Common use of Purchase and Sale Obligation Clause in Contracts

Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a portion of the Product purchased under this Agreement (“Resold Product”). (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have exclusive right to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns A. You hereby agree to sell and otherwise commits and shall deliver to Buyer Product for BuyerUs, and We hereby agree to purchase and take delivery of, the SRECs produced from Seller’s exclusive useProject as and when such SRECs are created by, pursuant to and through, the terms and conditions contained actual generation of one (1) megawatt hour of electricity by Seller’s Project, as registered on the SREC Meter or as otherwise provided herein. Buyer shall have , during the right to re-sell all or a portion Term of the Product purchased under this Agreement (the “Resold ProductTransferred SRECs”). B. Only whole (ias opposed to fractional) As Transferred SRECs shall be considered eligible for payment under this Agreement. C. In addition to Seller’s sale and Purchaser’s purchase of SRECs (as defined herein and in the New Jersey RPS), Purchaser, without the payment of any additional consideration to Seller, shall receive title to, and Seller shall convey to Purchaser, any and all other Environmental Attributes associated with the electricity generated by Seller’s Project. For purposes hereof, “Environmental Attributes” excludes electric energy and capacity produced, but includes any other emissions, air quality or other environmental attribute, aspect, characteristic, claim, credit, benefit, reduction, offset or allowance, howsoever entitled or designated, resulting from, attributable to or associated with the generation of energy by a solar renewable energy facility, whether existing as of the Execution Date, date of the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority SREC Contracting Order or Person having jurisdiction over Capacity Attributes results in the increase future, and whether as a result of any present or decrease of future local, state or federal laws or regulations or local, state, national or international voluntary program. If during the amount of Capacity Attributes Delivery Period, a change in laws or regulations occurs that may be calculated or derived from the Operational Characteristics prior creates value in Environmental Attributes, including but not limited to the effective date of such changeany associated tax references and benefits, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Dateat Purchaser’s request, Seller shall continue cooperate with Purchaser to deliver register such Environmental Attributes or take other action necessary to obtain the amount value of the Capacity such Environmental Attributes of Product as stated prior to the Confirmation Noticefor Purchaser. (iii) Buyer D. We shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller not purchase any energy or capacity from Seller’s Project under this Section 3.2(a)Agreement, and all Product deliverable You may enter into other agreements with others to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [sell energy and/or capacity produced by Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]Project. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have exclusive right to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a portion of the Product purchased under this Agreement (“Resold Product”). (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five Six [Seller’s Delivery], Six Seven [Compensation] and Nine Ten [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to, or cause Seller or Seller’s SC to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do somarket, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During Subject to the Termprice provisions and other terms set forth in this Agreement, and in accordance with the terms of subsection (d) of this Section 1, during the approximately six-year term of this Agreement Seller grants, pledges, assigns and otherwise commits and shall deliver sell to Buyer Product for Buyer’s exclusive useand Buyer shall purchase from Seller (in accordance with the provisions of the price list set forth in Schedule A attached hereto): (i) the quantities of [***] set forth below by December 31st of each Contract Year (as hereinafter defined), with the cumulative count commencing, subject to the final sentence of Section 4 hereof, on the date of execution and delivery hereof: *** - indicates Confidential Terms redacted pursuant to Rule 406. Such redacted material has been filed separately with the Securities Exchange Commission. By December 31st of Contract Year: Buyer Shall Cumulatively Purchase: 2005 [***] 2006 [***] 2007 [***] 2008 [***] 2009 [***] 2010 [***] (each such cumulative amount called a “Cumulative Purchase Commitment”), (ii) subject to the limitations on Seller’s obligations to ship [***] set forth in Section 3(c) hereof, such additional amounts of [***] as Buyer shall order for [***] (as that phrase is defined in Section 6 hereof) from time to time, and (iii) such quantities of [***] (collectively the [***] and individually an [***]) as shall be required by Buyer. (b) Notwithstanding the compliance by Buyer with the Cumulative Purchase Commitment set forth in subsection (a) of this Section 1, and in accordance with the terms of subsection (d) of this Section 1, with respect to purchases and conditions contained herein. sales of [***], in each of Contract Year 2005 and Contract Year 2006 Buyer shall purchase from Seller a minimum of [***], and in each of Contract Year thereafter Buyer shall purchase from Seller a minimum of [***]; provided, however, that Buyer shall have the right to re-sell all or designate solely one Contract Year after Contract Year 2006 as a portion “Low Yearly Purchase Commitment Contract Year” by written notice given to Seller during the Low Yearly Purchase Commitment Contract Year, but given no later than October 1st of the Product Low Yearly Purchase Commitment Contract Year, if, and only if, as of the December 31st immediately preceding the Low Yearly Purchase Commitment Contract Year, the cumulative tons of [***], including for this purpose the Qualifying [***] Tons (as hereinafter defined), purchased