This joint project development agreement

• Identify and Select an EPC Company, or submit a shortlist of EPC Companies that shall be asked to bid for the EPC Contract and lead in negotiating terms of an EPC Contract, in consultation with Evolution Energy LTD.

• Selection of O&M Company, or submittal of a shortlist of O&M Companies that shall be asked to bid for the O&M Agreement, if applicable to the form of O&M management chosen by the SPE shareholders, and lead in negotiating the terms of an O&M Agreement in consultation with Evolution Energy LTD.

• Assist Evolution Energy LTD in the presentation of the investment opportunity in Project(s) to potential co-investors, government agencies, and financial institutions.

• Assist Evolution Energy LTD in negotiating and structuring the conditional terms of financing with potential co-investors, financiers, and financial institutions.

• Lead with assistance from Evolution Energy LTD in the negotiation of the conditional FSA, FOA, and PPA, and any other Operative Agreement(s) as may be necessary to take the Project(s) to Financial Close.

• Secure all necessary insurance and/or wrap insurance as required by the Project(s).

• Make preliminary contacts with fuel and power off takers, and negotiate the conditional PPA and FOA, with the assistance and joint approval of SOLENA, on behalf of the SPE.

• SOLENA, on behalf of the SPE, conduct the negotiation of the EPC Contracts and O&M Contracts, as appropriate to reach financial close, with the qualified EPC and O&M Companies selected by SOLENA.

Negotiate, on behalf of the SPE, any other Operative Agreements as may be required in order to take the Project(s) to Financial Close.

2.5Common responsibility of the Parties

2.5.1By their mutual consent, the Parties shall jointly:

1. identify and select an EPC Company, or make a shortlist of EPC Companies that shall be asked to bid for the EPC Contract;

2. select the O&M Company, or make a shortlist of O&M Companies that shall be asked to bid for the O&M Agreement, if applicable to the form of O&M management chosen by the SPE shareholders;

3. negotiate the terms of an EPC Contract;

4. negotiatе the terms of an O&M Agreement;

5. negotiate the conditions of the FSA, FOA, and PPA, and any other Operative Agreement(s) as may be necessary to take the Project(s) to Financial Close.

2.6Key Commercial Terms for Development Phase

The Parties agree on the following key commercial terms:

2.6.1Evolution Energy LTD shall be responsible for (i) providing or securing the Site(s) for the Bio-Energy project(s), (ii) securing a Feedstock source necessary to produceof at least ___tons per day of RDF for the Project(s), (iii) processing with SOLENA all required permits on behalf of the SPE, (iv) assist SOLENA inthe negotiations on behalf of the SPE for all Operative Agreements, and (v) fulfilling all other roles and responsibilities as lead developer as are outlined in Article 2.3 above3.2.1 below.

2.6.2SOLENA shall be responsible for (i) carrying out and/or supervising the execution of the conceptual and front end engineering studies (FEED) of the Bio-Energy project(s), (ii) providing all data and technical support to Evolution Energy LTD as may be necessary to successfully process and obtain the required permits for the Bio-Energy project(s), and (iii) provide project development services, with assistance from Evolution Energy LTD, in negotiating and securing all Operative Agreements, and (iv) fulfilling all other roles and responsibilities as are outlined in Article 3.2.2 below2.4 above.

2.6.3Evolution Energy LTD confirms that it shall attempt to secure funding from various investors and/or funders for the development of the Bio-Energy project(s).