROFO Notice are expected to be available and the CRUsEnvironmental Attributes. CRUs shall propose a form of agreement for the purchase and sale of such on the terms of the transaction set forth in the and otherwise on commercially reasonable terms and conditions typical for an offtake agreement for or similar to , as applicable (the “Proposed Project Agreement”).

      2. Response. If BuyerBuyer desires to purchase some or all of ROFO ShareNew Project CRUs’s Buyer[TopCo] of the AffiliateExhibit H, shall provide written notice to or its applicable in the form set forth in (Form of ROFO Acceptance Notice) to the Offtake AgreementProposed Project Agreement (the “ROFO Acceptance Notice”), together with a signed Proposed Project AgreementROFO Notice or a revised version of such BuyerProposed Project Agreement, within ninety (90) days after the date of receipt of the [TopCo]Affiliate (the “New Project ROFO Deadline”). If [TopCo]Affiliate submits a revised version of the BuyerParty to New Project ROFO DeadlineProposed Project Agreement or its applicable PartiesParty as set forth in this Section 2(b), Proposed Project AgreementParty or such shall negotiate in good faith exclusively with for a period of no less than ninety (90) days (subject to extension by either for an additional ninety (90) days if negotiations are ongoing at the end of the initial ninety (90) day period) after the to finalize the in a form mutually acceptable to the (a “New Project Agreement”). Each shall respond promptly to proposed revisions to the provided by the other .

      3. Acceptance or Rejection. If BuyerROFO Acceptance Notice does not submit a New Project CRUsNew Project ROFO Deadline for [TopCo]Affiliate by the PartiesNew Project Agreement (or notifies PartyNew Project CRUs or its applicable ROFO Notice[TopCo] in writing prior to such deadline that it does not intend to exercise its ROFO with respect to such notice) or the AffiliatesNew Project CRUs fail to reach agreement on a New CRU PriceROFO Notice within the time periods established pursuant to Section 2(b), no further action is required by either Buyer[TopCo] with respect to the AffiliateROFO Notice set forth in the BuyerNew Project CRUs; provided that neither nor any of its may sell the at a price lower than the stated in the or otherwise on more favorable terms, taken as a whole, compared to those offered to unless or such shall have first issued an additional to offering to sell such at such proposed price or terms in accordance with this Section 2.

      4. Survival of ROFO Obligation; Application in Context of Assignment or Change of Control. [TopCo]Agreement acknowledges and agrees that in the event of an assignment of the Offtake ProjectAffiliate and a transfer of all of the [Carbon Supplier][TopCo]’s assets to an Section 7.11(a)Agreement of [TopCo]AffiliatesNew Project ROFOAgreement in accordance with ProjectChange of Control of the Offtake Carbon SupplierAgreement, AgreementSection 7.11 and its Section 7.12Agreement (including the applicable assignee) shall continue to be bound by the Change of ControlExcess CRU ROFO set forth herein. In addition, in the event that this Section 5.2Agreement is assigned by operation of law in connection with a transfer of the to a third party pursuant to a of that is otherwise permitted by and complies with the terms of this and the Offtake , including and of the Offtake , the acquiring or surviving entity in such shall continue to be bound by the set forth in of the Offtake (but not, for clarity, as to any other projects or operations of the applicable third party).

3. Remedies. As Buyer[TopCo]’s sole and exclusive remedy and [TopCo]Agreement’s sole and entire obligation for a breach by Buyer[TopCo] of the requirements of this CRUsEnvironmental Attributes with respect to BuyerBuyer, CRUsBuyer shall (i) offer replacement BuyerNew Project CRUs or other Buyer to that are acceptable to in its sole discretion or (ii) if such replacement are not available or are not acceptable to in its sole discretion, pay to the value received from the sale of any not offered to as required by Section 2 above.

4. Miscellaneous. The provisions of Article 10 of the Offtake AgreementAgreement shall apply, mutatis mutandis, to the interpretation of this AgreementSection 10.5, except that, for purposes of this Agreement, of the Offtake shall be revised as follows:

   “Assignment. No Party to this Agreement shall assign, transfer, license or sublicense its rights under this Agreement (or any right granted herein) without the prior written consent of the other Party.”

 
Signature page follows  
 
 

[TOP-LEVEL ENTITY]

By:
Name:
Title:
Date:

[BUYER]

By:
Name:
Title:
Date:    ]