BIOMETHANE SALE AND PURCHASE AGREEMENT

This Biomethane Sale and Purchase Agreement (this “Agreement”) is entered into effective as of the _____ day of ____________ 2024 (the “Effective Date”) by and between [SELLER NAME],

a [STATE] [ENTITY TYPE] (the “Seller”), by and between [BUYER NAME],

a [STATE] [ENTITY TYPE] (the “Buyer”). Seller and Buyer are each referred to individually in this Agreement as a “Party” and together as the “Parties.”

RECITALS

Seller is the owner and/or lessee of an anaerobic bio-digester and biogas production system (the “System”);

Seller is the sole and exclusive owner of biomethane that is generated by the System together with all associated credits, benefits, emissions reductions, offsets, investment or production tax credits and allowances, howsoever entitled, attributable to the production, delivery and use of biomethane for the purpose of generating renewable electricity or for use as a renewable transportation fuel or for any other purpose (collectively, the “Biomethane”);

Buyer owns and operates an upgrading and utility gas interconnection facility (the “Upgrading Facility”) for upgrading biogas into renewable natural gas (“RNG”) and for its delivery into the local utility system;

Buyer wishes to purchase the Biomethane from Seller and then sell the RNG to one or more third parties (each, a “Biomethane Purchaser”), pursuant to one or more gas purchase and sale agreements (each, an “Offtake Agreement”); and

The Parties desire to set forth certain responsibilities and rights between the Parties with respect to the purchase and sale of the Biomethane on the terms and conditions set forth herein.

AGREEMENT

Now, therefore, for good and valuable consideration, including the above Recitals which are incorporated herein and made a part of this Agreement, the premises and the mutual covenants set forth herein, and for other consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Commencement Date. The first date on which Biomethane is produced under the Tolling Agreement shall be the “Commencement Date”.

Sale and Purchase of Biomethane.