EX-10.1




 Exhibit 10.1 

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY
DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. 
 Base Contract for Sale and Purchase of Natural Gas 

This Base Contract is entered into as of the following date: April 1, 2021 

The parties to this Base Contract are the following: 
  

													
	  

PARTY A
 GSF Energy, L.L.C.

 
	 	PARTY NAME	 	  

PARTY B
 Iogen RC Fuels LP

 

	 680 Andersen Dr, Foster Plaza 10,
5th FL,
 Pittsburgh, PA 15220
  
	 	ADDRESS	 	 310 Hunt Club Road East, Suite
101
 Ottawa, Ontario, Canada K1V 1C1
  

	 	 	 	 	 	 	  
  

BUSINESS WEBSITE
  
	 	 	 	 	 	 
	 	 	 	 	 	 	  

CONTRACT NUMBER
  
	 	 	 	 	 	 
	 	 	 	 	 	 	  

D-U-N-S® 
NUMBER
  
	 	 	 	 	 	 
	  

☒ US FEDERAL:
 ☐ OTHER:
  
	 	TAX ID NUMBERS	 	  

☒ US FEDERAL

☐ OTHER:

 

	DE	 	 JURISDICTION OF

ORGANIZATION
	 	 	 	 	 	 
	
☐ Corporation
 ☐ Limited Partnership
 ☐ LLP

 
	 	 ☒ LLC

☐ Partnership

☐ Other:
                    
  
	 	COMPANY TYPE	 	 ☐ Corporation

☒ Limited Partnership
 ☐ LLP
  
	 	 ☐
LLC
 ☐ Partnership
 ☐ Other:                     

 

	 	 	 	 	 	 	 GUARANTOR

(IF APPLICABLE)
	 	 	 	 	 	 
	  

CONTACT INFORMATION
  

	  

ATTN:
	 	  
 John Collins
	 		 	 	 	  
 ATTN:
	 	  

Contract Administration

	 TEL#:
	 	 [***]
	 	 FAX#:
	 	 COMMERCIAL
	 	 TEL#:
	 	 613-733-9830
	 	 FAX#: [***]

	 EMAIL:

 
	 	 [***]

 
	 	 	 	 	 	 EMAIL:

 
	 	
contractadmin@iogen.ca

 

	  

ATTN:
	 	  
 John Collins
	 		 	 	 	  
 ATTN:
	 	  

Contract Administration

	 TEL#:
	 	 [***]
	 	 FAX#:
	 	 SCHEDULING
	 	 TEL#:
	 	 613-733-9380
	 	 FAX#: [***]

	 EMAIL:

 
	 	 [***]

 
	 	 	 	 	 	 EMAIL:

 
	 	
contractadmin@iogen.ca

 

	  

ATTN:
	 	  
 John Ciroli
	 		 	 CONTRACT AND

    LEGAL NOTICES
	 	  
 ATTN:
	 	  

Contract Administration

	 TEL#:
	 	 [***]
	 	 FAX#:
	 	 TEL#:
	 	 613-733-9830
	 	 FAX#: [***]

	 EMAIL:

 
	 	 [***]

 
	 	 	 	 EMAIL:

 
	 	
contractadmin@iogen.ca

 

	  

ATTN:
	 	  
 Accounting Manager
	 	 	 	  
 ATTN:
	 	  

Contract Administration

	 TEL#:
	 	 412-747-8700
	 	 FAX#:
412-921-2867
	 	 CREDIT
	 	 TEL#:
	 	 613-733-9380
	 	 FAX#: [***]

	 EMAIL:

 
	 	 [***]

 
	 	 	 	 	 	 EMAIL:

 
	 	
contractadmin@iogen.ca

 

	  

ATTN:
	 	  
 John Collins
	 		 	 TRANSACTION

    CONFIRMATIONS
	 	  
 ATTN:
	 	  

Contract Administration

	 TEL#:
	 	 [***]
	 	 FAX#:
	 	 TEL#:
	 	 613-733-9830
	 	 FAX#: [***]

	 EMAIL:

 
	 	 [***]

 
	 	 	 	 EMAIL:

 
	 	
contractadmin@iogen.ca

 

	  

ACCOUNTING INFORMATION
  

	  

ATTN:
	 	  
 Accounting Manager
	 	  

INVOICES
	 	  
 ATTN:
	 	  
 Accounts Payable
	 	 
	 TEL#:
	 	 412-747-8700
	 	 FAX#:
412-921-2867
	 	 PAYMENTS
	 	 TEL#:
	 	 613-733-9830
	 	 FAX#: [***]

	 EMAIL:

 
	 	 afortney@montaukenergy.com

 
	 	 SETTLEMENTS

 
	 	 EMAIL:

 
	 	
accounts.payable@iogen.ca

 

	  

BANK:
	 	  
 Comerica Bank
	 	  
 WIRE
TRANSFER
	 	  
 BANK:
	 	  

BMO Harris Bank M.A.

