LLC MEMBERSHIP UNIT

PLEDGE AGREEMENT

This LLC Membership Unit Pledge Agreement (this “Agreement”), dated as of the ____ day of [MONTH] [YEAR], is by and between [COMPANY], a [STATE] limited liability company, a Delaware limited liability company (“Pledgor”), and [COMPANY], a [STATE] limited liability company (the “Lender”).

R E C I T A L S:

Pledgor, a [STATE] limited liability company (“Borrower”), has entered into, or will enter into: (1) that certain Promissory Note, dated on or about the date hereof (as amended, restated, supplemented, extended, replaced or otherwise modified from time to time, the “Note”), with Lender, pursuant to which, among other things, Lender has committed to make advances to Borrower, on the terms and conditions set forth therein, to finance a portion of the preconstruction and development of a [PROJECT DESCRIPTION] currently under development in [COUNTY/STATE], that will include the [PROJECT DESCRIPTION] (“RNG”), the conditioning of the RNG to pipeline grade and the injection of the RNG to an existing pipeline for distribution (the “Project”); (2) one or more Notes; and (3) various other Project documents, the Notes, 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, will hereinafter be collectively referred to as the “Transaction Documents”);

Pledgor is the member and owns ____________ Percent (__________%) of the membership interests of Borrower and will be benefited 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.

NOW, THEREFORE, in consideration of the above Recitals which are incorporate herein and made a part of this Agreement, including the premises and the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

DEFINITIONS. Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Transaction Documents. In addition, the following words shall have the meanings ascribed thereto below.

“Borrower” shall have the meaning ascribed thereto in the recitals of this Agreement.