HEADS OF TERMS FOR CARBON OFFSET PROJECT

No. Topic Terms

1. Parties 1.1. These Heads of Terms ("HoT") are entered into on [ ] between:

1.1.1. [ ] (company number 987654321) with registered office

at 1-2 Blue Road, London ("Buyer"); and

1.1.2. GREEN GUYS LIMITED (company number

123456789) with registered office at 1-2 Green Street,
London ("Seller").

2. Background 2.1. Buyer appoints the Seller to procure and sell to Buyer the VERs
(defined below) generated by the Eligible Projects (defined
below).

2.2. These HoT are not exhaustive but are intended to ensure that some
of the key commercial arrangements are agreed. These HoT will
form the basis of a detailed agreement to be entered into between
Buyer and the Seller ("Agreement").

2.3. Following the execution of these HoT, the parties will negotiate
the Agreement in good faith and promptly.

3. Term of the 3.1. The Agreement will commence on [ ] and will remain in force
Agreement until [ ] ("Term").

4. Sale and 4.1. Buyer will purchase and Seller will sell the VERs generated by the
Purchase Eligible Projects (defined below).

4.2. Each year Seller will sell, and Buyer will purchase, the Annual
VERs at the VER Price (defined below). "Annual VERs" means,
in respect of a year, the number of VERs (of the specified vintage)
to be purchased that year by Buyer, as set out in the Schedule to
these HoT.

4.3. A "VER" means a verified emission reduction issued: (i) as a

Verified Carbon Unit by the Verified Carbon Standard (Verra);
(ii) as a Gold Standard VER issued by the Gold Standard; or (iii)
any other alternative carbon standard ("Eligible Standard").

5. Assignment 5.1. Save for an assignment or novation by either party to another

member of its corporate group (where no consent will be
required), neither party will, without the consent of the other party,
assign, transfer, mortgage, charge, subcontract, delegate, declare
a trust over or deal in any other manner with any of its rights or
obligations under these HoT or the Agreement.

6. Eligible 6.1. Each project within a Project Portfolio must satisfy each of the
Projects following criteria:

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 6.1.1. the project does not involve hydroelectric power
generation or the destruction of industrial gases (such as
HFC-23 and N2O);

6.1.2. the project is registered under an Eligible Standard; and

6.1.3. no third party has any rights or interests over the VERs
the subject of these HoT or the Agreement,

("Eligibility Criteria").

6.2. An "Eligible Project" is a project developed to reduce or avoid

greenhouse gas emissions and which, in Seller's opinion, satisfies
the Eligibility Criteria.

7. Project 7.1. If the project does not meet or no longer meets the Eligibility
Portfolio Criteria, Buyer may notify Seller requesting Seller to remove
and/or replace the project, providing reasons for such request, and:

7.1.1. that project will immediately be removed from the

Project Portfolio; and

7.1.2. if requested to do so by Buyer, the Seller will, within one

(1) month of such request (or such other period as may
be agreed between the parties), replace it with another
Eligible Project specified by Buyer or, if none is
specified, by an Eligible Project which is otherwise
acceptable to Buyer.

7.2. In the event a project in the Project Portfolio is replaced pursuant

to paragraph 7.1 and the price of the VERs of any replacement
project is different to the VER Price for the original project:

7.2.1. the Seller will pass on any reduction in price to Buyer; or

7.2.2. Buyer will pay to the Seller any increase in price.

7.3. Where a project is replaced because it does not satisfy, or no

longer satisfies, one or more of the Eligibility Criteria, the Seller
will be solely responsible for the administrative costs associated
with removing and/or replacing a project.

8. Delivery of 8.1. Seller will Deliver the Annual VERs to Buyer on the dates agreed
VERs between the parties and, if no agreement is reached, on the dates
specified in column 1 in respect of the VERs issued in the period
specified in column 2 of the following table ("Delivery Date"):

Delivery Date Period

31 December 2021 1 January 2021 – 31 December

2021

31 December 2022 1 January 2022 – 31 December

2022

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 31 December 2023 1 January 2023 – 31 December
2023

8.2. Buyer may, upon prior written notice to the Seller, opt for the
Retirement of the VERs on behalf of Buyer (as an alternative
means of delivery). "Retirement" means the permanent removal
of a VER from circulation in the relevant registry system, which
represents an offset of one metric tonne of CO2 equivalent.

