INTELLECTUAL PROPERTY LICENSE AGREEMENT

This Intellectual Property License Agreement (“Agreement”) is made and entered into as of the _______ day of _____________ 2024 (“Effective Date”), by and between [COMPANY] (“Licensor”), a California limited liability company, and [COMPANY] (“Licensee”), a California limited liability company and its Affiliates (as defined below).

WITNESSETH

WHEREAS, Licensee desires a license to certain Intellectual Property owned or licensed by Licensor (“Licensed Intellectual Property”) described further below;

WHEREAS, Licensor desires to grant a license to Licensee and its Affiliates;

WHEREAS, the Licensed Intellectual Property relates to the production and utilization of biogas to generate electrical energy and/or biomethane and/or renewable compressed natural gas;

WHEREAS, Licensor, Licensee and its Affiliates may develop Improvements (defined below) to the Licensed Intellectual Property and the parties desire to establish ownership of those Improvements, including all intellectual property rights in those Improvements;

WHEREAS, Licensor is also the Manager of the Licensee as set forth in Exhibit B; and is compensated for management services under one or more separate agreements, including a Management Services Agreement dated [DATE],with one or more Licensee Affiliates;

NOW THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, including the above Recitals which are incorporated herein and made a part of this Agreement, Licensor and Licensee agree as follows:

ARTICLE I

Definitions

As used in this Agreement, the following capitalized terms have the following meanings:

“Affiliate” means, as to a party to this Agreement, any other Person that, directly or indirectly, controls or is controlled by or is under common control with such party. “Control” (including, with correlative meanings, the terms “controlled by” or “under common control”) as used in this definition means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a party, whether through the ownership of voting securities, by contract or otherwise. “Person” as used in this definition means any individual, corporation, partnership, joint venture, association, joint stock company, trust, limited liability company, decedent’s estate, organization, entity, or unincorporated organization or any governmental entity.

“Authorized Services” means any and all services performed by any Authorized User for Licensee or any Licensee Affiliate for or in connection with Licensee’s or Licensee Affiliate’s use of the Licensed Intellectual Property in accordance with this Agreement, including any services or products comprising or relating to the analysis, development, manufacture, import, export, marketing, construction, operation, distribution, delivery, installation, configuration, integration, testing, deployment, maintenance, support, repair, storage, copying, reproduction, modification, enhancement, improvement, or disaster recovery of, or training of Authorized Users concerning the Licensed Intellectual Property.