Term Sheet for Feedstock Agreement – [Insert Name]

This term sheet, dated [insert date], summarizes certain non-binding understandings between [COMPANY] (the “Company”) and [insert name] (“[]” or “Supplier”) with respect to the potential transaction described herein. This term sheet is confidential and is intended for discussion purposes only. None of the parties to these discussions or any of their respective Affiliates shall be legally bound with respect to the transactions contemplated by this term sheet unless and until such parties have executed and delivered to each other definitive, binding written agreement(s) in respect of such transactions. This term sheet does not create and is not intended to create a duty to negotiate in good faith towards a binding contract, and no party may bring any claim or action against the other party or any of its Affiliates as a result of a failure to agree on or enter into any such definitive, binding written agreement(s).

Background: [COMPANY] desires to develop and operate a biogas production facility (the “Facility”) to be located [enter location description] to service Supplier’s [dairy] operations. The Facility is expected to generate renewable natural gas and certain environmental attributes (“Credits”).

The purpose of this term sheet is to set forth the terms and conditions by which Buyer and Seller agree to undertake the Proposed Transaction.

Form of Documentation: The definitive binding written agreement will take the form of a Waste Supply Agreement that incorporates a standard form of terms and conditions setting forth the commercial terms of the transaction.

Confidentiality: This term sheet and any other agreement entered into related to the Proposed Transaction described herein shall be subject in all respects to the confidentiality obligations set forth in the Letter.

Term: The term of the Waste Supply Agreement shall commence on the effective date of the Waste Supply Agreement (the “Start Date”) and continue through the twentieth (20th) annual anniversary of the Start Date (the “Initial Term”). Upon the expiration of the Initial Term, the term of the Proposed Transaction shall automatically renew for a (15) year period (each, a “Renewal Term”) unless, at least thirty (30) days prior to the start of a succeeding Renewal Term, either party gives the other party written notice of its intent not to renew the Proposed Transaction. If any such notice is given, the Proposed Transaction shall terminate at the end of the Renewal Term immediately subsequent to the date timely notice is issued.

Product: Raw manure and associated solids.