under this Agreement exceed Buyer’s Cumulative Purchase Commitment as of that December 31st by not less than [***]. The consequence of such a designation is that solely during the Contract Year designated as the Low Yearly Purchase Commitment Contract Year, in lieu of a commitment to purchase [***] of [***] (“Resold Product”including Qualifying [***] Tons). , Buyer’s commitment to purchase [***] (iincluding Qualifying [***] Tons) As of the Execution Date, from Seller shall be reduced from said [***] figure by the amount of Capacity Attributes comprising the Product that Seller commits such excess (but in no instance shall it be reduced to deliver to Buyer is listed below in subsection 3.2(a)(iv). (iia commitment quantity less than [***]) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease rather than being [***]. For purposes of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until , each Contract Year’s [***] or [***] (as the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iiicase may be) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under [***] purchase commitment contained in this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] subsection (b) During the Termis hereinafter called a “Yearly Purchase Commitment” for that Contract Year; provided, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to timehowever, that are necessary if there shall be a Low Yearly Purchase Commitment Contract Year, then Buyer shall instead be committed to ensure purchase the quantity of [***] (including Qualifying [***] Tons) not less than [***] nor greater than [***] that Buyer can use Productis determined as set forth above, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during and that said commitment shall be the Delivery Term“Yearly Purchase Commitment” for the Contract Year in which the Low Yearly Purchase Commitment Contract Year occurs. (c) Seller may sell Capacity Attributes from All minimum tonnage purchase requirements (whether a Cumulative Purchase Commitment or a Yearly Purchase Commitment) described in subsections (a) and (b) of this Section 1 refer to purchases of [***] or Qualifying [***] Tons. Said minimum tonnage purchase requirements do not refer to the Project [***]. All references in excess of this Agreement and its Schedules to “tons” are references to short tons (i.e., 2,000 pounds). As used in this Agreement, the term “Quartz Sand Products” means the [***] and [***], taken together; and the term “Quartz Sand Product” means, if anyseparately, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreementany individual [***] and [***]. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have exclusive right to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to may re-sell all or a any portion of the Product purchased under this Agreement (“Resold Product”). (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other a Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of a change in the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such changeProduct, then including without limitation, Other Capacity Attributes, either Party shall provide Notice to Notify the other Party upon knowledge of such change and prior to the effective date of such change specifying the altered amounts and delivery method of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Notify Seller of the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts Capacity Attributes (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) Quantity and fixed-fixed price per unit kilowatt-month listed below in subsection 3.2(a)(iv) (that fixed price, “Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer Buyer, and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [(Seller’s Delivery]), Six [(Compensation] ) and Nine [(Payment and Netting]). (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. System RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw/kW-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use the Product, including enabling Buyer to apply the Product towards toward Buyer’s RAR Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to offer, bid, or otherwise submit the Product for re-sale in such marketsmarket, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a any portion of the Product purchased under this Agreement (“Resold Product”). (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five Six [Seller’s Delivery], Six Seven [Compensation] and Nine Ten [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to, or cause Seller or Seller’s SC to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do somarket, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product during the Term for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to may re-sell all or a any portion of the Product purchased under this Agreement (“Resold Product”). (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other a Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of a change in the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such changeProduct, then including without limitation, Other Capacity Attributes, either Party shall provide Notice to Notify the other Party upon knowledge of such change and prior to the effective date of such change specifying the altered amounts and delivery method of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Notify Seller of the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts Capacity Attributes (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall will automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) Quantity and fixed-fixed price per unit kilowatt-month listed below in subsection 3.2(a)(iv) (that fixed price, “Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer Buyer, and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [(Seller’s Delivery]), Six [(Compensation] ) and Nine [(Payment and Netting]). (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. System RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw/kW-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use the Product, including enabling Buyer to apply the Product towards toward Buyer’s RAR Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to offer, bid, or otherwise submit the Product for re-sale in such marketsmarket, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a