OPTION AGREEMENT

([PROJECT])

This Option Agreement (this "Option Agreement") is made and entered into this ____ day of ____________________, 20__ (the “Effective Date”), by and by and between [COMPANY], a California corporation (“Grantor”), and [COMPANY], a [STATE] limited liability company ("Grantee"). Grantee and Grantor are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

Grantor is the owner of certain lands located in [COUNTY] County, State of [STATE], as more particularly described in Exhibit A attached hereto (the “Dairy Property”). Grantee is a renewable energy developer that desires to evaluate the development, construction, and operation of a biogas project (the “Project”) on the Dairy Property.

Grantee desires to obtain from Grantor, and Grantor desires to grant to Grantee, an option to obtain an exclusive ground lease for a portion Dairy Property consisting of approximately five (5) acres as more particularly described in Exhibit B attached hereto (the “Project Site”) for the development, construction, and operation of the Project, along with other purposes related to the production of biogas on the Dairy Property upon the terms and conditions set forth in this Option Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantee and Grantor hereby agree as follows:

Grant of Lease Option. Grantor hereby grants to Grantee and its successors and assigns, subject to the terms and conditions set forth in this Option Agreement, an exclusive, irrevocable option to take and lease the Project Site from Grantor for exclusive use by Grantee, together with such additional rights as are more fully described herein with respect to the Dairy Property (the “Option”), for the term, for the payments and on the terms and conditions hereinafter set forth, together with any ancillary easements that may be necessary for access to and operation of the Project in accordance with the terms and provisions of the form of Lease Agreement attached hereto as Exhibit C (the “Lease”).

Grant of License. Grantor hereby grants and conveys to Grantee an exclusive license and right-of-way on, over, and across the Dairy Property to come upon the Dairy Property and to conduct such activities as may be necessary to evaluate the feasibility of constructing and operating the Project on the Dairy Property (the “License”). This License shall be effective throughout the entire Option Term (as defined below). The License includes the right to use existing roads and pathways on the Dairy Property in conjunction with Grantee’s activities. The License may be exercised by Grantee and by Grantee’s employees, agents, contractors, permittees and invitees. Grantee will consult with Grantor to schedule and coordinate Grantee’s activities on the Dairy Property.