PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement (hereafter “Agreement”) is made effective as of [DATE] (the “Effective Date”) by and between [COMPANY], a California limited liability company, or its designated project-level special purpose entity (hereafter “Client”) and [COMPANY], a California corporation (hereafter “[COMPANY]”), (hereafter collectively Client and [COMPANY] are referred to as “Parties” and individually each as a “Party”).

RECITALS

WHEREAS, [COMPANY] is an Engineering Procurement and Construction firm serving landfills, wastewater treatment plants and dairies for designing, supplying, and installing biogas systems;

WHEREAS, Client is a builder, owner and operator of Dairy-based Anaerobic Digesters and renewable natural gas (“RNG”) upgrading facilities throughout [STATE]; and

WHEREAS, Client intends to engage [COMPANY] to perform professional services for one (1) central RNG upgrading facility to be built by Client on or near, respectively, i) [COUNTERPARTY], located at [ADDRESS], and ii) [COUNTERPARTY], located at [ADDRESS] (hereafter each a “Project” or a “Project Site”).

NOW, THEREFORE, for good and valuable consideration, including the above Recitals which are incorporated herein and made a part of this Agreement by reference and for other good and valuable consideration the receipt and sufficiency which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

SCOPE OF SERVICES

1.1 Client engages [COMPANY], and [COMPANY] accepts such engagement, as an independent contractor to provide certain services to Client on the terms and conditions set forth in this Agreement.

1.2 [COMPANY] shall provide to the Client those certain services listed on Exhibit A (the “Services”).

1.3 Client does not and shall not control or direct the manner or means by which [COMPANY] or its employees or contractors perform the Services. The Services performed are outside the usual course of the Client’s ordinary business and [COMPANY] is customarily engaged as an independently established trade or business of the same nature as the Services performed.

1.4 Unless otherwise set forth on Exhibit A, [COMPANY] shall furnish, at its own expense, the materials, equipment, supplies, and other resources necessary to perform the Services. Client shall provide [COMPANY] with access to the designated premises, materials, information, and systems to the extent necessary for the performance of the Services.

1.5 [COMPANY] shall comply with all Client and third-party access rules and procedures communicated to [COMPANY] in writing by Client, including those related to safety, security, and confidentiality.