ENGINEERING, PROCUREMENT AND CONSTRUCTION (EPC) AGREEMENT

by and between

and

MONTH DD, 2023

TABLE OF CONTENTS

ENGINEERING PROCUREMENT AND CONSTRUCTION AGREEMENT

This ENGINEERING PROCUREMENT AND CONSTRUCTION AGREEMENT (the “Agreement”) is made and entered into and effective the XXth day of MONTH, 2023 (the “Effective Date”), by and between , a California Limited Liability Company (“Company” or the “Company”) and , a Colorado Corporation (“Contractor”). Each entity is sometimes individually referred to herein as a “Party” and the entities are sometimes collectively referred to herein as the “Parties.”

SCOPE OF WORK

Contractor shall perform all design and construction services, and provide all material, equipment, tools and labor, necessary to complete the Work set forth in Exhibit A-1 and as Company may from time to time request and as mutually agreed between Company and Contractor. At Company’s request, Contractor shall prepare a Proposal for each Change Order requested by Company that Contractor and Company mutually agree that Contractor shall perform.

RECITALS

WHEREAS, Company desires to engage an experienced and financially sound contractor for the performance of the Work (as defined below) at the Job Site (as defined below) as provided for herein;

WHEREAS, Contractor has reviewed the Basis of Design Specification (as defined below), inspected the Job Site(s) on which the Facility shall be constructed, and reviewed contractual flow-down requirements set forth in Exhibit B-3, and reviewed such other investigations, studies, and analyses as possible as of the date hereof that Contractor has determined to be necessary or prudent in connection with entering into this Agreement;

WHEREAS, Contractor is willing to guarantee the timely completion and operating performance of the Facility, in accordance with the terms and conditions hereof; and

WHEREAS, Contractor is willing to perform such Work for Company under the terms and conditions set forth herein.