FERTILIZER FACILITY

OPERATION AND MAINTENANCE AGREEMENT

This Fertilizer Facility Operation and Maintenance Agreement (the “Agreement”) is made as of this _____ day of ____________, 2021 (the “Effective Date”) by and between ________________________________, a Missouri limited liability company (“Operator”) and [COMPANY], a [STATE] limited liability company (“BIO”) in connection with Operator’s operation and of that certain anaerobic digester and organic fertilizer production plant (collectively, the “Facility”) located in _________________ (the “Site”) utilizing certain intellectual property owned by BIO or its affiliates. Operator and BIO are referred herein individually as a “Party,” and collectively as the “Parties.”

RECITALS

WHEREAS, Operator provides operation, maintenance and management services for facilities such as the Facility;

WHEREAS, BIO desires to contract with Operator for operation, maintenance and management of the Facility; and

WHEREAS, Operator has agreed to provide such operation, maintenance and management services for the Facility on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above Recitals (that are hereby incorporated by reference into the Agreement), and the promises and the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound thereby, the Parties agree as follows:

DEFINITIONS

Definitions. Unless otherwise required by the context in which a defined term appears, the following terms shall have the meanings specified in this Article 14. Terms that are defined in other Articles shall have the meanings given to them in those Articles.

“Agreement” means this agreement as referenced in the preamble and the terms and conditions set forth in the sections captioned by numbered article designations (“Articles”) and the following exhibits, which are incorporated and made part this Agreement by this reference and are included in any reference to this Agreement: (i) Exhibit A (Scope of Services); (ii) Exhibit B (Operating Fee); and (iii) Exhibit C (Reimbursable Costs).

“Annual Budget” has the meaning set forth in Section 6.2.1.

“Annual Facility Operating Plan” has the meaning set forth in Section 6.1.