Waste Supply Agreement

This Waste Supply Agreement (the “Agreement”) is made as of the _____ day of ____________, [YEAR] between __________ [COMPANY], (together with its successors and assigns hereunder, “[COMPANY]”), and ______________ (together with its successors and assigns hereunder, “Supplier”) and establishes the terms and conditions for which Supplier shall provide certain waste material to [COMPANY] for [COMPANY] to convert into biogas at [COMPANY]'s commercial scale biogas and fertilizer production facility (the “Facility”) that [COMPANY] is currently developing in ________ county, _________. [COMPANY] and Supplier may be referred to herein individually each as a "Party" and collectively as the "Parties."

AGREEMENT

In consideration of these premises and the mutual promises and covenants set forth herein, and intending to be legally bound, the Supplier and [COMPANY] mutually agree as follows:

TERM

Unless otherwise terminated as set forth herein, the term of this Agreement (the “Term”) shall be for a period of [twenty (20) consecutive years] commencing on [the date that the Facility begins commercial operation]. [COMPANY] has the right, upon written request of Supplier no less than [six (6) months] prior to the termination of the then-current Term, to request of Supplier that the Term of this Agreement be extended on the same terms and conditions contained herein, wherein said extension request shall not be unreasonably denied by Supplier. As used in this Agreement, “Term” shall include any extension of the initial [20-year Term].”

FEEDSTOCK PURCHASE, QUANTITY AND QUALITY

Quantity . For each [year] during the Term, Supplier shall provide [COMPANY] on a continual basis with the requisite quantity of Waste that falls within the Annual Range as designated on Schedule 1.

Quality . Supplier shall make its best effort to ensure all Waste delivered to [COMPANY] pursuant to this Agreement conforms to the Conditions as set forth on Schedule 2, attached to this Agreement.

DELIVERY, SCHEDULING AND LOGISTICS

Delivery . Delivery of Waste hereunder shall take place at the delivery point set forth on Schedule 3, attached to this Agreement (the "Delivery Point") and title to, risk in and responsibility for the Waste shall pass from Supplier to [COMPANY] once [COMPANY] receives the Waste at the location set forth on Schedule 3.

Delivery Schedule . The Parties shall jointly develop a delivery schedule (the “Delivery Schedule”), the format of which will be mutually agreed upon by the Parties, which will serve as the formal planning tool for managing the logistics and transportation of the Waste to the Delivery Point by the Supplier.