BIOGAS TOLLING AGREEMENT

This BioGas Tolling Agreement (this “Agreement”) is entered into effective as of the _____ day of ____________ 2024 (the “Effective Date”) by and between [COMPANY], a California limited liability company (“Tolling Upgrader”), and [COMPANY], a California limited liability company (“Producer”). Tolling Upgrader and Producer are each referred to individually in this Agreement as a “Party” and collectively as the “Parties.”

RECITALS

Producer’s wholly owned project entity, [COMPANY], a California limited liability company, (“Moonstone”) is developing an anerobic bio-digester in the State of California at the “[SITE NAME]” commonly described as [ADDRESS] (“Producer AD Site”) which will produce a stream of conditioned biogas (the “Biogas”). Moonstone and [COMPANY], a California general partnership (“[COMPANY]”) entered a certain “Lease and Feedstock Supply Agreement” dated [DATE] (“LFSA”) under which Landowner leased to Project Entity and rented a portion of Landowner’s real property (“Property”) to construct, operate, and manage an anerobic bio-digester. Producer is also developing gathering pipeline (“Producer Gathering Line”) to collect the Biogas from the Producer AD Site;

Producer and Project Entity entered into a Biogas Purchase and Sale Agreement to transfer ownership of Project Entity’s Biogas and environmental attributes to Producer;

Tolling Upgrader owns and operates a separate system of interconnected collection pipelines (collectively, the “Tolling Upgrader Gathering Line”) that collects biogas from Tolling Upgrader’s own anerobic bio-digesters and biogas conditioning plants (the “Tolling Upgrader AD Sites”) and delivers such biogas to Tolling Upgrader’s upgrading and utility gas interconnection facility (the “Upgrader Facility”) for upgrading into renewable natural gas (“RNG”) and for its delivery into the local utility system for the generation of RINs at the EPA;

Currently, Tolling Upgrader sells RNG produced from processed and upgraded Biogas at the Upgrader Facility to one or more third parties (each, an “Offtaker”), pursuant to one or more RNG Purchase and Sale Agreements;

The Parties wish to connect Producer’s Gathering Line to Tolling Upgrader’s Gathering Line for transmission of the Biogas to the Upgrader Facility to be processed and upgraded into RNG (“Processing”) and thereafter delivered to the local utility system for eventual sale;

Producer desires to retain ownership of all Biogas, biomethane, RNG and any and all Environmental Attributes associated thereto;

Producer desires to contract with Tolling Upgrader, and Tolling Upgrader wishes, to provide the following services (collectively, the “Upgrading Services”): (i) performing any and all work, activities or services as necessary to fulfill the terms and conditions of this Agreement as between the Delivery Point and the Offtaker’s Point of Receipt, (ii) processing and upgrading the Biogas into RNG for the benefit of Producer, and (iii) creating any associated LCFS credits and any RINS through and per the terms of the RNG Sales/Offtake Agreement; and