 I.

GENERAL
 II. MANAGEMENT
 III. DEVELOPMENT TEAM AND PROJECT MANAGER
 IV. PROJECT COSTS
 V. PARTICIPATION AND PARTIES
 VI. REMEDIES
 VII. CONFIDENTIALITY AND OTHER PROVISIONS

I. GENERAL

A. Parties: [Name of Lead Party] (“________”), and [Name of Other Party] (“Party B”), collectively
with [Lead Party], the “Parties.”

B. Project: [Insert description of the Project.]

C. Scope of Development: The development activities will include all tasks required with respect to
the development, financing, construction, operation and ownership of the Project and entering into
other related documents and agreements. The Development Program and the Development Budget
will be prepared, agreed-to, and attached to the Joint Development Agreement (the “Agreement”).

D. Non-Recourse Project Financing: The Parties intend to obtain non-recourse or limited recourse

E. Term of Agreement: The Agreement shall be effective as of the date of execution thereof and
remain in effect until the earliest of: (1) the effectiveness of the Shareholders Agreement, (2) the
withdrawal of all but one of the Parties, (3) the mutual agreement of the Parties to terminate the
Agreement, and (4) [Insert Date] (the “Drop Dead Date”).

II. MANAGEMENT

A. Management Committee: A Management Committee comprised of one Representative from

Project. If any Party withdraws from the Project or the Agreement in accordance with the terms of
the Agreement, the Representative of such withdrawn Party shall be permanently removed from the
Management Committee.
B. Management Decisions: The affirmative vote of all the Representatives shall be required for
decisions of the Management Committee with respect to the approval of amendments to the
Development Budget and to the Development Program, approval of Cash Calls in respect of
Shortfall Amounts, and with respect to the terms and condition of the Shareholders Agreement and
any material Project Document or Financing Agreement. If the affirmative vote of all the
Representatives cannot be obtained by the Management Committee with respect to any issue stated
above, then the issue shall be referred within 7 days for resolution to a meeting comprised of one
senior executive management representative from each of the Parties, each such representative to
have all requisite

authority to resolve the issue. All other decisions in respect of the Project shall require the affirmative
vote of the Representatives who represent more than 50% of the Participation Interests. The
Representatives of each Party shall cast one vote which shall be accorded the percentage weight
equal to that Party’s Participation Interest in the Project.

C. Management Meetings: Meetings of the Management Committee shall be held at least [monthly]

Chairman of the Management Committee, upon at least 14 days’ prior written notice to all Parties.

III. DEVELOPMENT TEAM AND PROJECT MANAGER

A. Lead Developer [Lead Party] will act as the lead developer and coordinate the activities of the
Parties.

B. Project Manager: [Lead Party] shall appoint and supervise the Project Manager. The Project
Manager shall be responsible for the day to day implementation of the Development Process. The
Project Manager shall keep the Management Committee

fully informed on all matters concerning the development of the Project and shall keep records of all
material aspects of the Development Process.

C. Development Team: A development team drawn from representatives of the Parties shall be
responsible for the development of the Project under the general supervision of the Project Manager
and [Lead Party], and in accordance with the Development

Program and the provisions of the Agreement. The Parties shall nominate qualified personnel to
serve on the Development Team when vacancies develop or when the Project Manager has
determined there is a need to replace existing members.
D. Development Program: The Project Manager shall produce a program of activities for the
development of the Project, which shall set forth the activities to be carried out during the
Development Process, the date by which, or the period of time during which, each

such activity is to be carried out, and if applicable, which Parties or persons are responsible for
which activities.

E. Development Budget: The Project Manager shall produce a budget for expenditures incurred or
expected to be incurred by or on behalf of the Parties during the Development Process, which shall
set forth a reasonably detailed break down of expected Development Costs and Deferred Costs.

IV. PROJECT COSTS

A. Costs Generally Each Party shall bear its own direct and indirect costs and expenses, including
internal costs and expenses, incurred in connection with the Project, the Development Process, and
the performance of such Party’s obligations under the Agreement. No Party shall be entitled to
reimbursement of any costs and expenses incurred in connection with the Project, except for
reimbursement in accordance with the terms of the Agreement for Prior Costs, Deferred Costs, and
Development Costs.

B. Prior Costs The Parties will establish a schedule setting forth the mutually agreed internal and
third party costs and expenses related to the Project incurred prior to the date of the Agreement.

C. Deferred Costs: The Parties agree that the internal cost to each Party of providing a
Representative to serve on the Management Committee, and other personnel working specifically on
development of the Project and the travel expenses and disbursements of such personnel, will be
funded by such 3 Party during the Development Process and accrued until Financial Close. Each
Party shall document such Deferred Costs and submit an accounting of these costs to the
Management Committee for approval on a monthly basis.

D. Development Costs: Development Costs shall be the reasonable and prudent costs incurred by
the Parties to the extent set forth in the Development Budget and approved by the Project Manager
in connection with the development of the Project including the costs of the Project Manager and the
Development Team to work specifically on the Project, out-of-pocket expenses, and third party costs
incurred on behalf of the Development Team or the Parties.

