LEASE AGREEMENT

This Lease Agreement (“Lease”) is made and entered into as of the date on which the last one of Landlord and Tenant has executed this Lease (“Effective Date”), by and between [COMPANY], a political subdivision of the State of [STATE], whose address is [ADDRESS], [LOCATION], [STATE] [ZIP] (“Landlord”), and [COMPANY], a [STATE] limited liability company, whose address for purposes of this Lease is [ADDRESS] (“Tenant”).

RECITALS

WHEREAS, Landlord is the fee owner of certain real property located in [COUNTY], [STATE];WHEREAS, Tenant wishes to lease certain land for the sole purpose of building and operating a facility to convert organic waste into electrical energy and fertilizer using a wet fermentation process, in accordance with the requirements of this Lease;

WHEREAS, the parties have entered into the following agreements which involve operations pursuant to this Lease: (a) Waste Supply Agreement; (b) Power Purchase Agreement; or (c) Effluent Pre-Treatment Agreement (collectively the “Project Agreements”).

WHEREAS, Landlord and Tenant acknowledge that Landlord is primarily entering into this Lease with Tenant for the strategic value that Landlord intends to obtain from Tenant in connection with Tenant providing the Premises; and

WHEREAS, the parties wish to enter into this Lease, only for the aforesaid purposes, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the terms, covenants and conditions herein contained, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties agree as follows:

DEFINITIONS.

Definitions. Any capitalized or abbreviated term not elsewhere defined in this Agreement (including the Exhibits attached hereto) shall have the definition set forth in this Section 1.

“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question.

“Business Day” means a day on which Federal Reserve member banks in [STATE], are open for business, generally beginning at 0800 EST and ending at 1700 EST.

“Commercial Operation Date” has the meaning set forth in the Power Purchase Agreement.

“Effective Date” has the meaning specified on the first page of this Agreement.