8.3. The parties acknowledge and agree that Seller has no obligation
to Deliver any VERs to Buyer until it has received full payment in
accordance with the terms of the Agreement (without set off,
deduction or counterclaim) relating to such VERs.

8.4. Upon Delivery, Seller will transfer all unencumbered rights, title
and interests in the VERs to Buyer.

9. Shortfall 9.1. In the event that Seller fails to Deliver the number of VERs
equivalent to the Annual VERs by the relevant Delivery Date
("Shortfall Quantity"), Seller will deliver to Buyer (or, at Buyer's
election, Retire) a number of VERs equivalent to the Shortfall
Quantity from projects that are materially comparable to the
Eligible Projects in respect of which the Shortfall Quantity applied
as agreed in writing by the parties, such agreement not to be
unreasonably withheld or delayed ("Shortfall VERs").

9.2. To the extent the Shortfall Quantity arises as a result of Buyer

exercising its rights under paragraph 7.1 above and the price of the
Shortfall VERs is different to the VER Price for the original
project the provisions of paragraphs 7.2.1 and 7.2.2 will apply.

10. Termination 10.1. Each party will be entitled to terminate the Agreement following
an event of default customary for that party for a transaction of
this nature, which will include, but not be limited to, breach of
covenant or material obligations (including failure to Deliver the
VERs); certain warranties being misleading or incorrect (e.g.
warranties relating to compliance with laws, money laundering,
corruption and fraud); insolvency; misrepresentation; material
adverse effect; repudiation; illegality; change of control; and
change of law.

11. VER Price 11.1. Buyer will pay Seller the VER Price in accordance with these HoT
or the Agreement.

11.2. Buyer will not be responsible for any costs, liabilities, fees and
expenses associated with the validation, verification, and
registration of the Eligible Project; the issuance of VERs; the
transfer and/or Delivery of VERs to Buyer’s registry account; or
the Retirement of VERs.

11.3. Any taxes that may be payable with regard to any Eligible Project,
the Agreement or the Delivery of VERs will be borne and paid for
by Seller.

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12. Warranties 12.1. Seller will provide a comprehensive set of warranties typical for a
transaction of this kind (including in respect of power, authority
and legal validity; compliance with laws; holding all necessary
permits, authorisations, consents and approvals; accuracy of
information provided; good legal title; no insolvency; no
litigation; no events of default; no material adverse effects) and
the following:

12.1.1. all representations and statements made in its RFP

response are true and accurate in all material respects;

12.1.2. each project within the Project Portfolio is an Eligible

Project (i.e. it satisfies the Eligibility Criteria); and

12.1.3. neither the Seller, nor any person on its behalf, has been
engaged in: (a) corrupt, fraudulent, collusive, coercive or
obstructive practices (all of which will be more
specifically defined in the Agreement) in connection with
the Eligible Projects or any transaction contemplated by
the Agreement, including the procurement or execution of
any contract for goods, services or works relating to the
Eligible Projects; (b) money laundering or act in breach of
any laws relating to money laundering; or (c) the financing
of terrorism.

12.2. Seller's liability under the Agreement will be limited to £10,000

and will exclude indirect and consequential loss.

13. Dispute 13.1. Any dispute arising out of or connected with the Agreement will
resolution be resolved by arbitration in London conducted in English by a
single arbitrator pursuant to the rules of the London Court of
International Arbitration (LCIA).

14. Costs 14.1. Each party will be responsible for its own costs in relation to the
preparation and negotiation of the Agreement.

15. Governing law 15.1. These HoT are, and the Agreement will, be governed by and
construed in accordance with the laws of England and the parties
will submit to the exclusive jurisdiction of the English Courts.

16. Counterparts 16.1. These HoT may be executed in any number of counterparts, each
of which is an original and all of which together evidence the same
agreement.

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 Signed for and on behalf of BUYER Signed for and on behalf of GREEN GUYS
LIMITED

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

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 SCHEDULE
DETAILS OF ELIGIBLE PROJECTS, ANNUAL VERS, VER PRICE AND VER VINTAGE

[ ]

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