Not for Execution

For Discussion Purposes Only

EFFLUENT OFF-TAKE AGREEMENT

This Effluent Off-take Agreement (the “Agreement”) is executed as of the ____ day of _____________, [YEAR], (the “Effective Date”) by and between [COMPANY], a [STATE] limited liability company (“[COMPANY]”), and [COMPANY], a [STATE] municipal corporation (“[COMPANY]”). [COMPANY] and [COMPANY] may be referred to herein individually each as a “Party” and collectively as the “Parties”.

RECITALS

[COMPANY] desires to develop and construct a wet fermentation/nutrient recovery and fertilizer production facility (the “[COMPANY] Facility”) to be located adjacent to [COMPANY]’s waste water treatment plant (the “WWTP”) at or near [ADDRESS] in [LOCATION], [STATE];[COMPANY] has certain composting facilities that currently process, for treatment and disposal significant quantities of organic waste, that for purposes of this Agreement are sourced from four (4) organic waste streams consisting of: (1) biosolids consisting of waste activated sludge (WAS) and dewatered cake) from the WWTP (the “Biosolids”); (2) food waste from sit-down restaurants at [COMPANY] resorts and theme parks (the “Food Waste”); (3) fats, oils and grease from grease traps and pumping station wet wells (the “FOG”); and (4) animal manure and bedding material from stables and theme park animal habitats (the “Animal Waste”) ((1) through (5) are separately and collectively referred to herein as “organic waste” and collectively, the WWTP and the sources generating the organic waste are referred to herein as the “Waste Generation Facilities”);

[COMPANY] shall provide [COMPANY] the organic waste from the Waste Generation Facilities for the [COMPANY] Facility pursuant to a Waste Supply Agreement between the Parties dated the ____ day of _____________, [YEAR] (the “Waste Supply Agreement”); and

[COMPANY] wishes to take delivery of the liquid effluent from the [COMPANY] Facility for the [COMPANY] WWTP and [COMPANY] wishes to provide [COMPANY] with such materials pursuant to the terms and conditions of this Agreement.

AGREEMENT

In consideration of the above Recitals, which are incorporated in this Agreement and made a part hereof, and the mutual covenants and agreements herein contained, the Parties agree as follows:

DEFINED TERMS.

“Affiliate” means, for a specific person or entity, any person or entity controlled by, controlling or under common control with the person or entity at issue.

“Agreement” means this Effluent Off-take Agreement (including the attached Schedules which are made a part of this Agreement).

“Animal Waste” means that organic waste stream consisting of animal manure and bedding material collected from the stables and theme park animal habitats as referenced in Recital B;