E. Funding of Development Costs: Each Party shall pay its pro rata share of all Development
Costs incurred by the Parties from and after the Effective Date. The Project Manager shall, prior to
the beginning of each [quarter], determine the anticipated Development Costs for that [quarter] and
notify each Party of its respective share of such Development Costs for that period (each a “Cash
Call”). In determining the amount of each Cash Call, the Project Manager shall consider
Development Costs projected to come due during the relevant period in accordance with the then
current Development Budget, any cash remaining from prior Cash Calls and the amount of
unreimbursed Development Costs each Party has expended. Each Party shall pay the amount of the
Cash Call not later than 7 days after receipt of the Cash Call.

F. Reimbursement of Costs: Each Party shall send an invoice to the Project Manager monthly in
respect of the Development Costs listed above. Payment will be made within 30 days of receipt of
such invoices to the extent that funds are available. If a Party is in arrears in payment of a Cash Call,
the Project Manager will be entitled to offset the arrears against any reimbursement of Development
Costs or other amounts owed to that Party under the Agreement. At Financial Close, to the extent
that funds are available and permitted to be used for such purpose, the Project Company shall make
the following payments to the Parties: (1) reimbursement of all Prior Costs accrued by each Party;
(2) reimbursement of all Deferred Costs; and (3) payment of a development fee to each Party.

V. PARTICIPATION AND PARTIES

A. Participation Interest: The Parties’ respective initial Participation Interests are as follows: [insert
information]

B. Project Company: On or before Financial Close, [Lead Party] will establish a Project Company
to own and operate the Project. Upon formation thereof, each Party shall assign to the Project
Company all contracts, permits and other rights relating to the Project. Immediately prior to Financial
Close, the equity ownership of the Project Company will be adjusted such that it is held by the
Parties in the same proportion as their Participation Interests.

C. Affiliate Roles: [Lead Party] or its Affiliates shall provide operations, maintenance, and project
management services for the Project. [Party B] and its Affiliates will have the opportunity to provide
the fuel supply arrangements, provided such arrangements are commercially reasonable and cost
competitive.

VI. REMEDIES

A. Voluntary Withdrawal: A Party may withdraw at any time by giving not less than 30 days’ written
notice to the other Parties of the effective date of such withdrawal. No Party shall be permitted to
withdraw if such withdrawal would result in an Event of Default by or disqualification of the remaining
Parties or the Project Company.
B. Compulsory Withdrawal: Upon the occurrence and during the continuance of an Event of
Default with respect to a Party, the Management Committee may require, by written notice, such
Defaulting Party to withdraw from the Agreement and the Project.

C. Dilution If a Defaulting Party has not been required to withdraw from the Agreement and the
Project, then immediately prior to Financial Close and upon a vote of the Party or Parties with a
greater than a 50% Participation Interest, the Defaulting Party’s Participation Interest and its
corresponding right to subscribe for equity in the Project Company shall be reduced such that each
other Party’s Participation Interest corresponds to the percentage of Development Costs and Prior
Costs paid by each Party in relation to the total of all Development Costs and Prior Costs expended
by all the Parties.

D. Continuing Remedies Withdrawal of a Defaulting Party or reduction of its Participation Interest

VII. CONFIDENTIALITY AND OTHER PROVISIONS

A. Confidentiality All Confidential Information shall be held by each Party in strict confidence and
shall not be disclosed to any third party, except as may be reasonably required by such Party for the
performance and fulfillment of its obligations under the Agreement. In addition, no Party shall release
any press statement or any other public comment about the Project, the Development Process, the
terms of the Agreement or the activities under the Agreement.

B. General Indemnification: Each Party shall indemnify, defend and hold harmless each other
Party and the Project Company with respect to any and all claims made against any of them by any
person claiming any interest, entitlement, fees, or costs related to the Agreement, the Project or the
Project Company by or through such Party.

C. Assignment No Party may sell, assign or otherwise transfer, voluntarily or by operation of law,
any part of its rights under the Agreement, or pest itself of control of an assignee of its interest,
except an assignment of all such rights or a pestiture to an entity which is wholly owned by, or under
common ownership with, such Party.

D. Governing Law The Agreement shall be governed by and construed in accordance with the laws
of [insert jurisdiction]

E. Dispute Resolution In the event that any dispute, controversy or claim is unable to be resolved
between the Parties within [30] [60] days after notice of such dispute, then such dispute may be
referred to arbitration. All disputes hereunder shall be settled exclusively and finally by arbitration,
irrespective of the magnitude thereof, the amount in dispute or whether such dispute would
otherwise be considered justifiable or ripe for resolution by any court or arbitral tribunal. Each
arbitration shall be governed by the arbitration rules of the International Chamber of Commerce.
Each arbitration shall be held in [insert jurisdiction].

F. Consequential Loss No Party or its affiliates shall have any liability to any other Party or to the
Project Company for any special or consequential loss or damage.

G. Exclusivity [Language to be supplied when concept agreed.]