MB DRAFT 8/17/11 FORM OF PURCHASE OPTION AGREEMENT This PURCHASE OPTION AGREEMENT (this Option Agreement) is made as of [_______],

2011 (the Effective Date) by and between [The City of Ansonia, Connecticut], a [Connecticut municipal corporation] (Site Owner), and [Greenpoint Energy Partners (Ansonia) LLC], a Delaware limited liability company (Greenpoint). Site Owner and Greenpoint (together with their respective successors and assigns) are the Parties and each individually is a Party to this Option Agreement. RECITALS: A. Site Owner and Greenpoint are parties to (i) that certain Site Lease and Easement Agreement (the Site Lease) and (ii) that certain Power Purchase Agreement (the Power Purchase Agreement), each dated as of even date herewith. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Site Lease or the Power Purchase Agreement, as the case may be. B. Pursuant to the Site Lease, Greenpoint is developing an anaerobic digestion energy conversion facility of 1.5MW2.0MW (net) (as defined in the Power Purchase Agreement, the Facility) located on property adjacent to the Plant Site in Ansonia, Connecticut, as more particularly described in Exhibit A attached hereto and made a part hereof (the Site). C. Site Owner and Greenpoint have entered into the Power Purchase Agreement under which Site Owner has agreed to purchase 100% of the Facilitys gross net electrical energy output conditioned upon, among other things, the execution of this Option Agreement. NOW THEREFORE, in consideration of Site Owners promises to purchase the output of the Facility at the prices and under the terms of the Power Purchase Agreement, and other good and valuable consideration, the Parties agree as follows: 1. Grant of Option. Greenpoint hereby grants to Site Owner, and its successors and assigns, for the fixed period of twenty-five (25) years from the Commercial Operations Date, an exclusive, irrevocable option (the Option) to purchase the Facility within the Option Exercise Period hereafter stated and subject to the purchase conditions and terms hereafter stated. Upon the exercise of the Option by Site Owner, this Option Agreement shall constitute the agreement of sale and purchase between the Parties with respect to the Facility. 2. Option Exercise Period and Termination.

(a) Except as otherwise provided herein, the Option Exercise Period shall commence on the date that is ninety (90) days prior to the 25th anniversary of the Commercial Operations Date and shall end on the 25th anniversary of the Commercial Operations Date. This Option Agreement shall terminate upon the expiration or termination of the Option Exercise Period; provided that if the Option is exercised as provided herein within the Option Exercise Period, then this Option Agreement shall remain in effect to the extent necessary to complete the transactions contemplated hereunder.

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(b) Notwithstanding the forgoing, Greenpoint may terminate this Option Agreement and the Option without further obligation of any Party at any time subsequent to a valid termination of the Power Purchase Agreement pursuant to Section 3.2 of the Power Purchase Agreement. This Option Agreement shall otherwise remain in full force and effect as set forth in Section 2(a) above. 3. Exercise of Option. In order to exercise the Option, Site Owner shall provide a written notice to Greenpoint (or any successor thereof) within the Option Exercise Period. If Site Owner exercises the Option within the Option Exercise Period, then the Parties will use diligent and good faith efforts to close on the transfer of the Facility to Site Owner as soon as reasonably practicable, and in no case later than ninety (90) days from Site Owners notice exercising the Option. 4. Purchase Price.

(a) The Purchase Price for the Facility pursuant to the Option shall equal the fair market value of the Facility as of commencement of the Option Exercise Period. (b) If the Parties are unable to establish a mutually-agreeable fair market valuation for the Facility within the first twenty (20) days after the exercise of the Option, then Greenpoint and Site Owner shall each select two (2) qualified independent commercial appraisers to provide a fair market valuation of such Facility. The highest and lowest of the resulting four (4) appraisal valuations shall be discarded, and the remaining two (2) valuations shall be averaged to arrive at a binding fair market value for the Facility as soon as practicable (and no later than 40 days after the exercise of the Option). The appraisals shall be based on the value of the highest and best use of the Facility for its then-existing use as an electric generating facility (whether as an operational facility or otherwise), and will not take into account the existence of this Option Agreement or the status or value of the Power Purchase Agreement. 5. Conveyance of Title. At closing on transfer of the Facility pursuant to an exercise of the Option, Greenpoint shall cause to be executed and delivered to Site Owner or its successor or assignee such assignments, bills of sale and other customary conveyance documents, all in form and content acceptable to Site Owner, as are necessary for conveying good and marketable title to the Facility free from all defects, liens, security interests, easements, restrictions, covenants, encroachments, and any other encumbrances, except (i) Permitted Encumbrances, if any; and (ii) such other matters as may be consented to or waived in writing by Site Owner at any time prior to such closing. In connection with any such closing, Greenpoint shall cause to be transferred to Site Owner (to the extent assignable or transferable) by such transfer instruments as shall in form and content be acceptable to Site Owner, all other personal and intangible property held or controlled by it with respect to the Facility, including but not limited to permits, authorizations, exemptions, agreements, vehicles, tools, inventory and spare parts. All assets transferred with the Facility will be transferred on an as is basis without warranties as to physical condition. 6. Closing Expenses and Apportionments.