portion of the Product purchased under this Agreement (“Resold Product”). (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, , (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have exclusive right to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During Subject to the Termprice provisions and other terms set forth in this Agreement, and in accordance with the terms of subsection (d) of this Section 1, during the approximately six-year term of this Agreement Seller grants, pledges, assigns and otherwise commits and shall deliver sell to Buyer Product for Buyer’s exclusive useand Buyer shall purchase from Seller (in accordance with the provisions of the price list set forth in Schedule A attached hereto): (i) the quantities of [***] set forth below by December 31st of each Contract Year (as hereinafter defined), with the cumulative count commencing, subject to the final sentence of Section 4 hereof, on the date of execution and delivery hereof: *** - indicates Confidential Terms redacted pursuant to Rule 406. Such redacted material has been filed separately with the Securities Exchange Commission. By December 31st of Contract Year: Buyer Shall Cumulatively Purchase: (each such cumulative amount called a “Cumulative Purchase Commitment”), (ii) subject to the limitations on Seller’s obligations to ship [***] set forth in Section 3(c) hereof, such additional amounts of [***] as Buyer shall order for [***] (as that phrase is defined in Section 6 hereof) from time to time, and (iii) such quantities of [***] (collectively the [***] and individually an [***]) as shall be required by Buyer. (b) Notwithstanding the compliance by Buyer with the Cumulative Purchase Commitment set forth in subsection (a) of this Section 1, and in accordance with the terms of subsection (d) of this Section 1, with respect to purchases and conditions contained herein. sales of [***], in each of Contract Year 2005 and Contract Year 2006 Buyer shall purchase from Seller a minimum of [***], and in each of Contract Year thereafter Buyer shall purchase from Seller a minimum of [***]; provided, however, that Buyer shall have the right to re-sell all or designate solely one Contract Year after Contract Year 2006 as a portion “Low Yearly Purchase Commitment Contract Year” by written notice given to Seller during the Low Yearly Purchase Commitment Contract Year, but given no later than October 1st of the Product Low Yearly Purchase Commitment Contract Year, if, and only if, as of the December 31st immediately preceding the Low Yearly Purchase Commitment Contract Year, the cumulative tons of [***], including for this purpose the Qualifying [***] Tons (as hereinafter defined), purchased under this Agreement exceed Buyer’s Cumulative Purchase Commitment as of that December 31st by not less than [***]. The consequence of such a designation is that solely during the Contract Year designated as the Low Yearly Purchase Commitment Contract Year, in lieu of a commitment to purchase [***] of [***] (“Resold Product”including Qualifying [***] Tons). , Buyer’s commitment to purchase [***] (iincluding Qualifying [***] Tons) As of the Execution Date, from Seller shall be reduced from said [***] figure by the amount of Capacity Attributes comprising the Product that Seller commits such excess (but in no instance shall it be reduced to deliver to Buyer is listed below in subsection 3.2(a)(iv). (iia commitment quantity less than [***]) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease rather than being [***]. For purposes of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until , each Contract Year’s [***] or [***] (as the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iiicase may be) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under [***] purchase commitment contained in this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] subsection (b) During the Termis hereinafter called a “Yearly Purchase Commitment” for that Contract Year; provided, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to timehowever, that are necessary if there shall be a Low Yearly Purchase Commitment Contract Year, then Buyer shall instead be committed to ensure purchase the quantity of [***] (including Qualifying [***] Tons) not less than [***] nor greater than [***] that Buyer can use Productis determined as set forth above, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during and that said commitment shall be the Delivery Term“Yearly Purchase Commitment” for the Contract Year in which the Low Yearly Purchase Commitment Contract Year occurs. (c) Seller may sell Capacity Attributes from All minimum tonnage purchase requirements (whether a Cumulative Purchase Commitment or a Yearly Purchase Commitment) described in subsections (a) and (b) of this Section 1 refer to purchases of [***] or Qualifying [***] Tons. Said minimum tonnage purchase requirements do not refer to the Project [***]. All references in excess of this Agreement and its Schedules to “tons” are references to short tons (i.e., 2,000 pounds). As used in this Agreement, the term “Quartz Sand Products” means the [***] and [***], taken together; and the term “Quartz Sand Product” means, if anyseparately, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreementany individual [***] and [***]. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have exclusive right to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a any portion of the Product purchased under this Agreement (“Resold Product”). In the event the Project is capable of participating the Resource Adequacy (RA) market prior to commencement of the Delivery Term, Seller shall notify Buyer at least seventy five (75) days before it participates in the Resource Adequacy (RA) market. (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to offer, bid, or otherwise submit the Product for re-sale in such marketsmarket, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a portion of the Product purchased under this Agreement (“Resold Product”). (i) As of the Execution Effective Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) The Parties acknowledge there are ongoing changes and anticipate future changes to resource adequacy regulatory programs, specifically, but not limited to, the CPUC’s recent