EQUIPMENT LEASE

THIS EQUIPMENT LEASE (this “Lease”) is made and entered into as of the ____ day of ___________, [YEAR] (the “Effective Date”) by and between [COMPANY], a [STATE] limited liability company (“Lessor”), and [COMPANY], a [STATE] limited liability company doing business as [COMPANY] (“Lessee”). Lessor and Lessee are referred to herein collectively as the “Parties,” and each as a “Party.”

RECITALS:

WHEREAS Lessor owns and operates a biogas upgrading facility (the “Upgrader”) which processes dairy biogas for use as Renewable Natural Gas (“RNG”);

WHEREAS Lessee owns a dairy biogas digester facility (the “Digester Facility”) which currently processes biogas for the generation of renewable electricity. Lessee wishes to convert the digester to an RNG project (the “digester Conversion”), which will require installation of conditioning plant equipment for biogas processing and gathering lines to connect the digester Facility to the Upgrader (collectively “Conditioning Equipment”); and

WHEREAS Lessor wishes to lease Conditioning Equipment to Lessee, and Lessee wishes to lease Conditioning Equipment from Lessor, in connection with the Digester Conversion.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions expressed herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Lease. On the terms and conditions set forth herein, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, Conditioning Equipment and other items described on Schedule A attached hereto and incorporated herein (together with all attachments, replacements, parts, substitutions, additions, repairs and accessories incorporated therein or affixed thereto, the “Equipment”).

Installation of the Equipment. Lessor shall provide the Equipment for Lessee’s installation at the Digester Facility, including connection of the gathering lines to the Upgrader, as soon as possible following the Effective Date. The Equipment shall be installed in a good and workmanlike manner. Lessor shall pay procurement and installation costs up to [________________________ Dollars ($_____)], and Lessee shall pay any costs in excess of such amount up to and not exceeding [AMOUNT].Any costs exceeding [AMOUNT] will require approval from the lessee which shall not be unreasonably withheld. Additionally, if installation of the Equipment requires expansion of the Upgrader’s interconnection (as determined by Lessor), Lessee shall pay for fifty percent (50%) of the interconnection expansion costs up to a maximum of One Million Dollars ($1,000,000), which costs included a [COMPANY] or similar equipement