Redshaw Liquidity Provider Agreement

Exhibit 10.8

CONFIDENTIAL

Certain confidential information contained in this document, marked by [***], has been omitted because the registrant has determined that the information (i) is not material and (ii) is the type that the registrant treats as private or confidential.

Framework Agreement for the Sale and Purchase of Emission Allowances
(Version: 5.0 – 28^th July 2023)

(collectively, the “Parties” and, individually, a “Party”)

and with effective date as of 1^st April 2025 (hereinafter referred to as “the Effective Date”)

Introduction

(A) This Agreement governs the sale and purchase (each a “Transaction”) between the Parties of various types of Allowances (each an “Allowance-type”), as defined by:

2003/87/EC of the European Parliament, as amended from time to time (the “Directive”), issued under the EU ETS or under the Kyoto Protocol and,

the UK Emissions Trading Scheme (“UK ETS”) established by The Greenhouse Gas Emissions Trading Scheme Order 2020 (the “Order”) and,

2018/2001 and 2009/28/EC of the European parliament or any successor legislation (the “GOO Directive”) and,

the European Energy Certificate System (EECS) rules Release 8 v1.5 (effective 12 May 2023) and,

the UK’s Guarantees of Origin of Electricity Produced from Renewable Energy Sources Regulations 2003 (S.I. 2003/2562) (the “2003 Regulations”) and the Guarantees of Origin of Electricity Produced from High Efficiency Cogeneration Regulations 2007 (S.I. 2007/292) (the “2007 Regulations”) (collectively the “REGO Regulations”) and,

the Scheme Rules (Version 3) of the Green Gas Certification Scheme and any successor rules (the “RGGO Rules”) and,

the rules and regulations of regional United States tracking systems/registries including but not exclusive to WREGIS, NEPOOL, GATS, ERCOT, NYGATS, NAR, MIRECS, NC- RETS, NVTREC, M-RETS as laid out in the Policies and Regulations of the United States Environmental Protection Agency (the “US REC Rules”) and,

the Rules defined by the International Attribute Tracking Standard (the “I-REC Rules”).

(B) Transactions in respect of EUAs or EUAAs may relate to the Third Compliance Period referred to in Article 16 of the Directive (1 January 2013 to 31 December 2020) (“Third Compliance Period”) or to the Fourth Compliance Period (1 January 2021 to 31 December 2030) (“Fourth Compliance Period”), as agreed between the Parties. Transactions in respect of UKAs may relate to the 2021-2025 allocation period or the 2026-2030 allocation period (as defined in the Order).

(C) Party B acknowledges and accepts that (i) Party A is not authorised to accept, execute or transmit to third parties on behalf of its customers and counterparties client orders for the sale or purchase of Allowances and, accordingly, (ii) this Agreement does not permit or apply to such client orders.

“Allowance” means an EUA, EUAA, UKA, VER, CER, GO, I-REC, REC, REGO, RGGO, or as the context admits, but in each case excludes any such allowance or certificate that has previously been cancelled or surrendered;

“Allowance-type” has the meaning given in paragraph (A) of the Introduction;

“business day” means a London business day;

“Buyer” means the buyer of Allowances under a Transaction;

“CER” means a Certified Emission Reduction issued pursuant to Article 12 of the Kyoto Protocol that may be used for compliance with emissions limitation commitments pursuant to and in accordance with the UK Emissions Trading Scheme and the Order;

“EUA” means a European Union “allowance” as defined by the Directive;

“EUAA” means a European Union Aviation “allowance” as defined by the Directive;

“EU ETS” means the EU Emissions Trading Scheme or any successor scheme;

“Force Majeure” means any event or circumstance (including, without limitation, a change in law or regulation, but excluding lack of funds) which prevents a Party from performing any of its obligations under a Transaction and could not have been prevented or overcome by that Party using all reasonable efforts;

“GO” means a Guarantee of Origin as defined by the GOO Directive;

“I-REC” means an international renewable energy “certificate” as defined by the I-REC Rules;

“Prepayment” has the meaning given in Clause 7.1(ii)(a);

“REC” means a Renewable Energy “certificate” as defined by the US REC Rules;

“Recap” means an email summary of the terms of a Transaction, substantially in the form set out in Annex 1;

“Registry” means the registry established for the respective Allowance-type in order to ensure the accurate accounting of the issue, holding, transfer, acquisition, surrender, cancellation and replacement of Allowances;

“Registry Account” means an account in the Registry;

“Registry Rules” means all Applicable Laws and such rules as are applicable to the Registry and the transfer of Allowances between Registry Accounts;

“REGO” means a Renewable Energy Guarantee of Origin as defined by the REGO Regulations;

“RGGO” means a Renewable Gas Guarantee of Origin as defined by the RGGO Rules;

“Seller” means the seller of Allowances under a Transaction;

“Transaction” has the meaning given in paragraph (A) of the Introduction; and

“UKA” means an allowance as defined in the Order; and

“UK ETS” means the UK Emissions Trading Scheme or any successor scheme.

Each Party represents and warrants to the other Party that:

In the event that Buyer’s Registry Account is not yet capable of accepting transfers of Allowances at the time of the first Transaction and no Registry Account details have been notified to Seller:

All Allowances are transferred by Seller free and clear of all liens, security interest, claims and encumbrances or any interest in or to them by any person. Title to Allowances, and risk of loss thereof, transfers from Seller to Buyer when transfer of such Allowances is complete in accordance with Clause 4.1.

Following its suspension under paragraph (i) above, Buyer is entitled to terminate the Transaction under paragraph (ii), provided Seller’s failure is continuing and has not been waived by Buyer.

Following its suspension under paragraph (i) above, Seller will be entitled to terminate the Transaction under paragraph (ii), provided Buyer’s payment failure is continuing and has not been waived by Seller.

plus 3% compounded monthly from and including the date payment became overdue to, but excluding, the date on which the other Party receives payment of the overdue amount together with all accrued interest.

Either Party is entitled to terminate this Agreement on not less than 30 days’ notice in writing to the other Party. Such termination is without prejudice to any obligations which remain to be performed by either Party on or after the termination date in respect of this Agreement or any Transaction.

Neither Party may make any public disclosure, communication or announcement about the contents or terms of this Agreement or any Transaction, except:

This Agreement and all Transactions will be governed by, and construed in accordance with, English law. Any dispute or difference arising under, out of or in connection with this Agreement will be resolved by a single arbitrator under the rules of the London Chamber of International Arbitration from time to time in force. The language of arbitration is English and the place of arbitration London. If the Parties are unable to agree a mutually acceptable arbitrator, the arbitrator will be selected by the President of the Law Society for the time being.

Annex 1

Form of Recap

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Annex 2

Administrative Information

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