decision to create a central procurement entity for Local RAR (see CPUC Decision 20-06-002) and further contemplated changes to the CPUC’s Resource Adequacy Program (see CPUC Rulemaking 19- 11-009). To the extent that current or future regulatory changes diminish the value of Capacity Attributes to Buyer, Xxxxxx agrees to fully cooperate with Buyer and use reasonable efforts to maximize the value of Capacity Attributes for Buyer in meeting regulatory requirements and/or monetizing the Capacity Attributes provided by this Agreement. (iv) Buyer shall pay Seller for Product based on the amount (“Payment Confirmed Quantity”) , and fixed-fixed price per unit listed below in the Cover Sheet (“Contract Price”), for all months of the Delivery Term. All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Six (Seller’s Delivery]), Six [Seven (Compensation] ) and Nine [Ten (Payment and Netting]). (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, , (i) to third parties, (ii) into the applicable market or (iii) to Buyer with BuyerXxxxx’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to offer, bid, or otherwise submit, or cause Buyer’s SC to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do somarket, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a any portion of the Product purchased under this Agreement (“Resold Product”). In the event the Project is capable of participating in the Resource Adequacy (RA) market prior to commencement of the Delivery Term, Seller shall notify Buyer at least seventy five (75) days before it participates in the Resource Adequacy (RA) market. (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [Seller’s Delivery], Six [Compensation] and Nine [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to offer, bid, or otherwise submit the Product for re-sale in such marketsmarket, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Delivery Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a any portion of the Product purchased under this Agreement (“Resold Product”). In the event the Project is capable of participating in the Resource Adequacy (RA) market prior to commencement of the Delivery Term, Seller shall notify Buyer as soon as reasonably practical and at least seventy five (75) days before it participates in the Resource Adequacy (RA) market. (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five [(Seller’s Delivery]), Six [(Compensation] ) and Nine [(Payment and Netting]). (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use the Product, including enabling Buyer to apply the Product towards toward Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, (i) to third parties, (ii) into the applicable market or (iii) to Buyer with Buyer’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to offer, bid, or otherwise submit the Product for re-sale in such marketsmarket, or to cause Seller or Seller’s SC to do so, and Buyer shall retain and receive any and all related revenues.

Purchase and Sale Obligation. (a) During the Term, Seller grants, pledges, assigns and otherwise commits and shall deliver to Buyer Product for Buyer’s exclusive use, pursuant to the terms and conditions contained herein. Buyer shall have the right to re-sell all or a portion of the Product purchased under this Agreement (“Resold Product”). (i) As of the Execution Date, the amount of Capacity Attributes comprising the Product that Seller commits to deliver to Buyer is listed below in subsection 3.2(a)(iv). (ii) In the event any change by the CPUC, CAISO, other Governmental Authority or Person having jurisdiction over Capacity Attributes results in the increase or decrease of the amount of Capacity Attributes that may be calculated or derived from the Operational Characteristics prior to the effective date of such change, then either Party shall provide Notice to the other Party upon knowledge of such change specifying the altered amounts of Capacity Attributes of Product (“Change Notice”). Following a Change Notice, Buyer will confirm via Notice to Seller the amended amount of Capacity Attributes of Product based on such change and the date that Seller shall commence delivery of such amended amounts (“Confirmation Notice”). The amounts of Capacity Attributes of Product shall automatically adjust upon the date set forth in the Confirmation Notice (“Capacity Adjustment Date”) without further need for the Parties to amend this Agreement. Until the Capacity Adjustment Date, Seller shall continue to deliver the amount of the Capacity Attributes of Product as stated prior to the Confirmation Notice. (iii) Buyer shall pay Seller for Product based on the amount (“Payment Quantity”) and fixed-price per unit listed below (“Contract Price”). All obligations of Seller under this Section 3.2(a), and all Product deliverable to Buyer and compensation due to Seller under this Agreement are subject to and made in accordance with Articles Five Six [Seller’s Delivery], Six Seven [Compensation] and Nine Ten [Payment and Netting]. (iv) Capacity Attributes of Product, Payment Quantity and Contract Price. RA Attributes: ___ MW Flexible RA Attributes: ____MW Other Capacity Attributes: _____MW Payment Quantity: ___ MW Contract Price: ___ [In $/kw-mo for all months in the Delivery Term] (b) During the Term, Seller shall take all actions, including executing all documents or instruments, complying with all applicable registration, certification and reporting requirements of all applicable Governmental Authorities and other Persons, as such requirements may be amended from time to time, that are necessary to ensure that Buyer can use Product, including enabling Buyer to apply Product towards Buyer’s Compliance Obligations, or sell Resold Product, at all times during the Delivery Term. (c) Seller may sell Capacity Attributes from the Project in excess of Product, if any, , (i) to third parties, (ii) into the applicable market or (iii) to Buyer with BuyerXxxxx’s prior agreement. (d) In the event a centralized capacity market develops within the WECC region, Buyer will have the exclusive right to, or cause Seller or Seller’s SC to offer, bid, or otherwise submit the Product for re-sale in such markets, or to cause Seller or Seller’s SC to do somarket, and Buyer shall retain and receive any and all related revenues.