WASTE SUPPLY AGREEMENT

This Waste Supply Agreement (the “Agreement”) is made and entered into this ____ day of ____________________, 20__ (the “Effective Date”), by and between [COMPANY], an [State] [Entity Type] (“[COMPANY]”) and [Name of Counterparty], a(n) [State] [Entity Type] (“Supplier”). Grantee and Grantor are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”. [COMPANY] and Supplier may be referred to herein individually each as a “Party” and collectively as the “Parties”.

RECITALS

[COMPANY] desires to develop a biogas production facility (the “Facility”) to be located adjacent to Supplier’s [Number of head] head dairy operation in [Name of County], State of [Name of State] (the “Dairy”);

The Dairy generates Raw Manure in the course of its operation which is estimated to be approximately [Number of Gallons] Gallons by volume annually;

Supplier is required to collect and manage the Raw Manure in accordance with applicable state and federal environmental regulations and permits;

The Facility has the ability to generate renewable energy from the decomposition of, among other sources, organic matter such as Raw Manure and [COMPANY] considers the Dairy a viable and continuous source of such Raw Manure;

[COMPANY] may, as mutually agreed upon in writing by the Parties, deliver back to Supplier the liquid effluent generated by the Facility for use at the Dairy pursuant to a Liquid Effluent Off-take Agreement between the Parties dated the _______ day of ________, 20___ (the “Liquid Effluent Off-take Agreement”);

In addition to the Facility, the Parties, working together, shall design and develop a system of collecting the Raw Manure from the Dairy, pre-treating the Raw Manure for the removal of, among other materials, sand and moisture, and transporting the Raw Manure via pipeline from the Dairy to the Facility; and,

[COMPANY] wishes to obtain the Facility’s required Raw Manure from Supplier and Supplier wishes to provide [COMPANY] with such Raw Manure as required for the Facility pursuant to the terms and conditions of 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 herein contained, the Parties agree as follows:

DEFINED TERMS.

“Affiliate” means, for a specific person or entity, any person or entity controlled by, controlling or under common control with the person or entity at issue.