Indicative Summary of Terms for [COMPANY] Financing of [COMPANY] Projects

Item | Terms

Purpose | For [COMPANY] (“Class A Investor” or “[COMPANY]”) to finance the development and construction and/or acquisition and expansion of Anaerobic Digester (“AD”) projects that are originated and developed by [COMPANY] (“[COMPANY]”, “Class B Investor”, or “the Sponsor”).

Projects | Anaerobic digesters and associated infrastructure situated in North America that generate pipeline-grade Renewable Natural Gas (RNG), biogas-to-electricity, or other agreed-upon outputs from farm waste, food waste, municipal solid waste, or other [COMPANY]-approved feedstocks (“Target Projects”).

Capital Structure | The Parties will create a new legal entity –[COMPANY](the “SPV”) - which will, directly or indirectly, own 100% of the Projects. The SPV will have Class A Common Units (to contribute 95% of SPV equity and to be held by [COMPANY]), Class B Common Units (to contribute 5% of SPV equity and to be held by [COMPANY]), and Incentive Units (to be held by [COMPANY]).

Class A Investor | One or more funds or affiliates managed by [COMPANY]

Class B Investor | [COMPANY], LLC

Class A investor Role | The Class A Investor will provide equity capital and, at its discretion, development, construction, and asset management expertise to the SPV portfolio.

Class B Investor Role | The Class B Investor, itself or through affiliates, will agree to provide services to the SPV to originate, develop, manage the construction and operation of, and marketing of commodities and environmental credits from, a portfolio of AD projects.

Such Class B Investor responsibilities will include:

Developing greenfield projects

Identifying existing development, construction-stage, or operating assets that can be acquired as part of the portfolio

Managing all commercial contracts, regulatory approvals, reporting, etc.

Managing full project design, integrating system suppliers and ensuring sound technical decisions for each project