LEASE AGREEMENT

(Facility Site Ground Lease)

This LEASE AGREEMENT (“Lease”) is made and entered into this ____ day of

[DATE] (the “Effective Date”), by and between [COMPANY], a [STATE] limited liability company, with a mailing address of [ADDRESS] (“Landlord”), and [COMPANY], a [STATE] limited liability company, with a mailing address of [ADDRESS] (“[TENANT]”). Landlord and [TENANT] are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

A. Landlord is the owner of certain real property at or near [ADDRESS],, [COUNTY], [CITY] [STATE], consisting of 1000 acres more or less which together with all buildings, fixtures, and improvements located thereon, is legally described on the attached Exhibit A (the “Property”).

B. [TENANT] shall construct and operate a thermophilic anaerobic digester, fertilizer manufacturing plant, biogas cleaning and compression plant and related facilities (as such facilities may be modified or expanded from time to time, the “Facilities”) on a portion of the Property.

C. Landlord and [TENANT] desire to enter into a lease under which Landlord will lease [TENANT] a portion of the Property consisting of approximately twelve (12) acres of land, together with all buildings, fixtures and improvements located thereon, as more particularly described on the attached Exhibit B and generally depicted on Exhibit C (the “Premises”) on which [TENANT] will operate the Facilities, on the following terms, covenants, and conditions.

AGREEMENT

In consideration of the Recitals and of the mutual covenants, terms and conditions set forth below, the Parties agree as follows:

Lease.

Landlord hereby demises and leases to [TENANT] and [TENANT] hereby takes, accepts, and hires from Landlord, the Premises, for exclusive use by [TENANT].

Term.

Unless otherwise terminated as set forth herein, the term of this Lease shall commence on the Effective Date and terminate on the Fiftieth (50th) anniversary of the Effective Date (the “Term”).