(a) All real estate and personal property taxes and assessments, including all unpaid portions of any general or special assessments, levied or assessed against the Facility (Taxes),

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shall be apportioned between the Parties as of the closing in accordance with closing practice in New Haven County, Connecticut. (b) Unless otherwise specified herein, all Taxes that are the subject of a statutory lien on the Facility as of the closing shall be paid by Greenpoint. (c) Greenpoint shall pay for (i) costs to discharge or clear any unpermitted liens or encumbrances; (ii) the costs of any appraisals it is required to provide under Section 4(b); (iii) the costs of its own legal and accounting fees; and (iv) all fees and costs associated with the transfer or assignment of all permits, licenses and approvals then in effect with respect to the Facility and its operations (Facility Authorizations). (d) Site Owner shall pay for (i) the costs of any appraisals it is required to provide under Section 4(b); (ii) the costs of its own legal and accounting fees; and (iii) the cost of obtaining any authorization required for Site Owner to exercise the Option and take assignment of the Facility and any assigned Facility Authorizations. 7. Representations, Warranties, and Covenants of the Parties . Each Party hereby represents and warrants to the other Parties as follows as of the Effective Date: (a) Such Party is not a party to any contract or agreement of any kind whatsoever, written or verbal, which would materially impair its ability to comply with the terms of this Option Agreement. (b) The Party is a duly formed legal entity, validly existing under the laws of the state of its formation, is qualified to do business in the state of Connecticut, and has all requisite power and authority to enter into this Option Agreement and to render the performance contemplated hereby. (c) This Option Agreement is the valid and binding obligation of the Party, enforceable in accordance with its terms. 8. Binding Effect, Assignments. The terms, covenants and conditions of this Option Agreement shall be binding upon and enforceable by the successors and assigns of the Parties. 9. Governing Law. This Option Agreement shall be governed in all respects by the laws of the State of Connecticut. 10. Notices. Any and all notices required to be delivered hereunder shall be deemed properly given if delivered personally, sent by overnight courier or mailed by registered or certified mail, return receipt requested: To Site Owner: [The City of Ansonia, Connecticut] [_____________________] [_____________________] Attn: [________________] 3

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Phone: [____________] Fax: [____________] Email: [_______________] with an additional copy to: [_____________________] [_____________________] [_____________________] Attn: [________________] Phone: [____________] Fax: [____________] Email: [_______________] To: Greenpoint [Greenpoint Energy Partners (Ansonia) LLC] 1 Shore Lane, #2307 Jersey City, NJ 07310193 Meserole Avenue Brooklyn, NY, 11222 Attn: Chris Timbrell[________________] Phone: [____________] 917 903 3435Fax: [____________] Email: [_______________]ctimbrell@greenpointep.com with an additional copy to: [GreenPoint Energy Partners] 1 Shore Lane, #2307 Jersey City, NJ 07310 Attn: [________________] Phone: [____________] Fax: [____________] Email: [_______________] or to a Party at such address as may be given by notice in accordance with this Section. 11. Termination and Release. If the Option Term expires or is terminated without Site Owner exercising the Option, Site Owner agrees to execute and deliver to Greenpoint an instrument confirming the expiration of the Option.

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IN WITNESS WHEREOF, Greenpoint and Site Owner have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written. [THE CITY OF ANSONIA, CONNECTICUT] By: Name: Title:

[GREENPOINT ENERGY PARTNERS (ANSONIA) LLC] By: Name: Title:

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