DRAFT – Not for Execution.

WASTE SUPPLY AGREEMENT

This Waste Supply Agreement (the “Agreement”) is executed as of the ____ day of _____________, 2011, (the “Effective Date”) by and between [COMPANY], a [STATE] limited liability company located at [Address] (“[COMPANY]”) and [Counterparty], a [State] [Entity] located at [Address] (the “Supplier”). [COMPANY] and Supplier may be referred to herein individually each as a “Party” and collectively as the “Parties.”

RECITALS

Supplier is engaged in the Dairy business, and owns and operates the [Name of Dairy] Dairy (the “Dairy”), which in the aggregate consists of approximately [Number] Animal Units, of which [Number] Animal Units are lactating at any given time;

Supplier generates certain quantities of waste, including but not limited to Manure from Supplier’s Dairy operations which Supplier is required to collect and manage in accordance with applicable state and federal environmental regulations and permits;

[COMPANY] intends to construct, own and operate a commercial-scale biogas production facility comprised of an anaerobic digester system and related equipment, and including a methane gas recovery plant for the production of energy and the creation of other co-products (collectively, the “Facility”); and

Supplier desires to provide exclusively to [COMPANY] the Manure generated at the Dairy, and [COMPANY] desires to receive and transport such Manure from the Dairy to the Facility pursuant to the terms and conditions set forth in 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 set forth herein, the Parties agree as follows:

Definitions.

As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference.

“Additives” shall mean any chemical or other synthetic compound added to the feed, cows, or milk production system that ends up in the Manure.

“Agreement” means this Waste Supply Agreement between Supplier and [COMPANY].