MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

TERM SHEET

________, 2024

This Term Sheet and any exhibits attached hereto sets forth the principal terms proposed for a management and administrative services agreement (the “Agreement”) by and between [COMPANY], a [STATE] limited liability company (“Manager”) and [SPV] LLC, a California limited liability company (“Dairy”), subject to the Operating Agreement between Manager and Dairy. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet shall be governed by the laws of the State of California.

MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT | MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

Purpose | Dairy engages Manager to provide services subject to the Agreement and the Operating Agreement, in connection with a to-be-constructed dairy biogas facility on property being leased to Company (the “Project”), including by way of use of certain of Manager’s intellectual property.

Services | Manager shall, subject to the Operating Agreement, provide the following services to Dairy (the “Services”):

each and every function, service, duty, and obligation required of the Manager in its capacity as the “Manager” pursuant to the Operating Agreement

calculation of revenue and expenses by accounting category;

administration of accounts payable (including check and wire generation);

administration and collection of accounts receivable;

administration of cash transfers among the Dairy bank accounts;

administration and maintenance of a general ledger trial balance, balance sheet, income statement and certain other reports by accounting category, and periodic distribution of such reports;

maintenance of accounting records supporting Dairy financial statements;