ORGANIC FERTILIZER PURCHASE AND SALE AGREEMENT

This Organic Fertilizer Purchase and Sale Agreement (the “Agreement”) is made as of this _____ day of ____________, 2021 (the “Effective Date”) by and between [COMPANY], a Missouri limited liability company (“Seller”) and [COMPANY], a Kansas limited liability company (“Buyer”) in connection with Buyer’s purchase of the fertilizer produced at that certain fertilizer production facility operated by Seller and located in [CITY], [STATE]. Seller and Buyer are referred herein individually as a “Party,” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties have executed that certain Letter of Intent (the “LOI”) dated the 5th of May 2021 that sets forth the intended duties and responsibilities of the Parties or their designated Affiliates with respect to Seller’s intent to build or have built an anaerobic digester plant (the “AD Plant”);

WHEREAS, Seller shall build a fertilizer production facility pursuant to Buyer’s design to be co-located next to the AD Plant (the “Facility”) utilizing certain equipment and intellectual property provided and/or licensed by Buyer to Seller for the production of Buyer’s SuperSix™ organic fertilizer pursuant to the terms, conditions and specifications set forth herein (the “Product”) on Seller’s property located in [CITY], [STATE] site (the “Site”);

WHEREAS, as contemplated in the LOI, the Parties are executing simultaneously herewith that certain Equipment and Intellectual Property Supply and Services Agreement (the “Equipment Supply Agreement”), wherein this Agreement is referenced and an Operations and Maintenance Agreement (the “O&M Agreement”) designating therein that Seller shall operating and maintain the Facility and manage the production of Product;

WHEREAS, Buyer desires to contract with Seller for the production of the Product at the Facility;

WHEREAS, Seller has agreed to produce the Product on the terms and conditions set forth in this Agreement; and

WHEREAS, Buyer has agreed to purchase the Product from Seller on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the above Recitals (that are hereby incorporated by reference into the Agreement), and the promises and the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound thereby, the Parties agree as follows:

PURCHASE SALE. Seller shall sell to Buyer and Buyer shall purchase from Seller the Product output from the Facility, subject to all terms and conditions set forth in this Agreement. Buyer shall label all Product that is sold by Buyer and shall register all labels with the states where the Product are sold.