MEMBERSHIP UNIT

PLEDGE AGREEMENT

This Membership Unit Pledge Agreement (this “Agreement”), dated as of the ____ day of May 2021, is by and between [INDIVIDUAL] ([INDIVIDUAL]), [INDIVIDUAL] ([INDIVIDUAL]), [INDIVIDUAL] ([INDIVIDUAL]), ([INDIVIDUAL], [INDIVIDUAL], and [INDIVIDUAL] are collectively referred to here as “Pledgors” and individually each as a “Pledgor”), [COMPANY], a [STATE] limited liability company, a Delaware limited liability company (“[COMPANY]”), [COMPANY], a [STATE] limited liability company ([COMPANY]) and [COMPANY] ([COMPANY]) ([COMPANY] and [COMPANY] are collectively referred to herein as the “Lender” and [COMPANY], [COMPANY] and [COMPANY] may be referred to herein individually each as a “Party” and collectively as the “Parties.”).

RECITALS

Pledgor, an Ohio limited liability company (“Borrower”), has entered into, or will enter into that certain Promissory Note between [COMPANY] (“[COMPANY]”) and [COMPANY] ([COMPANY]), dated ____ day of __________ 2021 (the “[COMPANY] Note”) and (ii) that certain Promissory Note between [COMPANY] ([COMPANY]) and [COMPANY], dated the ____ day of _____________ 2021 (the “[COMPANY] Note” and together with the [COMPANY] Note, the “Notes”). Capitalized terms that are used, but not defined herein shall have the respective meanings set forth in the Notes.

Lender has committed to make advances to Borrower, on the terms and conditions set forth in the Notes, to finance a portion of the preconstruction and development of a project currently under development in [JURISDICTION] (the “Project”), that will include the anaerobic digestion of manure into renewable natural gas (“RNG”), the conditioning of the RNG to pipeline grade and the injection of the RNG to an existing pipeline for distribution. One or more Notes; and various other Project documents, and all other documents executed in connection with the Notes, the Term Sheet and the Development Agreement as all are referred to in the Note, including this Agreement, are hereinafter collectively referred to as the “Transaction Documents”);

Each Pledgor is a member of the Borrower and each owns its respective percentage of the membership interests of Borrower such that each shall benefit by the success of Borrower and therefore wishes to induce Lender to execute the Transaction Documents to which it is a party and to extend the loans thereunder.

As a condition precedent to entering into the Transaction Documents and to extending the loans thereunder, Lender requires Pledgor to grant a security interest in the Collateral (as hereinafter defined) to secure the payment and performance of the Obligations (as hereinafter defined) and Pledgor hereby agrees to grant such a security interest.