BIOGAS CONDITIONING AND UPGRADING SERVICES AGREEMENT

This BioGas Conditioning and Upgrading Services Agreement (this “Agreement”) is entered into effective as of the _____ day of _________ 202___ (the “Effective Date”) by and between [COMPANY] ___________, LLC, a California limited liability company (“Upgrader”), and [COMPANY] _______, a California limited liability company (“Producer”). Upgrader and Producer are each referred to individually in this Agreement as a “Party” and collectively as the “Parties”.

RECITALS

Producer is developing multiple anerobic digesters and biogas conditioning plants throughout _______________ County, California (collectively, the “AD Sites”) which will produce a stream of conditioned biogas and bio-methane (the “Biogas”). Producer is also developing a system of collection pipelines (collectively, the “Producer Collection Line”) to collect the Biogas from the AD Sites.

Upgrader owns and operates a separate system of collection pipelines (collectively, the “Upgrader Collection Line”) that collects biogas from Upgrader’s own anerobic digesters and biogas conditioning plants (the “Upgrader Sites”) and delivers such biogas to Upgrader’s upgrading facility (the “Facility”) for conditioning and upgrading into RNG.

Upgrader sells RNG produced at the Facility to one or more third parties (each, an “Offtaker”), pursuant to one or more gas purchase and sale agreements.

The Parties wish to connect Producer’s Collection Line to Upgrader’s Collection Line for delivery of the Biogas to the Facility for conditioning and upgrading into RNG for eventual sale (“Processing”).

Certain equipment upgrades to the Facility are necessary to increase Upgrader’s capacity to transport and upgrade untreated biogas and then compress, meter and inject biomethane into the Offtake Point of Receipt, including, without limitation the following (collectively, the “Expansion Equipment”): (i) biogas to methane upgraders, (ii) the Delivery Point, interconnection, compressors and related equipment, and (iii) connection gathering lines and pipes for transporting the Biogas from the AD Sites to the Facility. Upgrader shall be responsible for installation of the Expansion Equipment.

Producer desires for Upgrader, and Upgrader wishes, to provide the following services (collectively, the “Conditioning Services”): (i) installation of the Expansion Equipment, and (ii) Processing the Biogas into RNG (“Producer’s RNG”).

Producer also desires to retain Upgrader, and Upgrader wishes to be retained, to sell Producer’s RNG to Offtakers on Producer’s behalf (the “RNG Sales/Offtake Services”).