BIOGAS SALE AND PURCHASE AGREEMENT

This BioGas Sale and Purchase Agreement (this “Agreement”) is entered into on _________, 2023 (the “Effective Date”) by and between ______________, LLC, a California limited liability company (“Seller”), and [COMPANY] ___________, a California limited liability company “Buyer”). Seller and Buyer are each referred to individually in this Agreement as a “Party.”

RECITALS:

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

Seller is the sole and exclusive owner of the conditioned biogas (the raw, wet, untreated dairy digester gas that Seller has processed to remove the majority of its hydrogen sulfide and water and has compressed to a delivery pressure) and bio-methane that is generated by the System together with all associated environmental attributes (collectively, the “BioGas”). [The System is currently equipped to process the BioGas to produce electricity.]

Buyer owns and operates a system of interconnected collection/gathering pipelines (collectively, the “Collection Line”) that collect biogas from several other biogas producers and delivers such biogas to Buyer’s upgrading facility (the “Upgrading Facility”) and upgrade such biogas to a commodity-grade methane (such commodity-grade methane, together with all associated environmental and renewable energy credits, collectively, the “RNG”).

Seller wishes to connect the System to the Collection Line and deliver the BioGas to the Upgrader for processing into RNG and eventual sale.

[Seller and Buyer have entered into that certain Equipment Lease of even date herewith (the “Equipment Lease”), whereby Buyer has agreed to lease to Seller, and Seller has agreed to lease from Buyer, certain conditioning plant equipment and gathering lines (collectively, the “Conversion Equipment”) for the purpose of connecting the System to the Upgrading Facility.]

Buyer wishes to purchase the BioGas from Seller, convert the BioGas to RNG, and then sell the RNG to one or more third parties (each, an “Offtaker”), pursuant to one or more gas purchase and sale agreements (each, as may be amended, amended and restated, supplemented, replaced or otherwise modified from time to time, an “Offtake Agreement”),

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

AGREEMENT:

Now, therefore, for and in consideration of the premises and the mutual covenants set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are acknowledged, the Parties agree as follows: