Agreement to Sell (Scenario 1)

This Agreement To Sell (the "Agreement") is made by and between ______________________, with a mailing address of ________

________________________________________________ (together with its successors in title and assigns, hereinafter collectively referred to as "Landowner"), in favor of THE CARBON FUND, a non-profit corporation with a mailing address of Post Office Box 100, Stoneville, Mississippi 38776 ("TCF").

WHEREAS, Landowner is the owner in fee simple of certain real property ("Land") known as ________________________ located in __________________ County, ______________, which is more particularly described in Exhibit "A" attached hereto and made a part hereof.

WHEREAS, The purpose of this agreement is to release the carbon rights on the subject property to enable TCF to sell such carbon rights.

WHEREAS, the Landowner desires to access the economic benefits of both TCF's Carbon Sequestration Management Program and such governmental, non-perpetual, cost-share assistance programs as the Conservation Reserve Program and/or Wetlands Reserve Program and that were it not for the opportunity to access the combined economic benefits delineated above, the land described above would remain in agriculture.

WHEREAS, The parties acknowledge and agree that the Landowner shall execute application for such governmental programs as described above. The responsible governmental agency will then determine eligible acres and permitted practices on the Land submitted for enrollment. If the eligible acres and permitted practices are determined to be compatible with the Landowner's intent to participate in TCF's Carbon Sequestration Management Program, the Landowner shall enroll said Land in the governmental program by executing a contract with the appropriate governmental agency to accomplish such enrollment. Notwithstanding any provisions herein or to the contrary, the parties specifically acknowledge and agree that in the event subject lands are not enrolled in the applied for governmental programs discussed in this section, the land will not be enrolled in TCF's Carbon Sequestration Management Program, nor will the Environmental Assets Easement be executed.

WHEREAS, The Landowner and TCF acknowledge and agree that the information delineated by the appropriate governmental agency in the contract discussed above will be incorporated in the body of the easement. The parties further acknowledge and agree that the provisions of the easement will remain subservient to that contract on the land for the term of the contract. Once that contract is extinguished the terms of this easement continue to apply for the life of the easement.

WHEREAS, The Landowner and TCF acknowledge that upon enrollment in the applied for governmental programs noted above, the Land will be listed as a participant in TCF's Carbon Sequestration Management Program and marketing will begin for the land's environmental assets. The parties further acknowledge and agree that following enrollment of the Land in the applied for governmental program and the sale of any or all of the listed environmental assets to be derived from the lands participation in TCF's Carbon Sequestration Management Program, then and only then, will the easement by the Landowner and TCF be executed.

WHEREAS, Landowner and TCF recognize that the Land has a special character and the opportunity for enhancement, and have the common purpose of the conservation and protection of the Land for a period of _____ years, for, among other purposes, as a tool to sequester carbon dioxide, reduce soil erosion, improve water quality and improve habitat for declining, threatened and endangered species, by placing voluntary restrictions upon the use of the Land and by providing for the transfer from the Landowner to TCF of affirmative rights for the reforestation and protection of the Land.

WHEREAS, the Landowner conveys to TCF, or its assigns, all environmental assets to be sold for a period of ______ years. TCF agrees to market the "Carbon Credits" portion of these environmental assets immediately at a minimum of $400.00 per acre.

NOW, THEREFORE, the Landowner and TCF acknowledge that upon determination of the eligibility of the subject land to participate in TCF's Carbon Sequestration Management Program, marketing will begin for the subject land's environmental assets. The parties further acknowledge and agree that upon the agreed sale of any or all of the listed environmental assets to be derived from the subject land in TCF's Carbon Sequestration Management Program, then and only then, will the easement by and between the Landowner and TCF be ececuted.

NOW, THEREFORE, the Landowner, in consideration of the foregoing recitations and of the mutual covenants, terms, conditions and restrictions hereinunder set forth does hereby freely agree to convey unto TCF, and its successors and assigns, the right to sell the environmental assets over the Land subject to the covenants, conditions and restrictions hereinafter set forth which will run with the land and burden the Protected Property for ________ years.

TO HAVE AND TO HOLD this Agreement To Sell together with all and singular the appurtenances and privileges belonging or in any way pertaining thereto, either in law or equity, either in possession or expectancy, for the proper use and benefit of TCF, its successors and assigns, for a period of ______ years.

This Agreement may be modified only by a written instrument executed by the parties. Either party may terminate this Agreement by providing the other party with 60 days advance written notice and may do so without cause.

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