	 ABA:
	 	 [***]
	 	 ACCT: [***]
	 	NUMBERS	 	 ABA:
	 	 [***]
	 	 ACCT: [***]

	 OTHER DETAILS:

 
	 	 	 	 (IF APPLICABLE)

 
	 	 OTHER DETAILS:

 
	 	 
	  

BANK:
	 	  
 Comerica Bank
	 		 	 ACH NUMBERS

(IF APPLICABLE)
	 	  
 BANK:
	 		 	 
	 ABA:
	 	 [***]
	 	 ACCT: [***]
	 	 ABA:
	 		 	 ACCT:

	 OTHER DETAILS:

 
	 	 	 	 OTHER DETAILS:

 
	 	 
	  

ATTN:
	 		 		 	  

CHECKS
	 	  
 ATTN:
	 		 	 
	 ADDRESS:

 
	 	 	 	 (IF APPLICABLE)

 
	 	 ADDRESS:

 
	 	 


  

					
	 Copyright © 2006 North American Energy Standards Board, Inc.
	  	NAESB Standard 6.3.1
	 All Rights Reserved
	  		  	September 5, 2006













 Base Contract for Sale and Purchase of Natural Gas 

(Continued) 
 This Base Contract incorporates by
reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and
Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select the appropriate box(es) from each section: 
  

											
	 	 	 	 	 	 
	 Section 1.2

 Transaction Procedure
	  	 ☐

 
 OR
  

☒
	  	  
 Oral (default)

 
  
  

Written
	  	 Section 10.2

Additional Events of Default
	  	 ☒

 
 ☐
	 	 No Additional Events of Default (default)

 
 Indebtedness Cross Default

	 			 		 
	 Section 2.7

 Confirm Deadline
	  	 ☐

OR
 ☒

 
	  	 2 Business Days after receipt (default)

5 Business Days after receipt
  
	  		  		 	
☐  Party
A:                                        
                      
 ☐  Party
B:                                        
                      

	 			 		 
	
Section 2.8 
 Confirming Party
	  	 ☐

 
 OR
  

☒
 ☐
	  	  
 Seller
(default)
  
  
  

 
 Buyer

                           
                                         

	  	 	  	☐	 	Transactional Cross Default 
Specified Transactions:
	  	
 
  

 

	 			 		 
	 Section 3.2

 Performance Obligation
	  	 ☒

 
 OR
  

☐
	  	 Cover Standard (default)

 
  
 Spot Price
Standard
	  	 Section 10.3.1

Early Termination Damages
	  	 ☒

 
 OR
  

☐
	 	 Early Termination Damages Apply
(default)
  
 Early Termination Damages Do Not Apply

	 	 		 
	Note: The following Spot Price Publication applies to both of the immediately preceding.	  		  		 	 
	 			 		 
	 Section 2.31

Spot Price Publication
	  	 ☒

OR
 ☐
	  	 Gas Daily Midpoint (default)

 

                           
                                         

	  	 Section 10.3.2 

Other Agreement Setoffs
	  	☒	 	 Other Agreement Setoffs Apply (default)

 
 ☐
Bilateral (default)
  
 ☐ Triangular

	 			 		 
	 Section 6

Taxes
	  	 ☒

 
 OR
  

☐
	  	 Buyer Pays At and After Delivery

 
  
 Seller Pays Before and At
Delivery Point
	  	 	  	 OR
  

☐
	 	  

Other Agreement Setoffs Do Not Apply

	 			 	 
	 Section 7.2

Payment Date
	  	 ☒

 
 OR
  

☐
	  	 25th Day of Month following Month of
delivery (default)
  
  
  

Day of Month following Month of delivery
	  	 Section 15.5

Choice Of Law
	  	                 
       New York                        
	 			 		 
	 Section 7.2

Method of Payment
	  	 ☐

 
 ☒

 
 ☐
	  	 Wire transfer (default)

 
  
 Automated Clearinghouse
Credit (ACH) 

  
  

Check
  
	  	 Section 15.10

Confidentiality
	  	 ☒

OR
 ☐
	 	Confidentiality applies (default) 

Confidentiality does not apply
	 			 		 
	 Section 7.7

Netting
	  	 ☒

 
 OR
  

☐
	  	 Netting applies (default) 


 
  
 Netting does not
apply
	  	 	  	 	 	 
	
☒ Special Provisions Number of sheets attached:    2 pages

☐ Addendum(s):
                                         
                                         
                                         
         


 IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate. 

 

					
	GSF Energy, L.L.C.	  	PARTY NAME	  	
IOGEN RC FUELS LP
  

by its general partner Iogen RC Fuels Corporation
  

	 	 	 
	By: /s/ Sean F.
McClain                                	  	SIGNATURE	  	By: /s/ Patrick J.
Foody                                
	 	 	 
	Sean F. McClain	  	PRINTED NAME	  	Patrick J. Foody
	
CEO
	  	TITLE	  	Executive Vice-President


  

					
	 Copyright © 2006 North American Energy Standards Board, Inc.
	  	NAESB Standard 6.3.1
	 All Rights Reserved
	  	Page 2 of 15	  	September 5, 2006













 General Terms and Conditions 

Base Contract for Sale and Purchase of Natural Gas 
 SECTION 1.        PURPOSE AND PROCEDURES 
 1.1.        These General Terms and Conditions are intended to facilitate purchase and sale transactions of
Gas on a Firm or Interruptible basis. “Buyer” refers to the party receiving Gas and “Seller” refers to the party delivering Gas. The entire agreement between the parties shall be the Contract as defined in Section 2.9.


	
	 
	The parties have selected either the “Oral Transaction Procedure” or the
“Written Transaction Procedure” as indicated on the Base Contract.
	 
	Oral Transaction Procedure:
	 
	
1.2.        The parties will use the following Transaction
Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the agreement of the parties. The parties shall be legally bound from the
time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a “writing” and to have been “signed”. Notwithstanding the foregoing sentence, the parties agree that Confirming Party
shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this
Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on
any Transaction Confirmation as the identification and authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e., price, quantity,
performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations and
warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties; provided that the foregoing shall not invalidate any transaction agreed to by the parties.

	 
	Written Transaction Procedure:
	 
	
1.2.        The parties will use the following Transaction Confirmation procedure. Should the parties come to an
agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by
facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting
Transaction Confirmations or the passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3.



1.3.       
 If a sending party’s Transaction Confirmation is materially different from the receiving party’s understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or
mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm
Deadline constitutes the receiving party’s agreement to the terms of the transaction described in the sending party’s Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing
the same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a
conflict among the terms of (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction
Procedure of the Base Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence. 

1.4.       
 The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees, without any special or further notice to the other party. Each party shall obtain any
necessary consent of its agents and employees to such recording. Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties agree not to contest the validity or enforceability of telephonic
recordings entered into in accordance with the requirements of this Base Contract. 
 SECTION
2.        DEFINITIONS 
 The terms set forth below shall have the meaning ascribed to them
below. Other terms are also defined elsewhere in the Contract and shall have the meanings ascribed to them herein. 
 2.1.        “Additional Event of Default” shall mean Transactional Cross Default or Indebtedness
Cross Default, each as and if selected by the parties pursuant to the Base Contract. 

2.2.       
 “Affiliate” shall mean, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control
with the person. For this purpose, “control” of any entity or person means ownership of at least 50 percent of the voting power of the entity or person. 

2.3.       
 “Alternative Damages” shall mean such damages, expressed in dollars or dollars per MMBtu, as the parties shall agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to
deliver Gas in the case of Seller or to receive Gas in the case of Buyer. 

  

					
	 Copyright © 2006 North American Energy Standards Board, Inc.
	  	NAESB Standard 6.3.1
	 All Rights Reserved
	  	Page 3 of 15	  	September 5, 2006













 2.4.        “Base Contract” shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the
agreed selections of provisions contained herein; and that sets forth other information required herein and any Special Provisions and addendum(s) as identified on page one. 

2.5.       
 “British thermal unit” or “Btu” shall mean the International BTU, which is also called the Btu (IT). 
 2.6.        “Business Day(s)” shall mean Monday through Friday, excluding Federal Banking
Holidays for transactions in the U.S. 
 2.7.        “Confirm Deadline” shall mean 5:00 p.m. in the receiving party’s time zone on the second Business Day following the Day a Transaction
Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party’s time zone, it shall be deemed
received at the opening of the next Business Day. 
 2.8.        “Confirming Party” shall mean the party designated in the Base Contract to prepare and forward Transaction Confirmations to the other party.


2.9.       
 “Contract” shall mean the legally-binding relationship established by (i) the Base Contract, (ii) any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in
Section 1.2 of the Base Contract, any and all transactions that the parties have entered into through an EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation, all of which shall form a single
integrated agreement between the parties. 

2.10.        “Contract Price” shall mean
the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of Gas as agreed to by the parties in a transaction. 

2.11.        “Contract Quantity” shall mean
the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction. 

2.12.        “Cover Standard”, as referred
to in Section 3.2, shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to (i) if Buyer is the performing
party, obtain Gas, (or an alternate fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or production area, as applicable,
consistent with: the amount of notice provided by the nonperforming party; the immediacy of the Buyer’s Gas consumption needs or Seller’s Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure
by the nonperforming party. 

2.13.        “Credit Support Obligation(s)”
shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party to this Contract such as cash, an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, guaranty, or
other good and sufficient security of a continuing nature. 

2.14.        “Day” shall mean a period of
24 consecutive hours, coextensive with a “day” as defined by the Receiving Transporter in a particular transaction. 
 2.15.        “Delivery Period” shall be the period during which deliveries are to be made as agreed to by the parties in a transaction. 

2.16.        “Delivery Point(s)” shall mean
such point(s) as are agreed to by the parties in a transaction. 

2.17.        “EDI” shall mean an electronic
data interchange pursuant to an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract. 

2.18.        “EFP” shall mean the purchase,
sale or exchange of natural Gas as the “physical” side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of “Firm”, provided that a party’s excuse for
nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act. 

2.19.        “Firm” shall mean that either
party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force Majeure may be responsible
for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter. 

2.20.        “Gas” shall mean any mixture
of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane. 

2.21.        “Guarantor” shall mean any
entity that has provided a guaranty of the obligations of a party hereunder. 

2.22.        “Imbalance Charges” shall mean
any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter’s balance and/or nomination requirements. 

2.23.        “Indebtedness Cross Default”
shall mean if selected on the Base Contract by the parties with respect to a party, that it or its Guarantor, if any, experiences a default, or similar condition or event however therein defined, under one or more agreements or instruments,
individually or collectively, relating to indebtedness (such indebtedness to include any obligation whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of borrowed money in an
aggregate amount greater than the threshold specified in the Base Contract with respect to such party or its Guarantor, if any, which results in such indebtedness becoming immediately due and payable. 

2.24.        “Interruptible” shall mean
that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set


  

					
	 Copyright © 2006 North American Energy Standards Board, Inc.
	  	NAESB Standard 6.3.1
	 All Rights Reserved
	  	Page 4 of 15	  	September 5, 2006













 
forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter. 

2.25.        “MMBtu” shall mean one million
British thermal units, which is equivalent to one dekatherm. 

2.26.        “Month” shall mean the period
beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. 
 2.27.        “Payment Date” shall mean a date, as indicated on the Base Contract, on or before which payment is due Seller for Gas received by
Buyer in the previous Month. 

2.28.        “Receiving Transporter” shall
mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter, the Transporter delivering Gas at a Delivery Point. 
 2.29.        “Scheduled Gas” shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management. 

2.30.        “Specified Transaction(s)”
shall mean any other transaction or agreement between the parties for the purchase, sale or exchange of physical Gas, and any other transaction or agreement identified as a Specified Transaction under the Base Contract. 

2.31.        “Spot Price “ as referred to
in Section 3.2 shall mean the price listed in the publication indicated on the Base Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; provided, if there is no
single price published for such location for such Day, but there is published a range of prices, then the Spot Price shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price
shall be the average of the following: (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for
the first Day for which a price or range of prices is published that next follows the relevant Day. 

2.32.        “Transaction Confirmation”
shall mean a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period. 

2.33.        “Transactional Cross Default”
shall mean if selected on the Base Contract by the parties with respect to a party, that it shall be in default, however therein defined, under any Specified Transaction. 

2.34.        “Termination Option” shall
mean the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a
period as specified on the applicable Transaction Confirmation. 

2.35.        “Transporter(s)” shall mean
all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to a particular transaction.

 SECTION 3.        PERFORMANCE OBLIGATION 

3.1.        Seller agrees to sell and deliver, and
Buyer agrees to receive and purchase, the Contract Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as agreed to by the parties in a transaction. 

	
	 
	The parties have selected either the “Cover Standard” or the “Spot
Price Standard” as indicated on the Base Contract.
	 
	Cover Standard:
	 
	
3.2.        The sole and exclusive remedy of the parties in the event
of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the
purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity
and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive
difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s),
multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (iii) in the event that Buyer has used commercially reasonable
efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Gas, then in addition to (i) or (ii)
above, as applicable, the sole and exclusive remedy of the performing party with respect to the Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such
transportation to the applicable Delivery Point, multiplied by the quantity of such Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges,
if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall set forth the basis upon which such amount was
calculated.

	 
	Spot Price Standard:
	 
	
3.2.        The sole and exclusive remedy of the parties in the event of a
breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the difference between the Contract Quantity and
the actual quantity delivered by Seller and received by Buyer for such Day(s),



  

					
	 Copyright © 2006 North American Energy Standards Board, Inc.
	  	NAESB Standard 6.3.1
	 All Rights Reserved
	  	Page 5 of 15	  	September 5, 2006














	
	 multiplied by the positive difference, if any, obtained by
subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by
Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. Imbalance Charges shall not be recovered under this Section 3.2, but Seller
and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party’s invoice, which shall
set forth the basis upon which such amount was calculated.



3.3.        Notwithstanding Section 3.2, the
parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties. 
 3.4.        In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both
parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and
how liquidation costs will be calculated. 
 SECTION 4.        TRANSPORTATION, NOMINATIONS, AND IMBALANCES 

4.1.        Seller shall have the sole responsibility
for transporting the Gas to the Delivery Point(s). Buyer shall have the sole responsibility for transporting the Gas from the Delivery Point(s). 
 4.2.        The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter(s). Each party
shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual
deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party. 
 4.3.        The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a
Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of Gas greater than or
less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities of Gas greater
than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer. 
 SECTION 5.        QUALITY AND MEASUREMENT 

All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of
this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Receiving Transporter. 
 SECTION 6.        TAXES 
  

	
	 
	The parties have selected either “Buyer Pays At and After Delivery Point” or
“Seller Pays Before and At Delivery Point” as indicated on the
Base Contract.
	 
	Buyer Pays At and After Delivery Point:
	 
	
Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on
or with respect to the Gas prior to the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s). If a party is required to remit or pay Taxes
that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party
any necessary documentation thereof.

	 
	Seller Pays Before and At Delivery Point:
	 
	
Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority (“Taxes”) on
or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s). If a party is required to remit or pay Taxes
that are the other party’s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party
any necessary documentation thereof.


 SECTION 7.        BILLING, PAYMENT, AND AUDIT 

7.1.        Seller shall invoice Buyer for Gas
delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date,
billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month’s billing or as soon thereafter as actual delivery information is available. 

7.2.        Buyer shall remit the amount due under
Section 7.1 in the manner specified in the Base Contract, in immediately available funds, on or before the later of the Payment Date or 10 Days after receipt of the invoice by Buyer; provided that if the Payment Date


  

					
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is not a Business Day, payment is due on the next Business Day following that date. In the event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with this
Section 7.2. 
 7.3.        In the event
payments become due pursuant to Sections 3.2 or 3.3, the performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Payment from the
nonperforming party will be due five Business Days after receipt of invoice. 

7.4.        If the invoiced party, in good faith,
disputes the amount of any such invoice or any part thereof, such invoiced party will pay such amount as it concedes to be correct; provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable
in industry practice to support the amount paid or disputed without undue delay. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this
Section. 
 7.5.        If the invoiced party fails
to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money
Rates” by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate. 
 7.6.        A party shall have the right, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit and to obtain copies of
the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine,
audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and billings shall be conclusively presumed final and accurate and all associated
claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments under
Section 7 shall be paid in full by the party owing payment within 30 Days of Notice and substantiation of such inaccuracy. 
 7.7.        Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this Contract, the parties shall net all
undisputed amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with Section 7; provided that no payment
required to be made pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. If the parties have executed a separate netting agreement, the terms and conditions therein
shall prevail to the extent inconsistent herewith. 
 SECTION
8.        TITLE, WARRANTY, AND INDEMNITY 

8.1.        Unless otherwise specifically agreed,
title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have
responsibility for and assume any liability with respect to said Gas after its delivery to Buyer at the Delivery Point(s). 
 8.2.        Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it
to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 15.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR
PURPOSE, ARE DISCLAIMED. 
 8.3.        Seller
agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys’ fees and costs of court (“Claims”), from any and all persons, arising from or out of claims of title, personal
injury (including death) or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of
claims regarding payment, personal injury (including death) or property damage from said Gas or other charges thereon which attach after title passes to Buyer. 

8.4.        The parties agree that the delivery of
and the transfer of title to all Gas under this Contract shall take place within the Customs Territory of the United States (as defined in general note 2 of the Harmonized Tariff Schedule of the United States 19 U.S.C. §1202, General Notes,
page 3); provided, however, that in the event Seller took title to the Gas outside the Customs Territory of the United States, Seller represents and warrants that it is the importer of record for all Gas entered and delivered into the United States,
and shall be responsible for entry and entry summary filings as well as the payment of duties, taxes and fees, if any, and all applicable record keeping requirements. 

8.5.        Notwithstanding the other provisions of
this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5. 

SECTION
9.        NOTICES 
 9.1.        All Transaction Confirmations, invoices, payment instructions, and other communications made pursuant to the Base Contract (“Notices”)
shall be made to the addresses specified in writing by the respective parties from time to time. 

9.2.        All Notices required hereunder shall be
in writing and may be sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered. 

9.3.        Notice shall be given when received on a
Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party’s receipt of its facsimile
machine’s confirmation of successful transmission. If the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following


  

					
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Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party.
Notice via first class mail shall be considered delivered five Business Days after mailing. 

9.4.    The party
receiving a commercially acceptable Notice of change in payment instructions or other payment information shall not be obligated to implement such change until ten Business Days after receipt of such Notice. 

SECTION 10.     FINANCIAL
RESPONSIBILITY 
 10.1.    If either party (“X”) has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party
(“Y”) (including, without limitation, the occurrence of a material change in the creditworthiness of Y or its Guarantor, if applicable), X may demand Adequate Assurance of Performance. “Adequate Assurance of Performance” shall
mean sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to X, including, but not limited to cash, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or guaranty. Y
hereby grants to X a continuing first priority security interest in, lien on, and right of setoff against all Adequate Assurance of Performance in the form of cash transferred by Y to X pursuant to this Section 10.1. Upon the return by X to Y
of such Adequate Assurance of Performance, the security interest and lien granted hereunder on that Adequate Assurance of Performance shall be released automatically and, to the extent possible, without any further action by either party.

 10.2.    In
the event (each an “Event of Default”) either party (the “Defaulting Party”) or its Guarantor shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise
commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become bankrupt or
insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its
assets; (vi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at
least one Business Day of a written request by the other party; (viii) not have paid any amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due; or ix) be the affected party
with respect to any Additional Event of Default; then the other party (the “Non-Defaulting Party”) shall have the right, at its sole election, to immediately withhold and/or suspend deliveries or
payments upon Notice and/or to terminate and liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available hereunder. 

10.3.    If an Event of
Default has occurred and is continuing, the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20
Days after such Notice is given, as an early termination date (the “Early Termination Date”) for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the Contract, each a “Terminated
Transaction”. On the Early Termination Date, all transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law (“Excluded Transactions”), which Excluded Transactions
must be liquidated and terminated as soon thereafter as is legally permissible, and upon termination shall be a Terminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual
termination date shall be the Early Termination Date for purposes of Section 10.3.1. 

	
	  

The parties have selected either “Early Termination Damages Apply” or “Early Termination Damages Do Not Apply” as indicated on
the
Base Contract.
  

	  

Early Termination Damages Apply:
  

	 
	  

10.3.1    As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between
the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under
Section 3.2), for which payment has not yet been made by the party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each Terminated Transaction. The
Non-Defaulting Party shall (x) liquidate and accelerate each Terminated Transaction at its Market Value, so that each amount equal to the difference between such Market Value and the Contract Value, as
defined below, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated Transaction(s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and (y) where appropriate, discount
each amount then due under clause (x) above to present value in a commercially reasonable manner as of the Early Termination Date (to take account of the period between the date of liquidation and the date on which such amount would have
otherwise been due pursuant to the relevant Terminated Transactions).
  

For purposes of this Section 10.3.1, “Contract Value” means the amount of Gas remaining to be delivered or purchased
under a transaction multiplied by the Contract Price, and “Market Value” means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the market price for a similar transaction at the Delivery Point
determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting Party may consider, among other valuations,
any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas trading markets, similar sales or purchases and any other bona fide third-party offers, all adjusted for the
length of the term and differences in transportation costs. A party shall not be required to enter into a replacement transaction(s) in order to determine the Market Value. Any extension(s) of the term of a transaction to which parties are not bound
as of the Early Termination Date (including but not limited to “evergreen provisions”) shall not be considered in determining Contract Values and Market Values. For the avoidance of doubt, any option pursuant to which one party has the
right to extend the term of a transaction shall be considered in determining Contract Values and Market Values. The rate of interest used in calculating net present value shall be determined by the
Non-Defaulting Party in a commercially reasonable manner.



  

					
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Early Termination Damages Do Not Apply:
  

	 
	
10.3.1.    As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties
under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section 3.2), for
which payment has not yet been made by the party that owes such payment under this Contract.
  

	  

The parties have selected either “Other Agreement Setoffs Apply” or “Other Agreement Setoffs Do Not Apply” as
indicated on the
Base Contract.
  

	  

Other Agreement Setoffs Apply:
  

	 
	
Bilateral Setoff Option:
  

 

10.3.2    The
Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated
amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff
any Net Settlement Amount against (i) any margin or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract; and (ii) any amount(s) (including any excess cash margin or excess cash
collateral) owed or held by the party that is entitled to the Net Settlement Amount under any other agreement or arrangement between the parties.
  

Triangular Setoff Option:
  

10.3.2.    The
Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated
amount payable by one party to the other (the “Net Settlement Amount”). At its sole option, and without prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff
(i) any Net Settlement Amount against any margin or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract; (ii) any Net Settlement Amount against any amount(s) (including any excess cash
margin or excess cash collateral) owed by or to a party under any other agreement or arrangement between the parties; (iii) any Net Settlement Amount owed to the Non-Defaulting Party against any amount(s)
(including any excess cash margin or excess cash collateral) owed by the Non-Defaulting Party or its Affiliates to the Defaulting Party under any other agreement or arrangement; (iv) any Net Settlement
Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party to the Non-Defaulting Party or its Affiliates under any other
agreement or arrangement; and/or (v) any Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party or its Affiliates to the Non-Defaulting
 Party under any other agreement or arrangement.

	  

Other Agreement Setoffs Do Not Apply:
  

	  

10.3.2.    The
Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated
amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff any Net Settlement
Amount against any margin or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract.
  



10.3.3    If any
obligation that is to be included in any netting, aggregation or setoff pursuant to Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate
or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is included in any
netting, aggregation or setoff pursuant to Section 10.3.2 shall be discounted to net present value in a commercially reasonable manner determined by the Non-Defaulting Party. 

10.4.    As soon as
practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of the Net Settlement Amount, provided that failure to give such Notice shall not affect the
validity or enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting Party. The Net Settlement Amount as well as any setoffs applied against such amount
pursuant to Section 10.3.2, shall be paid by the close of business on the second Business Day following such Notice, which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount as
adjusted by setoffs, shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under “Money Rates” by The Wall Street Journal, plus two percent per
annum; or (ii) the maximum applicable lawful interest rate. 
 10.5.    The parties agree that the transactions hereunder constitute a “forward contract” within the meaning of the United States Bankruptcy Code and that Buyer and Seller are each
“forward contract merchants” within the meaning of the United States Bankruptcy Code. 

10.6.    The Non-Defaulting Party’s remedies under this Section 10 are the sole and exclusive remedies of the Non-Defaulting Party with respect to the occurrence of any Early
Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising from the Contract. 

10.7.    With respect to
this Section 10, if the parties have executed a separate netting agreement with close-out netting provisions, the terms and conditions therein shall prevail to the extent inconsistent herewith.


  

					
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 SECTION 11.     FORCE MAJEURE 
 11.1.    Except with regard to a party’s obligation to make payment(s) due under Section 7, Section 10.4, and
Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term “Force Majeure” as employed herein means any
cause not reasonably within the control of the party claiming suspension, as further defined in Section 11.2. 
 11.2.    Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God,
landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines
of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by
Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars, or acts of terror; and (v) governmental actions such as necessity for compliance with any court order,
law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the
event or occurrence once it has occurred in order to resume performance. 
 11.3.    Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the
curtailment of interruptible or secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming excuse failed to remedy the condition and to resume
the performance of such covenants or obligations with reasonable dispatch; or (iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher or more advantageous price than the Contract Price,
Buyer’s ability to purchase Gas at a lower or more advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Contract; (iv) the loss of Buyer’s
market(s) or Buyer’s inability to use or resell Gas purchased hereunder, except, in either case, as provided in Section 11.2; or (v) the loss or failure of Seller’s gas supply or depletion of reserves, except, in either case, as
provided in Section 11.2. The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges. 
 11.4.    Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other
industrial disturbances shall be within the sole discretion of the party experiencing such disturbance. 
 11.5.    The party whose performance is prevented by Force Majeure must provide Notice to the other party. Initial Notice may
be given orally; however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written Notice of Force Majeure to the other party, the affected party will be relieved
of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other
during such occurrence or event. 
 11.6.    Notwithstanding Sections 11.2 and 11.3, the parties may agree to alternative Force Majeure provisions in a Transaction Confirmation executed in writing by both parties. 

SECTION 12.     TERM 
 This Contract may be terminated on 30 Day’s written Notice, but shall remain in effect until the expiration of
the latest Delivery Period of any transaction(s). The rights of either party pursuant to Section 7.6, Section 10, Section 13, the obligations to make payment hereunder, and the obligation of either party to indemnify the other,
pursuant hereto shall survive the termination of the Base Contract or any transaction. 
 SECTION
13.     LIMITATIONS 

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND
EXCLUSIVE REMEDY. A PARTY’S LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A
TRANSACTION, A PARTY’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN
PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS
THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR
CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT
AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. 
 SECTION
14.     MARKET DISRUPTION 

If a Market Disruption Event has occurred then the parties shall negotiate in good faith to agree on a replacement price for the Floating Price (or on a
method for determining a replacement price for the Floating Price) for the affected Day, and if the parties have not so agreed on or before the second Business Day following the affected Day then the replacement price for the Floating Price shall be
determined within the next two following Business Days with each party obtaining, in good faith and from non-affiliated market participants in the relevant market, two quotes for prices of Gas for the affected
Day of a similar quality and quantity in the geographical location closest in proximity to the Delivery Point and averaging the four quotes. If either party fails to provide two quotes then the 

  

					
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average of the other party’s two quotes shall determine the replacement price for the Floating Price. “Floating Price” means the price or a factor of the price agreed to in the
transaction as being based upon a specified index. “Market Disruption Event” means, with respect to an index specified for a transaction, any of the following events: (a) the failure of the index to announce or publish information
necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading on the exchange or market acting as the index; (c) the temporary or permanent
discontinuance or unavailability of the index; (d) the temporary or permanent closing of any exchange acting as the index; or (e) both parties agree that a material change in the formula for or the method of determining the Floating Price
has occurred. For the purposes of the calculation of a replacement price for the Floating Price, all numbers shall be rounded to three decimal places. If the fourth decimal number is five or greater, then the third decimal number shall be increased
by one and if the fourth decimal number is less than five, then the third decimal number shall remain unchanged. 
 SECTION 15.
    MISCELLANEOUS 
 15.1.    This Contract shall be binding upon and inure to the benefit of the
successors, assigns, personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole
or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be unreasonably withheld or
delayed; provided, either party may (i) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest
to any parent or Affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or
discharged from any obligations hereunder. 
 15.2.    If any provision in this Contract is determined to be invalid, void or
unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract. 

15.3.    No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. 

15.4.    This Contract sets forth all understandings between the parties respecting each transaction subject hereto, and any
prior contracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by a writing executed by
both parties. 
 15.5.    The interpretation and performance of this Contract shall be governed by the laws of the
jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. 

15.6.    This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and
regulations of any governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof. 

15.7.    There is no third party beneficiary to this Contract. 

15.8.    Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform
this Contract. Each person who executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby. 

15.9.    The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part
of this Contract between the parties and shall not be used to construe or interpret the provisions of this Contract. 

15.10.    Unless the parties have elected on the Base Contract not to make this Section 15.10 applicable to this Contract,
neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the employees, lenders, royalty owners, counsel, accountants and other agents of the
party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms confidential) except (i) in order to comply with any
applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract , (iii) to the extent necessary to implement any transaction, (iv) to the extent necessary to comply with a regulatory
agency’s reporting requirements including but not limited to gas cost recovery proceedings; or (v) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall
notify the other party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this
Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The
terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction. 
 In the event
that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure,
and shall cooperate (consistent with the disclosing party’s legal obligations) with the other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party. 

15.11.    The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract or in a
Transaction Confirmation executed in writing by both parties 
 15.12.    Any original executed Base Contract, Transaction
Confirmation or other related document may be digitally copied, photocopied, or stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Transaction Confirmation, if
introduced as evidence in automated facsimile form, the recording, if introduced as evidence in its original form, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration,


  

					
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mediation or administrative proceedings will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in
documentary form. Neither Party shall object to the admissibility of the recording, the Transaction Confirmation, or the Imaged Agreement on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be
construed as a waiver of any other objection to the admissibility of such evidence. 

 

DISCLAIMER: The purposes of this Contract are to facilitate trade, avoid misunderstandings and make more definite
the terms of contracts of purchase and sale of natural gas. Further, NAESB does not mandate the use of this Contract by any party. NAESB DISCLAIMS AND EXCLUDES, AND ANY USER OF THIS CONTRACT ACKNOWLEDGES AND AGREES TO NAESB’S DISCLAIMER OF,
ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS CONTRACT OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE),
WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH USER OF THIS CONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS CONTRACT. 


  

					
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	 All Rights Reserved
	  	Page 12 of 15	  	September 5, 2006













 EXHIBIT A – Form of Transaction Confirmation 

  

					
		  	
		  	Page 13 of 15	  	













 SPECIAL PROVISIONS TO BASE CONTRACT FOR 

SALE AND PURCHASE OF NATURAL GAS (FORM NAESB Standard 6.3.1) 

BY AND BETWEEN GSF Energy, L.L.C. AND Iogen RC Fuels LP 

DATED April 1, 2021 
  

	8.2	 Delete the last sentence of Section 8.2 and replace it with the following: “EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES PROVIDED IN THIS SECTION 8.2 AND IN SECTION 15.8 AND IN ANY TRANSACTION CONFIRMATION, (A) SELLER HEREBY NEGATES ALL EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING THOSE RELATING TO
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND (B) BUYER ACKNOWLEDGES THAT IT IS RELYING ON ITS OWN JUDGMENT IN ENTERING INTO THIS BASE CONTRACT AND ANY TRANSACTION CONFIRMATION AND
IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION OF SELLER OR OF ANY AGENT OR EMPLOYEE OF SELLER.” 


  

	8.3	 Add the following sentence to the end of Section 8.3: “Neither party shall be obligated to indemnify
the other party and save such other party harmless to the extent any Claim arises out of or in connection with any intentional act, negligent act or failure to act on the part of such other party, its officers, agents, or employees.”



  

	10.1	 Section 10.1 is amended by adding the following after the second sentence thereof: “Neither party shall have
reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party hereto unless the other party is a Defaulting Party that owes payment of any money under this
Contract.” 


  

	11.2	 In the first sentence of Section 11.2, delete the word “and” immediately prior to the clause
(v) and add the following phrase to the end of the sentence: “, (vi) trade restrictions, accidents at, closing of, or restrictions upon the use of mooring facilities, docks, ports, pipelines, harbors, railroads, or other navigational or
transportation mechanisms, blockades or acts of piracy, epidemics and quarantines, (vii) disruption or breakdown of or explosions or accidents to wells, storage plants, refineries, pipelines, terminals, machinery or other facilities,
(vii) the failure of performance of any person other than the Parties to satisfy an agreement to supply, purchase, process, transport or store products, or the raw materials or energy used to manufacture product from Buyer’s or its
Affiliate’s sources of supply, whether lawful or otherwise to the extent, and only to the extent, that such failure was caused by any event that would otherwise satisfy this definition of Force Majeure, or (ix) any other cause of a similar
nature as described herein not reasonably within the control of the respective Party”.” 


  

	11.3	 Add the following phrase to the end of the first sentence of Section 11.3: “or (vi) the failure by a
Party to apply for, obtain or maintain a permit, license, or approval necessary for the performance of any obligation hereunder.” 


  

	11.5	 Section 11.5 is amended by adding the following to the end of the 2nd sentence: “but in no event more than
[***] from the occurrence giving rise to a claim of Force Majeure.” 


  

	11.7	 Add the following new Section 11.7: “In the event that the period of total suspension due to a Force Majeure
continues in excess of [***] from the date that notice of such event is given, and so long as such event is continuing, either Party, in its sole discretion, may terminate such affected transaction by written notice to the other Party, and neither
Party shall have any further liability to the other Party in respect of such transaction except for the rights and remedies previously accrued.” 


  

	12	 Delete the second sentence of Section 12 and replace it with the following: “The rights of either
party pursuant to: (i) Section 7.6, (ii) Section 10, (iii) Section 13, (iv) Section 14.10, (v) Waiver of Jury Trial provisions (if applicable), (vi) Arbitration provisions (if applicable), (vii) the obligation to make
payment hereunder, and (viii) the obligation of either party to indemnify the other pursuant hereto, shall survive the termination of the Base Contract or any transaction.” 



 

	15.10	 Add the following new sentence to the end of the first paragraph of Section 15.10: “With respect to financial
statements provided in connection with the Contract, the parties shall keep such financial statements confidential for a period of three (3) years following the date such financial statements were provided to a party. Notwithstanding anything
to the contrary, (a) with the consent sent of the other party (not to be unreasonably withheld),each party may provide such information to the financing parties, to rating agencies, to persons to which offering statements or other disclosure
documents associated with the private or public offering of debt securities by or on behalf of such party are provided, to financial institutions and other persons providing or expressing interest in providing debt financing or refinancing, lease
financing and/or credit support in connection with such party’s operations, and to persons that are potential equity participants or transferees or purchasers of such party, provided that such person executes a confidentiality agreement
limiting further disclosure and use of such information substantially consistent with the obligations under the confidentiality agreements to which the parties (or their Affiliates) are bound (the “Confidentiality Obligations”) , and
(b) each party may provide such information to its board members and equity owners consistent with its internal governance practices, subject to the Confidentiality Obligations. For the purposes of this section, an Affiliate shall not be
considered a third party, provided that such Affiliate agrees to be bound by the Confidentiality Obligations. Each party shall be responsible for compliance with the Confidentiality Obligations by each person to whom such party discloses any
confidential information of the other party.” 


  

	15.13	 Add the following new Section 15.13: “Each party agrees and acknowledges that neither party is a
“utility” as such term is used in the United States Bankruptcy Code (including 11 U.S.C. § 366) nor a provider of last resort, and each party agrees 



  

					
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	  	Page 14 of 15	  	September 5, 2006














	 	 
to waive and not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such party is a debtor.” 



 

	15.14	 Add the following new Section 15.14: 



“Special Entity Status. Each party represents and warrants that it (and to the extent a party has members, each member) is
not: 
 (i) a federal agency; 

(ii) a State, State agency, city, county, municipality, or other political subdivision of a State, or any instrumentality, department, or
a corporation of or established by a State or political subdivision of a State; 
 (iii) an employee benefit plan subject to Title I of
the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002); 
 (iv) a governmental plan, as defined in Section 3 of the
Employee Retirement Income Security Act of 1974; 
 (v) an endowment, including an endowment that is an organization described in
Section 501(c)(3) of the Internal Revenue Code of 1986; or 
 (vi) a “special entity” as defined in
Section 4s(h)(2)(C) of the U.S. Commodity Exchange Act and the U.S. Commodity Futures Trading Commission Regulation 23.401(c).” 
  

	15.15	 Add the following new Section 15.15: 



“Counterparts. This Contract, including any Transaction Confirmations, may be executed in as many counterparts as are
necessary and all executed counterparts together shall constitute one and the same agreement. The electronic transmission of a signed original counterpart of this Contract and transmission, or re-transmission,
of an electronically- signed counterpart shall be deemed to be the same as delivery of a signed original counterpart of this Contract. At the request of either party, the parties will confirm an electronically signed or transmitted counterpart by
signing an original counterpart for delivery between them by mail or courier service; provided, however, a party’s failure to so confirm such a counterpart shall not affect the validity and enforceability of this Contract. This
Contract shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the manner in which this Contract was negotiated, prepared, drafted or
executed.” 
  

	15.16	 Add the following new Section 15.16: 



“EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO THIS CONTRACT.” 
  

	15.17	 Add the following new Section 15.17: 



“Jurisdiction. This Contract, including any Transaction Confirmations, shall be governed by and construed in accordance with
the laws of the State of New York without reference to its choice of law doctrine, but without prejudice to the provisions of § 5-1401 of the General Obligations Law of the State of New York. The Parties
hereby submit to the exclusive jurisdiction of any federal court of competent jurisdiction, or, if any federal court declines to exercise or does not have jurisdiction, in any New York state court situated in New York City, Borough of Manhattan, and
to service of process by certified mail delivered to the Party at its last designated address. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.”


  

					
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	  	Page 15 of 15	  	September 5, 2006