WASTE SUPPLY AGREEMENT

This Waste Supply Agreement (the “Agreement”) is made and entered into this ____ day of ____________________, 20__ (the “Effective Date”), by and between [Name of Project Owner], an [State] [Entity Type] (“ProjectCo”) and [Name of Counterparty], a(n) [State] [Entity Type] (“Supplier”). ProjectCo and Supplier may be referred to herein individually each as a “Party” and collectively as the “Parties.”

RECITALS

ProjectCo desires to develop a biogas production facility (the “Facility”) to be located adjacent to Supplier’s [Describe the Counterparty’s Waste Generation operation] operation in [Name of County], State of [Name of State] (the “Waste Generation Facility”);

The Waste Generation Facility generates Raw Waste in the course of its operation which is estimated to be approximately [Number of [Unit of measurement (i.e. gallons, tons, etc.)]] by volume annually;

Supplier is required to collect and manage the Raw Waste in accordance with applicable state and federal environmental regulations and permits;

The Facility has the ability to generate renewable energy from the decomposition of, among other sources, organic matter such as Raw Waste and ProjectCo considers the Waste Generation Facility a viable and continuous source of such Raw Waste;

ProjectCo may, as mutually agreed upon in writing by the Parties, deliver back to Supplier the liquid effluent generated by the Facility for use at the Waste Generation Facility pursuant to a Liquid Effluent Off-take Agreement between the Parties dated the _______ day of ________, 20___ (the “Liquid Effluent Off-take Agreement”);

In addition to the Facility, the Parties, working together, shall design and develop a system of collecting the Raw Waste from the Waste Generation Facility, pre-treating the Raw Waste for the removal of, among other materials, sand and moisture, and transporting the Raw Waste via pipeline from the Waste Generation Facility to the Facility; and,

ProjectCo wishes to obtain the Facility’s required Raw Waste from Supplier and Supplier wishes to provide ProjectCo with such Raw Waste as required for the Facility pursuant to the terms and conditions of this Agreement.

AGREEMENT

In consideration of the above Recitals, which are incorporated in this Agreement and made a part hereof, and the mutual covenants and agreements herein contained, the Parties agree as follows:

DEFINED TERMS.

“Affiliate” means, for a specific person or entity, any person or entity controlled by, controlling or under common control with the person or entity at issue.