CONSTRUCTION CONTRACT

This Construction Contract (this “Contract”) is made and entered into effective as of the _____ day of ________________ 2024 (the “Effective Date”) by and between [COMPANY], a California limited liability company located at [ADDRESS], [CITY], [STATE] [ZIP] (“Company”) and _____________________________ Inc., a California corporation located at ______________________ [and doing business as “__________________”] (“Contractor”). Company and Contractor are collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, Company desires to build a ____________ on that certain piece of real property currently the subject to that certain Lease [and Feedstock Supply Agreement] dated as of the ____ day of _____________ 202___;

WHEREAS, the Contractor is duly organized in accordance with the laws of California;

WHEREAS, the Contractor, as the Contractor, itself or through contractors and subcontractors, desires to construct the Project.

NOW THEREFORE, for and in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

AGREEMENT

1. DEFINITIONS AND INTERPRETATIONS

1.1  Definitions. Capitalized terms used in this Agreement but not defined in this Agreement shall have the meanings ascribed to them in Schedule A.

1.2  Interpretations. In this Agreement, unless a clear contrary intention appears: (a) the singular includes the plural and vice versa; (b) reference to a person includes such person's successors and assigns but, in the case of a Party, only if such successors and assigns are permitted by this Agreement; (c) reference to any gender includes each other gender; (d) “hereunder,” “hereof,” “hereto” and words of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement; (e) the word “or” is not exclusive, and the word “including” (in its various forms) means “including without limitation”; and (f) each accounting term not otherwise defined in this Agreement has the meaning commonly applied to it in accordance with generally accepted accounting principles. The Article and Section titles and headings in this Agreement are inserted for reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

2. CONTRACT DOCUMENTS

The Contract Documents consist of this Contract, all Schedules attached hereto and the following documents, all of which are hereby incorporated into this Contract by this reference and shall have the indicated order of precedence: