BIODIESEL TOLL
PRODUCTION AGREEMENT


 


THIS BIODIESEL TOLL
PRODUCTION AGREEMENT (this “Agreement”) is made and entered into as of the 21st day of March, 2012
(the “Effective Date”), by and between BEACON ENERGY (TEXAS) CORP., a Delaware corporation whose principal place
of business is located at 3102 Windmill Road, Cleburne, Texas 76033 (“Beacon”), and DELEK RENEWABLES, LLC, a
Delaware limited liability company whose principal place of business is located at 7102 Commerce Way, Brentwood, Tennessee 37027
(“Owner”).


 


WITNESSETH:


 


WHEREAS, Beacon owns
and operates a biodiesel production facility at 3102 Windmill Road, Cleburne, Texas 76033 (the “Facility”) at
which Beacon converts certain feedstock into biodiesel fuels and by-products; and


 


WHEREAS, Owner and
Beacon have agreed to a limited term arrangement involving the production of biodiesel at the Facility by Beacon, using feedstock
purchased and owned by Owner; and


 


WHEREAS, Owner will
own, blend, market, sell and/or consume such biodiesel; and


 


WHEREAS, as part of
such arrangement, Beacon will assist Owner with certain logistics regarding the feedstock used at the Facility during the term
of this Agreement; and


 


WHEREAS, Beacon will
use the Facility solely to produce biodiesel for Owner during the term of this Agreement; and


 


WHEREAS, Beacon will
cause such biodiesel to be transported to the refinery in Tyler, Texas operated by Delek Refining Ltd., an Affiliate of Owner,
and other locations designated by Owner using third party carriers approved by Owner; and


 


WHEREAS, Beacon and
Owner intend that the administration of this Agreement and Beacon’s conversion and processing of feedstock and production
of biodiesel pursuant to this Agreement (including, without limitation, the scheduling, ordering, shipping, storage, testing and
quality control assessments of such feedstock and biodiesel) will be facilitated through frequent consultation and communication
between Owner and Beacon, consistent with their respective rights and responsibilities under this Agreement.


 


NOW, THEREFORE, for
the covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Beacon and Owner agree as follows:


 


ARTICLE I

DEFINITIONS AND CONSTRUCTION


 


1.1          Definitions.
As used in this Agreement, the following terms shall have the meanings ascribed to them:


 


“Actual Biodiesel
Mass” shall mean, with respect to any portion of Owner’s Product, the product obtained by multiplying (i) the Biodiesel
Mass Conversion Factor for such portion of Owner’s Product by (ii) the gallonage of such portion of Owner’s Product.
The gallonage of any portion of Owner’s Product shall be determined in accordance with Section 3.3(b).


 


[**] Certain information
in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portions.



    	 



    	 



    

 


“Affiliate”
shall mean, with respect to any party, any person or entity that, directly or indirectly, controls, is controlled by or is under
common control with such party. For the purposes of this Agreement, the term “control” (including, with correlative
meaning, the terms “controlled by” and “under common control with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting
securities by contract or otherwise.


 


“Anticipated
Biodiesel Gallonage” shall mean, with respect to any month, the amount obtained by multiplying (i) the Anticipated Gallons
Conversion Factor, by (ii) the quotient obtained by dividing the weight (in pounds) of the Owner’s Feedstock used by Beacon
to produce Owner’s Product during such month by 7.5. If more than one (1) feedstock blend is used to produce Owner’s
Product during any month, then the “Anticipated Biodiesel Gallonage” for such month shall be determined by separately
calculating the Anticipated Biodiesel Gallonage for each feedstock blend used during such Production Period and aggregating the
resulting amounts. The Anticipated Biodiesel Gallonage is the number of gallons of biodiesel that is expected to be produced by
Beacon during each month based on the amount of feedstock that Beacon utilized during such month. By way of illustration (and without
limiting the generality of the foregoing), if Beacon uses 2,800,000 pounds of “Feedstock Blend A” and 3,200,000 pounds
of “Feedstock Blend B” to produce Owner’s Product during a month and the Anticipated Gallons Conversion Factor
for Feedstock Blend A is 90% and the Anticipated Gallons Conversion Factor for Feedstock Blend B is 91.2%, then the Anticipated
Biodiesel Gallonage for such Production Period is 725,120.


 


“Anticipated
Biodiesel Mass” shall mean, with respect to any period, the aggregate amount obtained by multiplying the weight (in pounds)
of each type of Owner’s Feedstock used during such period by the applicable Anticipated Mass Conversion Factor for such type
of Owner’s Feedstock, and then adding the resulting sums together.


 


“Anticipated
Gallons Conversion Factor” shall mean [**]; except if Owner and Beacon agree to utilize an Alternative Feedstock Blend
to produce any of Owner’s Product, then Owner and Beacon shall modify the Anticipated Gallons Conversion Factor for the Owner’s
Product produced with such Alternative Feedstock Blend (if necessary) in accordance with Section 4.2.


 


“Anticipated
Mass Conversion Factor” shall mean (i) [**] with respect to any type of soy bean oil, and (ii) [**] with respect to all
other types of feedstocks.


 


“Applicable
Law” shall mean all applicable statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, approvals,
concessions, grants, franchises, licenses, directives, rulings, guidelines, policies, requirements, decisions and determinations
of any federal, state or local governmental authority and all applicable common laws, in each case as amended, modified, supplemented,
interpreted or administered from time to time.


 


“ASTM”
shall mean the American Society of Testing Materials or any successor thereto.


 


“Average Monthly
Benchmark Biodiesel Price” shall mean, with respect to any month during the Term, the average of all the Daily Rack
Prices published during such month. 


 


[**] Certain information
in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has
been requested with respect to the omitted portions.



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“Average Monthly
Biodiesel Gallon Cost” shall mean, with respect to any month during the Term, the sum of (i) Owner’s Monthly Feedstock
Cost Per Biodiesel Gallon for such month, plus (ii) the average Toll Fee (per gallon) paid by Owner with respect to the Qualifying
Biodiesel Batches Delivered during such Month.


 


“Base Rate”
shall mean, for each date during the period in question, the prime rate (per annum) published in The Wall Street Journal
for such date in its “Money Rates section, plus two percent (2.00%); provided, however, the Base Rate shall never exceed
the maximum rate allowed by Applicable Law.


 


“Biodiesel Business
Taxes” shall mean, except for Pass-Through Taxes and Owner’s Feedstock Taxes, (i) any and all taxes based on or
measured by Beacon’s income, capital, net worth, net profits or gross receipts, (ii) any and all franchise, excise, privilege,
real property, personal property, ad valorem, indebtedness, inheritance, transfer, business and other taxes levied or assessed
against Beacon, the Facility or any of Beacon’s other assets or operations, and (iii) any and all assessments (general or
special, public or private) levied or assessed against Beacon, the Facility or any of Beacon’s other assets or operations.


 


“Biodiesel Mass
Conversion Factor” shall mean, with respect to any portion of Owner’s Product, the product obtained by multiplying
the specific gravity of such portion of Owner’s Product by 8.3378. The specific gravity of each portion of Owner’s
Product shall be determined in accordance with the requirements of Section 3.1(f) below.


 


“Bio-Energy
Program Payments” shall mean payments under the Advanced BioFuel Producer Program administered by the USDA Rural Development,
Rural Business – Cooperative Service and established under Title IX, Section 9005 of the Farm Security and Rural Investment
Act, as amended.


 


“Blender’s
Tax Credit” shall mean any tax credit available under Section 40A(b)(1) of the Internal Revenue Code of 1986 in connection
with the mixing of biodiesel with diesel fuel and the sale or use of the resulting product, as the same is extended, amended, modified
or supplemented. Owner and Beacon acknowledge that the Blender’s Tax Credit has expired and is not currently in effect.


 


“BQ-9000 Program”
shall mean the BQ-9000 program of the National Biodiesel Accreditation Program, as amended, modified, supplemented, interpreted
and administered, from time to time, and any successor program thereto, including, without limitation, all requirements that must
be satisfied for a company to qualify as a BQ-9000 producer.


 


“Calendar Week”
shall mean the period beginning at 12:00:01 A.M. (Central time) on a Monday and continuing through and including 11:59:59 P.M.
(Central time) on the immediately following Sunday.


 


“Certificate
of Analysis” shall mean a properly completed certificate of analysis, in the form attached hereto as Exhibit A,
signed by Beacon.


 


“Confidential
Information” shall mean, except as otherwise expressly provided herein, (i) the terms of this Agreement; (ii) any income
and expense statements, budgets, sales volume, prices and valuations related to the Facility or Owner’s Product that are
provided to Owner by Beacon, or provided to Beacon by Owner, during the Term; (iii) any customer information, business plans, marketing
information, business strategies, sales records, revenue figures, cost information, environmental information, financial information
and trade secrets provided to Owner by Beacon or Beacon by Owner during the Term; and (iv) any other proprietary information that
Owner or Beacon, as applicable, marks “Confidential” (in bold and all caps) on its first (1st) page at the
time it delivers the same to the other party.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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Confidential Information
shall not include: (i) any information that is or becomes available to the general public through means other than disclosure by
Owner or Beacon in breach of this Agreement, (ii) any information that was known or otherwise available to Owner or Beacon prior
to the disclosure of such information by the other party or its Affiliates, excluding any information provided by a third party
in breach of a confidentiality, non-disclosure or other agreement, (iii) information disclosed by a third party (other than an
Affiliate of Owner or Beacon, as applicable) to Owner or Beacon if such third party’s disclosure was not in breach of a confidentiality,
non-disclosure or other agreement, (iv) information that a party can demonstrate was independently developed by it, without the
use of reliance upon or any information supplied by or on behalf of the other party, and (v) information required to be disclosed
under Applicable Law or by any governmental authority.


 


“Daily Rack
Price” shall mean the average rack price (per gallon) of B100 (SME) with RIN for the U.S. Gulf Coast published by OPIS
for any calendar day; provided if OPIS ceases to publish such average rack price, then Owner and Beacon shall endeavor to agree
(in writing) upon another published price that reasonably reflects the daily market price of a gallon of B100, with its associated
RIN(s) attached, in the Dallas, Texas area and substitute the same as the Daily Rack Price. If OPIS ceases to publish such average
rack price and Owner and Beacon cannot agree (in writing) upon a substitute for the same, then Owner may terminate this Agreement
by giving written notice to Beacon.


 


“Delivered”
shall mean, with respect to any Qualifying Biodiesel, the actual time such Qualifying Biodiesel crosses the first flange at the
applicable Delivery Point; provided, if Owner takes delivery of any Qualifying Biodiesel at the Facility, the same shall be “Delivered”
at the actual time it is placed in the Transportation Vessel that Owner is using to transport the same from the Facility.


 


“Delivery Point”
shall mean the Tyler Refinery, except if Owner instructs Beacon (in writing) to deliver any portion of Owner’s Product to
another location, then such location shall be the “Delivery Point” with respect to such portion of Owner’s Product.


 


“Environmental
and Safety Requirements” shall mean all Applicable Laws concerning public health and safety, worker health and
safety, and the protection of the environment, including, without limitation, all Applicable Laws relating to the presence, use,
production, generation, handling, transport, treatment, storage, disposal, distribution, labeling, testing, processing, discharge,
release, threatened release, control or cleanup of any Hazardous Materials.


 


“EPA”
shall mean the United States Environmental Protection Agency or any successor thereto.


 


“EPA Temperature
Conversion Formula” shall mean the EPA’s formula for standardization of biodiesel volume set forth in 40 C.F.R
§80.1426 (f)(8)(ii), as amended, modified, supplemented, interpreted or administered from
time to time.


 


“Event of Force
Majeure” shall have the meaning provided in Section 12.1.


 


“Excess Feedstock
Loss” shall mean, with respect to the period in question, the amount, if any, by which (i) the Anticipated Biodiesel
Mass for such period, exceeds (ii) the Actual Biodiesel Mass of the portion of Owner’s Product produced by Beacon during
such period. If Actual Biodiesel Mass equals or exceeds the Anticipated Biodiesel Mass, then Excess Feedstock Loss will be zero
(0).


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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“Existing Biodiesel
Toll Production Agreement” shall mean the Biodiesel Toll Production Agreement between Delek Marketing & Supply, L.P.,
an Affiliate of Owner, and Beacon, dated November 1, 2011, as amended by that certain First Amendment to Toll Production Agreement,
dated January 25, 2012, and as further amended by that certain Second Amendment to Toll Production Agreement, dated March 1, 2012.


 


“Glycerin Co-Product”
shall mean crude glycerol which is produced as a by-product of the conversion and processing of Owner’s Feedstock into the
Owner’s Product at the Facility.


 


“Hazardous
Materials” shall mean any and all hazardous or toxic substances, materials, wastes, pollutants and contaminants that
are listed, defined, or regulated under any Applicable Law pertaining to the health, safety or the environment, including, but
not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.A. §§ 9601 to 9675,
the Hazardous Materials Transportation Authorization Act of 1994, 49 U.S.C.A. § 5101 et seq., the Resource Conservation and
Recovery Act, 42 U.S.C.A. §§ 6921 to 6939e, the Federal Water Pollution Control Act, 33 U.S.C.A. §§ 1251 to
1387, the Clean Air Act, 42 U.S.C.A. §§ 7401 to 7671q, the Emergency Planning and Community Right To Know Act, 42 U.S.C.A.
§§ 11001 to 11050, the Toxic Substances Control Act, 15 U.S.C.A. §§ 2601 to 2692, the Solid Waste Disposal
Act, 42 U.S.C.A. §§ 6901 to 6992k, the Oil Pollution Act, 33 U.S.C.A. §§ 2701 to 2761, and the environmental
laws of the State of Texas, as the same may be amended. Without limiting the generality of the foregoing, “Hazardous Materials”
shall specifically include (i) “hazardous wastes,” “solid wastes” (excluding office, household or similar
solid wastes), “hazardous substances,” “toxic substances,” “pollutants,” “contaminants”
and other similar identified designations in any Applicable Law for the protection of health, safety or the environment, and (ii)
polychlorinated biphenyl, asbestos, radon, urea formaldehyde, petroleum products, petroleum derived constituents (such as, without
limitation, gasoline, diesel fuel, oil and hydrocarbons), and biodiesel.


 


“Incentives”
shall mean any and all tax credits, grants, awards, payments, tax abatements and other incentives made available by any federal,
state or local governmental or quasi-governmental authority, which belong to or benefit the owner, producer, distributor, seller,
manufacturer, supplier or blender of Owner’s Product, or for which the owner, producer, distributor, seller, manufacturer,
supplier or blender of Owner’s Product may be eligible, including, but not limited to, (i) any Bio-Energy Program Payments,
(ii) the Blender’s Tax Credit, and (iii) any credits available pursuant to the Producers Tax Credit created by the Energy
Tax Incentives Act of 2005 or Section 40A of the Internal Revenue Code, as the same are extended, amended, modified or supplemented.


 


“Late Gallons”
shall mean, with respect to any Production Period, (i) the total gallonage of all Qualifying Biodiesel that was supposed to have
been delivered by Beacon to Owner under the Production & Delivery Schedule during such Production Period as of the time in
question, less (ii) the total gallonage of all Qualifying Biodiesel that Beacon has actually Delivered to Owner during such Production
Period as of the time in question.


 


“Lender Agreements”
shall mean (i) the Lien and Access Agreement between Delek Marketing & Supply, L.P., Beacon and Fifth Third Bank, as Administrative
Agent, dated November 1, 2011, as amended, and (ii) any other agreements entered into by Beacon that grant access or other rights
with respect to Owner’s Feedstock, Owner’s Work-In-Process, Owner’s Product, the Facility or related records
to any lender(s) of Owner.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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“Losses”
shall mean any and all damages, penalties, fines, assessments, charges, costs, liabilities, obligations, taxes, losses, judgments,
awards, expenses and fees, including, without limitation, costs of investigation, court costs, costs of defense, and reasonable
fees of attorneys, accountants and other professional advisors and experts.


 


“Owner’s
Ending Feedstock Inventory” shall mean (i) all of Owner’s Feedstock located at the Facility at the expiration or
earlier termination of this Agreement, excluding Owner’s Work-In-Process, and (ii) all of the Owner’s Feedstock on
order or in transit to the Facility at the expiration or earlier termination of this Agreement.


 


“Owner’s
Feedstock” shall mean the feedstock supplied by Owner that is acquired for purposes of this Agreement in accordance with
ARTICLE IV and is not Owner’s Work-In-Process or Owner’s Product.


 


“Owner’s
Feedstock Cost” shall mean, with respect to any portion of Owner’s Feedstock, the actual amount that Owner paid
to acquire the same, including, without limitation, taxes, insurance costs and transportation costs. For purposes of this Agreement,
the Owner’s Feedstock Cost shall be calculated on a first in, first out basis for each type of feedstock forming a part of
Owner’s Feedstock.


 


“Owner’s
Feedstock Taxes” shall mean all sales taxes due in connection with the purchase of Owner’s Feedstock by Owner and
all governmental taxes, charges and exactions required to be paid by Owner to transport Owner’s Feedstock to the Facility.


 


“Owner’s
Monthly Feedstock Cost Per Biodiesel Gallon” shall mean, with respect to any month during the Term, the quotient obtained
by dividing (i) Owner’s Feedstock Cost for the portion of Owner’s Feedstock used by Beacon to produce Owner’s
Product during such month, divided by (ii) the Anticipated Biodiesel Gallonage for such month.


 


“Owner’s
Product” shall mean biodiesel (B100) produced by Beacon at the Facility using Owner’s Feedstock, but not Glycerin
Co-Product or Waste.


 


“Owner’s
Work-In-Process” shall mean any portion of Owner’s Feedstock that is in the process of being converted to biodiesel
at the Facility, but has not yet become Owner’s Product, Glycerin Co-Product or Waste.


 


“Passthrough
Tax” shall mean any sale or use tax levied against any of Owner’s Product or a seller of any of Owner’s Product
that is to be ultimately collected from the final user or consumer of the same (as opposed to a reseller).


 


“Production
& Delivery Schedule” shall mean, with respect to each Production Period during the Term, the schedule for production
and delivery of Qualifying Biodiesel during such Production Period established in accordance with Section 3.1(b),
as the same is modified pursuant to Section 5.1(c), Section 12.1 or any written agreement between Beacon
and Owner. The Production & Delivery Schedule for the first (1st) Production Period during the Term is attached
hereto as Exhibit B.


 


“Production
Period” shall mean each successive three (3) calendar month period during Term. By way of illustration, the first (1st)
Production Period will commence on April 1, 2012 and end on June 30, 2012, the second (2nd) Production Period will commence
on July 1, 2012 and end on September 30, 2012, and so forth.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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“Qualifying
Biodiesel” shall mean Owner’s Product that meets or exceeds the applicable Qualifying Biodiesel & Feedstock
Standards.


 


“Qualifying
Biodiesel Batch” shall mean each load of Qualifying Biodiesel that is Delivered by Beacon. Owner and Beacon anticipate
that Owner’s Product will be delivered by Beacon using a Transportation Vessel and that each Qualifying Biodiesel Batch will
equal a rail car or tank truck load (or fraction thereof).


 


“Qualifying
Biodiesel & Feedstock Standards” shall mean the standards, requirements and specifications set forth on Exhibit
C, as the same may be modified in accordance with Section 4.2.


 


“RIN”
shall mean a Renewable Identification Number that complies with the rules and regulations relating to the Renewable Fuel Standards
Program of the Environmental Protection Agency.


 


“Term”
shall have the meaning set forth in Section 2.1 below.


 


“Texas Producer’s
Biodiesel Grants” shall mean any grants available under Section 16.01, et. seq. of the Texas Agriculture Code in connection
with the production of biodiesel, as the same is extended, amended, modified or supplemented. Owner and Beacon acknowledge that
the program for the Texas Producer’s Biodiesel Grants has expired and the Texas Producer’s Biodiesel Grants are not
currently in available.


 


“Toll Fee”
shall mean, with respect to each Qualifying Biodiesel Batch, the product obtained by multiplying (i) [**], plus the Transportation
Charge for such Qualifying Biodiesel Batch (per gallon), by (ii) the gallonage of such Qualifying Biodiesel Batch.


 


“Transportation
Charge” shall mean, with respect to each Qualifying Biodiesel Batch, the actual amount charged to Beacon by the third
party carrier to transport such Qualifying Biodiesel Batch to its Delivery Point, calculated on a per gallon basis; provided, however,
the Transportation Charge will be zero (0) if Owner elects to take delivery of such Qualifying Biodiesel Batch at the Facility.
The Transportation Charge for a Qualifying Biodiesel Batch shall be determined in accordance with Section 5.2(c)
below.


 


“Transport Vessel”
shall mean a railcar or tank truck.


 


“Tyler Refinery”
shall mean the refinery in Tyler, Texas operated by Delek Refining Ltd., an Affiliate Owner.


 


“Waste”
shall mean all material, except for Owner’s Feedstock, Owner’s Work-In Process and Owner’s Product resulting
from the operation of the Facility and the services and activities provided by Beacon pursuant to this Agreement, including, without
limitation, Glycerin Co-Products, by-products, impurities and materials generated during the transportation, storage and handling
of Owner’s Feedstock at the Facility or the conversion and production at the Facility of Owner’s Feedstock into Owner’s
Product.


 


1.2          Interpretation.
For purposes of this Agreement:


 


(i)          the
singular includes the plural and vice versa, the masculine includes the feminine and vice versa, and references to natural persons
include (without limitation) corporate bodies, partnerships and other entities and vice versa;


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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(ii)         any
reference to an Article, Section, Clause, Schedule, Exhibit, Appendix, Annex or Attachment, unless otherwise specifically provided
herein, shall be refer to an Article, Section, Clause, Schedule, Exhibit, Appendix, Annex or Attachment of this Agreement;


 


(iii)        each
reference in this Agreement to “the Agreement” or “this Agreement” shall, unless otherwise specifically
provided herein, be construed to include the Preamble and each Article, Section, Clause, Schedule, Exhibit, Appendix, Annex and
Attachment of this Agreement;


 


(iv)        the
headings of this Agreement are for ease of reference only and shall not affect its construction or interpretation;


 


(v)         the
words “include,” “includes” and “including” shall be construed as if they are followed by the
phrase “without limitation;”


 


(vi)        all
references to currency shall be construed to mean the currency of the United States of America, except to the extent this Agreement
expressly provides otherwise;


 


(vii)       any
word, phrase or expression that is not defined in this Agreement and that has a generally accepted meaning in the custom and usage
of the biodiesel industry shall have that meaning in this Agreement; and


 


(viii)      this
Agreement shall be construed according to its plain meaning and shall be construed as the product of negotiations at arms’
length between equally sophisticated business persons advised by counsel, and this Agreement shall not be construed or interpreted
against the party who provided and drafted it. 


 


ARTICLE II

CONTRACT TERM


 


2.1          Contract
Term. The term of this Agreement (the “Term”) shall (i) commence on April 1, 2012 and (ii) expire at 11:59
p.m. on March 31, 2014, unless this Agreement is earlier terminated or extended in accordance with the express terms hereof or
a written agreement executed by Owner and Beacon.


 


2.2          Survival
of Rights. Unless otherwise expressly provided for in this Agreement, any termination or expiration of this Agreement shall
be without prejudice to any rights, remedies, obligations and liabilities which may have accrued to Beacon or Owner pursuant to
this Agreement, which shall survive such termination or expiration hereof.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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ARTICLE III

BIODIESEL TOLL CONVERSION AND PROCESSING


 


3.1          Exclusive
Conversion and Processing.


 


(a)          Subject
to and in accordance with the terms of this Agreement, Beacon shall: (i) receive all of Owner’s Feedstock at the Facility;
(ii) convert and process Owner’s Feedstock at the Facility into Qualifying Biodiesel; and (iii) deliver Qualifying Biodiesel
to the applicable Delivery Point in accordance with the Production & Delivery Schedule. During the Term, Beacon shall dedicate
and use the entire biodiesel fuel conversion and production capacity of the Facility for the conversion of Owner’s Feedstock
and production of Owner’s Product. Unless Owner expressly agrees otherwise, in writing, during the Term: (i) Beacon shall
not provide or permit feedstock conversion, biodiesel production or any related activities at the Facility for the benefit of any
person or entity other than Owner; (ii) Beacon shall not make use of, or permit the use of, the Facility to convert feedstock or
produce biodiesel for its own benefit, use or sale, except for the production of Glycerin Co-Product; (iii) the Facility’s
feedstock conversion capability and production capacity shall be exclusively dedicated to Beacon’s performance of its obligations
under this Agreement and shall be for the sole benefit of Owner, except all Glycerin Co-Product shall belong to Beacon. Beacon
shall produce Owner’s Product in lots, and Beacon shall track the portion of Owner’s Feedstock used to produce each
lot of Owner’s Product. It is anticipated that such lots will be approximately 30,000 gallons of Owner’s Product. Beacon
shall keep reliable records of each lot of Owner’s Product and the portion of Owner’s Feedstock used to produce each
lot of Owner’s Product (including, but not limited to, the test results related to the same) for a period of twelve (12)
months after the expiration or earlier termination of the Term, except Beacon shall only be required to maintain samples of Owner’s
Product for a period of six (6) months. Beacon shall provide Owner with written notice of its intention to dispose of any such
samples and allow Owner an opportunity to take possession of such samples within seven (7) days of such notice prior to any such
disposition.


 


(b)          The
Production & Delivery Schedule for the first (1st) Production Period is attached hereto as Exhibit B. At least forty
(45) days prior to the start of the second (2nd) Production Period and each subsequent Production Period, Owner shall
furnish Beacon with the Production & Delivery Schedule for such Production Period. Unless Beacon agrees otherwise, in writing,
Owner’s Production & Delivery Schedule for each Production Period shall: (i) provide for Beacon to produce and deliver
at least [**] gallons of Qualifying Biodiesel to Owner during each calendar month within such Production Period, which amount shall
be prorated for any partial calendar month and shall be subject to the terms of Section 5.1(c) below; (ii) require
Beacon to produce no more than [**] gallons of Qualifying Biodiesel on any day during such Production Period, (iii) not provide
for Beacon to deliver any Qualifying Biodiesel Batch containing less [**] gallons during such Production Period; (iv) not require
Beacon to deliver more than [**] gallons of Qualifying Biodiesel on any day during such Production Period; (v) not require to operation
of the Facility on New Year’s Day, Christmas, Thanksgiving, Memorial Day, July 4th or the Labor Day; and (vi)
provide for two (2) days per month when the Facility is idle so that Owner may perform necessary maintenance and repairs thereto.
Owner’s Production & Delivery Schedule for each Production Period shall be binding on Owner and Beacon, except if Beacon
notifies Owner, in writing, that any such Production & Delivery Schedule violates the terms of this section within ten (10)
days after Beacon first receives such Production & Delivery Schedule, Owner shall revise such Production & Delivery Schedule
so the same complies with this section.


 


(c)          Owner
shall have sole title to Owner’s Feedstock, Owner’s Work-In-Process and Owner’s Product at all times, free and
clear of all mechanic’s, materialmen’s, processor’s, supplier’s, hauler’s and other liens and all
claims and charges benefitting Beacon or any of its agents, employees, contractors or representatives (collectively “Producer’s
Liens”). TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (i) BEACON HEREBY EXPRESSLY WAIVES AND RELEASES ANY AND
ALL PRODUCER’S LIENS THAT ARE OR MAY BE AVAILABLE TO BEACON WITH RESPECT TO OWNER’S FEEDSTOCK, OWNER’S WORK-IN-PROCESS
AND OWNER’S PRODUCT, AND (ii) BEACON SHALL CAUSE ITS AGENTS, CONTRACTORS AND REPRESENTATIVES TO WAIVE AND RELEASE ANY AND
ALL PRODUCER’S LIENS THAT ARE OR MAY BE AVAILABLE TO SUCH AGENTS, CONTRACTORS AND REPRESENTATIVES WITH RESPECT TO OWNER’S
FEEDSTOCK, OWNER’S WORK-IN-PROCESS AND OWNER’S PRODUCT.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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(d)          Beacon
represents, warrants and covenants that all of the biodiesel produced and delivered by Beacon to Owner pursuant to this Agreement
will meet or exceed the Qualifying Biodiesel & Feedstock Standards. In addition, Beacon shall use commercially reasonable efforts
to avoid Excess Feedstock Loss. Within ten (10) days after the end of each Production Period, Owner and Beacon shall review Beacon’s
books and records and use reasonable efforts to determine whether there has been any Excess Feedstock Loss during such Production
Period. If Owner and Beacon determine there has been Excess Feedstock Loss during a Production Period, then Beacon shall make an
estimated payment (the “Estimated Excess Feedstock Loss Payment”) to Owner equal the product obtained by multiplying
(i) the Excess Feedstock Loss during such Production Period, by (ii) the quotient obtained by dividing Owner’s Feedstock
Costs for the portion of Owner’s Feedstock used during such Production Period by the weight (in pounds) of such portion of
Owner’s Feedstock. [**]. If there is any Excess Feedstock Loss or Beacon believes there will be Excess Feedstock Loss during
any period, Beacon will so notify the Owner, in writing, and the parties will discuss steps to reduce or eliminate future Excess
Feedstock Loss. Beacon shall maintain all records and obtain all data required to calculate the Excess Feedstock Loss during each
month during the Term.


 


(e)          In
accordance with Beacon’s current practices at the Facility and any applicable requirements of the BQ-9000 Program, Beacon
shall test and sample Owner’s Feedstock and Owner’s Product at the Facility to determine whether the same is suitable
and complies with the terms of this Agreement. Beacon shall test (i) any portion of the Owner’s Feedstock delivered by truck
at the time the same is received at the Facility, and (ii) any portion of Owner’s Feedstock delivered by rail car prior to
the date demurrage charges will begin to accrue with respect thereto. In addition, Bacon shall perform any additional testing of
Owner’s Feedstock and Owner’s Product requested by Owner; provided Owner shall reimburse Beacon for the reasonable
cost of such additional testing. Beacon shall retain the test results and samples of Owner’s Feedstock and Owner’s
Product to the extent required by Applicable Law, BQ-9000 and this Agreement. At Owner’s request, Beacon will cause the Owner’s
Feedstock, Owner’s Work-In-Process and/or Owner’s Product to be sampled and tested by Intertek Caleb Brett or another
independent laboratory to the extent required by Owner; provided, however, Owner shall be responsible for paying the cost of such
sampling and testing unless the same reveals that Beacon is in default under this Agreement or has provided materially incorrect
information to Owner pursuant hereto. Without limiting the generality of the foregoing, any information that incorrectly indicates
compliance with the Qualifying Biodiesel & Feedstock Standards shall be deemed materially incorrect for purposes of this Agreement.


 


(f)          Beacon
shall supply and be solely responsible for all storage facilities, labor, laboratory facilities, manufacturing facilities, testing
services, quality assurance processes, auxiliary and technical servicing, insurance, chemical inputs, utilities, equipment, machinery,
vehicles and services necessary or advisable in connection with: (i) the unloading, handling, storage and processing of Owner’s
Feedstock in accordance with the terms of this Agreement; (ii) the conversion and processing of Owner’s Feedstock into biodiesel
that satisfies the Qualifying Biodiesel & Feedstock Standards and the other terms of this Agreement; (iii) the handling, storage,
processing and delivery of Owner’s Product to the applicable Delivery Point; and (iv) the disposal of Waste generated by
or resulting from the production of Owner’s Product, including, without limitation, Glycerin Co-Product. Beacon shall operate
the Facility and fulfill its obligations under this Agreement in a manner that complies with Applicable Law. In addition, Beacon
shall use commercially reasonable efforts to convert and process the Owner’s Feedstock at the Facility into Owner’s
Product in safe manner and in accordance with OSHA standards. Without limiting the generality of the foregoing, Beacon agrees to
operate, maintain, repair and manage the Facility in a manner that complies with the BQ-9000 Program during the Term. Beacon shall
cause the Facility to remain a certified BQ-9000 producer during the Term.


 


Beacon shall perform
all testing required to properly complete a Certificate of Analysis for each Qualifying Biodiesel Batch. Without limiting the generality
of the foregoing, the Certificate of Analysis for each Qualifying Biodiesel Batch shall set forth the specific gravity of such
Qualifying Biodiesel, which shall be determined by an independent laboratory, who is reasonably acceptable Owner, in compliance
with ASTM B1298 (as amended, modified, supplemented, interpreted or administered by ASTM from time to time) and the BQ-9000 Program.
At the time, or immediately prior to the time, that each Qualifying Biodiesel Batch is Delivered, Beacon shall furnish Owner with
the following documents:


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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(i)          A
properly completed Certificate of Analysis for such Qualifying Biodiesel Batch that has been duly executed by Beacon;


 


(ii)         Evidence
that a minimum of 1.5 RINs per gallon have been properly assigned and attached to such Qualifying Biodiesel Batch in accordance
with Applicable Law, including, but not limited to, all rules and regulations of the EPA;


 


(iii)        All
documentation required to ensure that Owner is the lawful owner and holder of all RINs assigned to such Qualifying Biodiesel Batch;


 


(iv)        A
Bill of Lading, in form and substance reasonably acceptable to Owner; and


 


(v)         A
Producers Certificate of Biodiesel, in a form reasonably acceptable to Owner, that is sufficient to allow Owner to qualify for
and obtain any and all Incentives that are or may be available with respect to such Qualifying Biodiesel Batch.


 


(g)          Within
one (1) business day after each Qualifying Biodiesel Batch is Delivered, Beacon shall furnish Owner with a written invoice setting
forth (i) the gallonage and temperature of such Qualifying Biodiesel Batch at the time the same was delivered, determined in compliance
with Section 3.3, and (ii) the Toll Fee due and payable for such Qualifying Biodiesel Batch (an “Invoice”).


 


(h)          Beacon
shall be responsible for disposing of all Wastes in compliance with Applicable Law, and Beacon shall be the owner, generator and
disposer of the Wastes for all purposes, including, without limitation, compliance with and liability under any Applicable Law.
Owner shall not be responsible for any Wastes, nor shall Owner be an owner, generator, disposer or arranger with respect to any
Hazardous Waste used in connection with or resulting from the operation of the Facility or the production of Owner’s Product.


 


(i)          Beacon
shall promptly provide Owner with written notice of any maintenance, repairs, shutdown, breakdown, decrease in output, damage to
the Facility or other event that is reasonably likely to have a material and adverse effect on Beacon’s ability to satisfy
its obligations under this Agreement, including, without limitation, its ability to produce and deliver Qualifying Biodiesel during
any Production Period in accordance with the Production & Delivery Schedule for such Production Period. Such notice shall be
provided in advance, if possible, and in all cases it shall be provided as promptly as possible in order to provide Owner with
a commercially reasonable opportunity to avoid interruption of its business, including, but not limited to, interruption in the
delivery of full and timely contract quantities of biodiesel to Owner’s customers. Beacon and Owner recognize that frequent
communication is necessary to optimize the administration of this Agreement and Beacon’s conversion of Owner’s Feedstock
and production of Owner’s Product in accordance with this Agreement. To that end, Owner and Beacon shall appoint an individual
representative (a “Designated Representative”) who will be responsible for engaging in such communication with respect
to this Agreement. Unless Owner and Beacon otherwise agree, in writing, the Designated Representatives of Owner and Beacon shall
be the individuals identified on Exhibit D and such individuals shall conduct a planning meeting (either in person
or by telephone) at least once every Calendar Week to address issues that arise under or relate to this Agreement. During the Term,
Beacon shall provide appropriate office space at the Facility for use by Owner’s Designated Representative during visits
to and meetings at the Facility.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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(j)          Beacon
shall not sell or take any orders for Owner’s Product in connection with any sale or any consignment arrangement. All sales
and consignments of Owner’s Product shall be made and conducted solely by Owner.


 


(k)          Beacon
shall maintain detailed books and records related to Owner’s Feedstock, Owner’s Product and the Qualifying Biodiesel
Batches for a period of at least twelve (12) months after the end of the Term, including, but not limited to, delivery dates, quantities,
governmental filings, and test results. Upon reasonable advance notice and during Beacon’s normal operating hours, Owner
shall have the right to review and audit such books and records at the Facility, from time to time, and Beacon shall furnish Owner
with a copy of the same, upon request. Beacon shall immediately refund the amount of any overcharge revealed by a review or audit
of such books and records. If any such review or audit reveals that Beacon has overcharged Owner for any of Qualifying Biodiesel
Batch by five percent (5%) or more, miscalculated the Excess Feedstock Loss for any Production Period by one percent (1%) or more,
or otherwise failed to materially comply with the terms of this Agreement, then Beacon shall reimburse Owner for the reasonable
cost of such review and/or audit. If any such review or audit reveals that Owner and Beacon have miscalculated the Excess Feedstock
Loss for any Production Period, then Owner shall pay to Beacon or Beacon shall pay to Owner, as applicable, the amount required
to cause Beacon to pay the amount it owes Owner as a result of any Excess Feedstock Loss under Section 3.1(d), but
not more. Beacon shall timely file all reports and other documentation pertaining to the RINs generated and attached to Owner’s
Product required by EPA, including, without limitation, quarterly reports and the annual “attest engagement” to be
completed by a certified public accountant or certified internal auditor. In addition, upon Owner’s request, Beacon shall
use reasonable efforts to comply with any rules, regulations or standards promulgated by the National Biodiesel Board or other
national industry group to ensure RIN integrity and protect against fraud related. Upon request, Beacon shall furnish Owner with
a copy of all governmental permits, licenses and approvals required for the operation of the Facility, including, without limitation,
all permits, licenses and approvals required for the handling, storing, conversion and processing of feedstock and biodiesel, the
disposal of waste products resulting from the operation of the Facility, or the delivery of biodiesel.


 


(l)          Within
five (5) days after the end of each month during the Term, Beacon shall furnish Owner with a written report setting forth all measurements
of the gallonage, specific gravity and mass of Owner’s Product taken by Beacon during such month, which report shall include
the temperature of each portion of Owner’s Product at the time its gallonage, specific gravity or mass was so measured and
the date and time of such measurements.


 


(m)          Owner
and its lenders, agents, employees, contractors and representatives shall have the right to: (i) upon reasonable advance notice
and during Beacon’s normal business hours, enter upon the Facility and conduct inspections, examinations, tests and sampling
of Owner’s Feedstock, Owner’s Work-In-Process, Owner’s Product, and Waste; (ii) contact Beacon and its agents,
employees, contractors and representatives for purposes of obtaining information related to Owner’s Feedstock, Owner’s
Work-in-Process and Owner’s Product; (iii) monitor the handling, storage, conversion, processing, transportation and disposal
of Owner’s Feedstock, Owner’s Work-In-Process, Owner’s Product, and Waste; and (iv) review all reports,
books, records, materials and correspondence related to Owner’s Feedstock, Owner’s Work-In-Process, Owner’s Product,
and Waste or the operation of the Facility during the Term. In exercising the privileges granted pursuant to this section, Owner
shall use commercially reasonable efforts to avoid materially interfering with the operation of the Facility; provided nothing
herein shall be deemed to modify, limit or reduce the rights of any lender under the Lender Agreements. Beacon agrees that Owner’s
representative may want to be at the Facility, from time to time, and will not be required to give advance notice prior to visiting
the Facility during Beacon’s normal business hours.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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(n)          During
the Term, Beacon shall, at its sole cost and expense, perform any repairs, maintenance and replacements required to keep the Facility
in a good working order and safe condition at all times.


 


3.2          Licensure.
Upon Owner’s written request, Beacon shall provide Owner or its designee with copies of all governmental permits, licenses
and approvals that are (i) relevant to this Agreement or the operation of the Facility or (ii) required for Beacon or any of its
agents, employees, contractors or representatives (including, without limitation, any carrier retained by Beacon to transport any
of Owner’s Product) to perform any of their obligations with respect to Owner’s Feedstock, Owner’s Work-In-Process
or Owner’s Products. Beacon shall promptly notify Owner of any legal or governmental actions, proceedings, investigations
or inquiries that could reasonably be expected to materially affect Beacon’s ability to perform its obligations under this
Agreement or that reasonably might result in any loss or damage to Owner.


 


3.3          Measurement
of Owner’s Product.


 


(a)          The
gallonage of the Owner’s Product (including, without limitation, each of the Qualifying Biodiesel Batches) shall be determined
by the mass flow meters located at the Facility and (if different) the Delivery Point. Beacon shall measure the gallonage of the
Owner’s Product at the time it is placed into storage tanks at the Facility and at the time it is Delivered. Beacon shall
keep a written record of all meter readings that it takes to measure the gallonage or mass of any portion of Owner’s Product.
If there is a conflict between reading of the mass flow meters at the Facility and the Delivery Point, the reading at the Delivery
Point shall control absent manifest error. Beacon shall ensure the Qualifying Biodiesel Batches are at a temperature of no less
than sixty (60) degrees Fahrenheit at the time their gallonage or mass is measured pursuant hereto. From time to time, Beacon may
cause any such mass flow meter at a Delivery Point to be tested, at its expense, and Owner may cause any such mass flow meter at
the Facility to be tested, at its expense, in each case to ensure the same is properly calibrated; provided if either party desires
to test any such mass flow meter, it shall notify the other party, in writing, and afford the other party’s representative
or consultant a reasonable opportunity to participate in such testing.


 


(b)          At
the time it is measuring the gallonage or mass of any portion of Owner’s Product (including, without limitation, each Qualifying
Biodiesel Batch), Beacon shall determine the temperature of the same and keep a written log of the same. Beacon shall measure the
temperature of the Owner’s Product in a manner that complies with Applicable Law (including, without limitation, the rules
and regulations of the EPA) and the reasonable requirements of Owner. For purposes of calculating the number of gallons of any
portion of Owner’s Product produced or delivered pursuant to this Agreement, Owner and Beacon shall either: (i) measure the
gallonage of such portion of Owner’s Product at a time when its temperature is sixty (60) degrees; or (ii) calculate the
gallonage of such portion of Owner’s Product utilizing the EPA Temperature Conversion Formula. This section shall govern
with respect to all of the provisions of this Agreement, unless otherwise expressly provided herein, including, without limitation
the calculation the number of RINs assigned to Owner’s Product, the gallonage of each Qualifying Biodiesel Batch, the gallonage
of Qualifying Biodiesel or Owner’s Product produced during any given period, and the Toll Fee.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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3.4          Out
of Spec Product.


 


(a)          If
it is determined that any of Owner’s Product does not meet or exceed the Qualifying Biodiesel & Feedstock Standards and
the other terms of this Agreement (such biodiesel being “Out of Spec Product”) prior to the same being Delivered,
then Beacon shall reprocess such Out of Spec Product at the Facility, at Beacon’s expense, to the extent necessary to cause
the same to comply with the Qualifying Biodiesel & Feedstock Standards and this Agreement. Owner shall notify Beacon upon Owner’s
discovery that any Out of Spec Product has been Delivered. If (i) any Out of Spec Product is Delivered, and (ii) such Out of Spec
Product, in Owner’s reasonable judgment, has not been blended, consumed, sold or otherwise processed so that it is incapable
of being returned to the Facility, then Beacon shall retrieve and reprocess such Out of Spec Product at the Facility, at Beacon’s
expense, so the same complies with the Qualifying Biodiesel & Feedstock Standards and this Agreement. In the event the reprocessing
of any Out of Spec Product causes a reduction in the amount of Owner’s Product for any Production Period, the calculation
of Excess Feedstock Loss and the Estimated Excess Feedstock Loss Payment for such Production Period shall be adjusted to the extent
necessary to reflect such reduction. Nothing contained herein shall be deemed to limit Owner’s rights and remedies under
Section 3.4(b) below and the other provisions of this Agreement.


 


(b)          Subject
to the other terms hereof, if any Out of Spec Product is Delivered, Beacon shall indemnify, defend and hold harmless Owner from
and against all claims and Losses arising or resulting from Beacon’s delivery of Out of Spec Product to Owner, including,
but not limited to, incidental damages (such as, by way of example and not limitation, tank cleaning costs) and liabilities to
third parties who purchase, store, utilize, consume or sell such Out of Spec Product (directly or in a product containing the same),
including, without limitation, any Affiliates of Owner.


 


(c)          To
the extent Out of Spec Product results in Beacon not timely delivering any Qualifying Biodiesel Batch in accordance with the applicable
Production & Delivery Schedule, Section 3.5 shall govern Owner’s rights and remedies as a result thereof.


 


3.5          Failure
to Deliver Qualifying Biodiesel.


 


(a)          If
(i) Beacon fails to cause any Qualifying Biodiesel to be timely Delivered in accordance with the Production & Delivery Schedule
for the then current Production Period, and (ii) the number of Late Gallons for such Production Period is less than [**] gallons
at such time (with the number of gallons in such Qualifying Biodiesel being included in the Late Gallons), then Beacon shall not
be liable to Owner for any Losses that Owner suffers as a result of Beacon’s failure to deliver such Qualifying Biodiesel
in a timely manner; provided nothing contained in this section shall relieve Beacon from its other obligations and liabilities
hereunder or waive any claim that Owner may have on account of loss or damage to Owner’s Feedstock, Owner’s Work-In-Process
and Owner’s Product.


 


(b)          If
Beacon fails to cause any Qualifying Biodiesel to be timely Delivered in accordance with the Production & Delivery Schedule
for the then current Production Period and the number of Late Gallons for such Production Period equals or exceeds [**] gallons
at such time (with the number of gallons in such Qualifying Biodiesel being included in the Late Gallons), then Owner may purchase
replacement biodiesel (“Replacement Biodiesel”) of substantially the same quality and quantity as such Qualifying
Biodiesel on the spot market or from another source. If Owner purchases any Replacement Biodiesel pursuant to this section, Beacon
shall pay Owner the amount (the “Price Differential”), if any, by which (i) the actual cost to Owner of such
Replacement Biodiesel, including, without limitation, transportation charges and taxes, exceeds (ii) (A) the product obtained
by multiplying the Toll Fee (calculated as if Beacon had delivered such Replacement Biodiesel from the Facility to the applicable
delivery point) by the gallonage of such Replacement Biodiesel, plus (B) the estimated Owner’s Feedstock Cost of the
portion of Owner’s Feedstock that would have been required to produce such Replacement Biodiesel if Beacon had produced the
same, as determined by Owner in its reasonable judgment; provided Owner shall not have the right to receive the Price Differential
with respect to more than [**] gallons of Replacement Biodiesel during any Production Period. If Owner purchases more than [**]
gallons of Replacement Biodiesel during a Production Period, Owner shall have the right to receive the Price Differential with
respect to the first [**] gallons of Replacement Biodiesel purchased during such Production Period. Nothing contained herein shall
be deemed to limit Owner’s remedies under Section 3.5(c).


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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(c)          If
the Late Gallons for any Production Period exceed [**] gallons at any time, then Owner may, in addition to its other remedies under
this Section 3.5, terminate this Agreement and pursue all remedies available under this Agreement on account of Beacon’s
failure to cause the Qualifying Biodiesel to be Delivered to Owner in accordance with this Agreement, including, without limitation,
all remedies available under Section 11.2.


 


(d)          The
remedies set forth in this Section 3.5 shall be the sole remedy available to Owner as a result of Beacon’s
failure to deliver Qualifying Biodiesel to Owner in accordance with any Production & Delivery Schedule.


 


(e)          If
Owner terminates this Agreement pursuant to this Section 3.5: then: (i) this Agreement shall terminate effective
as of 8:00 a.m. on the day immediately following the date Beacon receives a written termination notice from Owner; (ii) Beacon
shall deliver all Qualifying Biodiesel at the Facility that is part of Owner’s Product in accordance with the terms of this
Agreement; (iii) Owner shall pay the Toll Fee for such Qualifying Biodiesel, after deducting any amounts that Beacon owes Owner
under this Agreement therefrom, and (iv) Section 4.1 shall govern with respect to Owner’s Feedstock, Owner’s
Work-In-Process and any Out-Of-Spec Product existing upon the termination hereof.


 


(f)          BEACON
AND OWNER ACKNOWLEDGE THAT THE PROVISIONS OF THIS SECTION 3.5 ARE REASONABLE GIVEN THE CIRCUMSTANCES NOW EXISTING
(INCLUDING, WITHOUT LIMITATION, THE RANGE OF HARM TO OWNER THAT IS REASONABLY FORESEEABLE AND THE ANTICIPATION THAT PROOF OF OWNER’S
ACTUAL DAMAGES WOULD BE COSTLY, IMPRACTICAL AND INCONVENIENT), AND THAT EACH IS REPRESENTED BY COMPETENT COUNSEL AND UNDERSTANDS
THE PROVISIONS OF THIS PARAGRAPH.


 


3.6          Ownership
of Glycerin Co-Product.


 


(a)          Title
to, and risk of loss of, all Glycerin Co-Product produced as a by-product in connection with the conversion and processing of
Owner’s Feedstock into Owner’s Product shall be with Beacon immediately upon the production of such Glycerin Co-Product.
All Glycerin Co-Product shall be owned by Beacon for no additional consideration payable by Beacon to Owner. Beacon and Owner acknowledge
and agree that the value of the Glycerin Co-Product has been taken into account in determining the Toll Fee.


 


(b)          Owner
represents and warrants to Beacon that all Glycerin Co-Product shall be transferred to Beacon free and clear of any and all liens
created by Owner, excluding any liens benefiting Beacon under Applicable Law or resulting from any acts or omissions of Beacon
or any of its agents, employees, contractors or representatives.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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(c)          EXCEPT
AS OTHERWISE SPECIFICALLY PROVIDED IN THIS SECTION 3.6, OWNER HAS NOT MADE, IS NOT MAKING AND SPECIFICALLY
DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES REGARDING THE GLYCERIN CO-PRODUCT, EXPRESS OR IMPLIED, INCLUDING. WITHOUT
LIMITATION, ANY REPRESENTATIONS AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, CONFORMITY TO MODELS OR SAMPLES,
PRODUCT REQUIREMENTS, GRADE, OR INFRINGEMENT OF ANY PATENT, TRADEMARK. COPYRIGHT, OR OTHERWISE.


 


3.7          Tax
Credits & Other Incentives.


 


(a)          Except
as otherwise expressly provided in this Section 3.7, Owner shall be entitled to all Incentives, and Beacon hereby
assigns all of its right, title and interest in and to the Incentives to Owner. Beacon shall cooperate with, assist and join in
Owner’s efforts to obtain any Incentives, upon Owner’s written request; provided Beacon shall not be required to take
any actions that materially increase Beacon’s obligations under this Agreement, unless Owner agrees to reimburse Beacon for
the reasonable out-of-pocket costs that Beacon incurs in connection therewith. Within five (5) days after Owner’s written
request, Beacon shall furnish Owner with any information regarding the Facility, Owner’s Feedstock, Owner’s Product
or any matter related to the same that is reasonably requested by Owner in connection with Owner’s efforts to obtain any
Incentives.


 


(b)          [**].


 


(c)          [**].


 


(d)          To
the extent it is eligible under Applicable Law, Beacon shall be entitled to receive and retain any Texas Producer’s Biodiesel
Grants that become available as a result of the production of Owner’s Product during the Term. Beacon shall be solely responsible
for taking any and all actions required to establish eligibility for and receive such Texas Producer’s Biodiesel Grants,
at Beacon’s sole cost and expense, including, without limitation, the payment of all producer and other fees due in connection
therewith. Notwithstanding anything to the contrary, Beacon shall not take any actions to establish eligibility for or receive
any Texas Producer’s Biodiesel Grants that conflict with or result in a breach of the terms of this Agreement or that increase
Owner’s obligations and liabilities or decreases its rights.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



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ARTICLE IV

OWNER’S FEEDSTOCK


 


4.1          Feedstock
Ordering & Payment.


 


(a)          Owner
is responsible for placing orders for Owner’s Feedstock with independent suppliers, negotiating the terms and conditions
for the supply of Owner’s Feedstock, and arranging for the shipment of Owner’s Feedstock to the Facility. Upon Owner’s
request, Beacon will provide reasonable assistance in connection with the identification of potential feedstock suppliers, the
negotiation of the terms of feedstock orders, and the coordination of deliveries of Owner’s Feedstock to the Facility. Unless
Owner elects otherwise, Beacon shall retain Biodiesel Services Group, LLC or another company designated by Owner (a “Feedstock
Consultant”) to assist Owner with ordering and arranging for the shipment of Owner’s Feedstock during the Term.
Beacon shall obtain Owner’s written approval of the contract (a “Feedstock Consulting Contract”) between
Beacon and any Feedstock Consultant. Owner may require that Beacon terminate a Feedstock Consultant at anytime permitted under
the Feedstock Consulting Contract between Beacon and such Feedstock Consultant, and Owner may or may not elect to have Beacon replace
such Feedstock Consultant. Beacon shall pay any Feedstock Consultant a fee (the “Feedstock Consulting Fee”)
equal to the product obtained by multiplying (i) [**] by (ii) the gallonage of the Qualifying Biodiesel Batches Delivered to Owner
during periods when the Feedstock Consulting Contract between Beacon and such Feedstock Consultant Fee is in full force and effect.
If Owner elects not to have a Feedstock Consultant during any portion of the Term, then the Toll Fee during such portion of the
Term shall be reduced by [**] per gallon. Beacon shall comply with and use reasonable efforts to enforce the terms of Beacon’s
contract with any Feedstock Consultant. The Feedstock Consultant shall invoice Beacon for the then outstanding Feedstock Consulting
Fees in the middle and at the end of each month, and Beacon shall pay the Feedstock Consulting Fees set forth in each such invoice,
by wire transfer of immediately available U.S. funds, within three (3) business days after its receipt of such invoice. The Feedstock
Consulting Fees shall be paid by Beacon without setoff or deduction. Notwithstanding any assistance provided by Beacon, Owner shall
have no claim against Beacon with respect to the late delivery of any Owner’s Feedstock, unless due to Beacon’s willful
misconduct or breach of this Agreement, nor shall Beacon have any liability as a result of its determination that Owner’s
Feedstock is Out of Spec Owner’s Feedstock (as such term is defined below); provided nothing herein shall be deemed to modify
any of Beacon’s express obligations or liabilities under this Agreement, including, but not limited to, the provisions of
Section 4.2(b) below. All invoices for Owner’s Feedstock will be sent directly to Owner by the independent
suppliers, and Owner shall be solely responsible for payment of such invoices.


 


(b)          All
invoices for Owner’s Feedstock will be sent directly to Owner by the independent suppliers, and Owner shall be solely responsible
for payment of such invoices.


 


(c)          The
parties acknowledge that: (i) Beacon is currently producing biodiesel for Delek Marketing & Supply, L.P. at the Facility under
the Existing Biodiesel Toll Production Agreement, (ii) Delek Marketing & Supply., L.P. has caused feedstock to be delivered
to the Facility for conversion into biodiesel in accordance with the Existing Biodiesel Toll Production Agreement and this Agreement,
(iii) Owner is acquiring all of the unused feedstock at the Facility belonging to Delek Marketing & Supply, L.P., and (iv)
all of the feedstock located at the Facility at the start of the Term will be Owner’s Feedstock. On the day immediately prior
to the start of the Term, Owner and Beacon shall (i) review their records regarding the feedstock then located at the Facility,
and (ii) endeavor to agree upon the amount (in pounds) of each type of feedstock that will comprise Owner’s Feedstock at
the commencement of the Term. If Owner and Beacon agree upon the amount of Owner’s Feedstock at the commencement of the Term,
they shall execute a written certificate setting forth the same (by type and quantity). In the event of a dispute between Owner
and Beacon regarding amount of Owner’s Feedstock at the commencement of the Term, (i) Owner and Beacon shall each furnish
the other party with a written certificate setting forth its determination of the amount of Owner’s Feedstock, and (ii) the
parties shall resolve the dispute in accordance with Section 15.4 below.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



    	Page 17 of 40



    	 



    

 


(d)          Subject
to the other terms hereof, Beacon shall purchase all of Owner’s Ending Feedstock Inventory for a purchase price equal to
Owner’s Feedstock Cost with respect thereto (“Owner’s Ending Feedstock Price”). Five (5) business
days prior to the end of the Term, Beacon shall furnish Owner with a written statement setting forth Beacon’s best estimate
of Owner’s Ending Feedstock Inventory and the Owner’s Ending Feedstock Price. Immediately upon the expiration or termination
of this Agreement, (i) Owner shall review the records with respect to Owner’s Feedstock with Beacon, and (ii) Owner shall
furnish Beacon with a written statement (the “Ending Feedstock Cost Certificate”) setting forth Owner’s
Ending Feedstock Inventory and Owner’s Ending Feedstock Price. Beacon shall purchase all of Owner’s Ending Feedstock
Inventory for an amount equal to Owner’s Ending Feedstock Price as set forth in the Ending Feedstock Cost Certificate; provided
if Owner’s Ending Feedstock Price is more than [**] or Beacon, in good faith, disputes amount of Owner’s Ending Feedstock
Price, then Beacon may elect not to purchase Owner’s Ending Feedstock Inventory by giving written notice to Owner within
twenty-four (24) hours after Beacon’s receipt of the Ending Feedstock Cost Certificate. If Beacon elects not purchase Owner’s
Ending Feedstock Inventory, then (i) Beacon shall diligently process the same into Qualifying Biodiesel, (ii) Beacon shall cause
such Qualifying Biodiesel to be Delivered to Owner, (iii) all of the provisions of this Agreement shall apply with respect to the
production and delivery of such Qualifying Biodiesel (notwithstanding the expiration or termination hereof), and (iv) Beacon shall
not produce any biodiesel at the Facility until it has processed all of Owner’s Ending Feedstock Inventory into Qualifying
Biodiesel and Delivered such Qualifying Biodiesel to Owner; provided if Beacon fails to complete the processing and delivery of
Owner’s Ending Feedstock Inventory within fifteen (15) days after the expiration or termination of Agreement, then Owner
may, in addition to its other rights and remedies, remove the same from the Facility. Subject to and in accordance with the provisions
of ARTICLE VI, Owner shall pay the Toll Fee for any Qualifying Biodiesel Delivered to Owner after the termination
of this Agreement pursuant to this section, after deducting any amounts that Beacon owes Owner under this Agreement therefrom.
If Beacon elects to purchase Owner’s Ending Feedstock Inventory, Beacon shall be conclusively deemed to have approved the
Owner’s Ending Feedstock Price, as set forth in the Ending Feedstock Cost Certificate, and Beacon shall not have any right
to dispute the same. Beacon shall pay Owner any amounts that Beacon owes under this section within seven (7) days after the end
of the Term, by wire transfer to such account as Owner may designate, in writing, without setoff or deduction.


 


(e)          Subject
to Section 11.4, if there is any Owner’s Work-In-Process or any Out of Spec Product at the time this Agreement
expires or terminates, then (i) Beacon shall diligently process the same into Qualifying Biodiesel, (ii) Beacon shall cause such
Qualifying Biodiesel to be Delivered to Owner in accordance with the terms of this Agreement, (iii) all of the provisions of this
Agreement shall apply with respect thereto (notwithstanding the expiration or termination hereof), and (iv) Beacon shall not produce
any biodiesel at the Facility until it has processed the same into Qualifying Biodiesel and Delivered such Qualifying Biodiesel
to Owner; provided if Beacon fails to complete the processing and delivery of Owner’s Work-In-Process or any Out of Spec
Product within fifteen (15) days after the expiration or termination of Agreement, then Owner may, in addition to its other rights
and remedies, remove the same from the Facility. Subject to and in accordance with the provisions of ARTICLE VI,
Owner shall pay the Toll Fee for any Qualifying Biodiesel Delivered to Owner after the termination of this Agreement pursuant to
this section, after deducting any amounts that Beacon owes Owner under this Agreement therefrom.


 


(f)          
Owner shall have sole title to Owner’s Feedstock at all times, free and clear of any Producer’s Liens, except for any
portion of Owner’s Feedstock that Owner sells to Beacon under Section 4.1(d) above. Subject to the other terms
hereof, Owner shall be responsible for paying the cost of Owner’s Feedstock (including, without limitation, transportation
costs to the Facility).


 


(g)          Beacon
shall give written notice to Owner of the quantities of Owner’s Feedstock that must be obtained to meet the Production &
Delivery Schedule for each Production Period; provided Beacon shall not request that Owner maintain more than Four Hundred Twenty
Five Thousand (425,000) gallons of Owner’s Feedstock at Facility at any given point in time. Owner shall use commercially
reasonable efforts to arrange for sufficient quantities and types of Owner’s Feedstock to be available at the Facility in
time for Beacon to meet the Production & Delivery Schedule for each Production Period; provided, however, (i) neither Owner
nor Beacon shall have any liability for delays in the production of Owner’s Product due to a lack of Owner’s Feedstock
that are not directly caused by its breach of this Agreement or willful misconduct, and (ii) Owner may, after consultation with
Beacon, reasonably reduce the orders and deliveries of Owner’s Feedstock to the extent necessary to deal with Beacon’s
failure or expected failure to meet the Production & Delivery Schedule during any Production Period. Beacon shall immediately
notify Owner’s Designated Representative if: (i) Beacon believes there is a reasonable likelihood that it will be unable
to produce Qualifying Biodiesel and cause the same to be Delivered in accordance with the Production & Delivery Schedule for
any Production Period; or (ii) Beacon determines any of Owner’s Feedstock does not meet the Qualifying Biodiesel & Feedstock
Standards.


 


[**] Certain information in this document has been omitted
and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions. 






    	Page 18 of 40



    	 



    






 


(h)          Beacon
shall unload all of Owner’s Feedstock delivered to the Facility within the period of time required to avoid demurrage and
other additional charges, unless there is no place at the Facility to properly store such Owner’s Feedstock. Beacon shall
be responsible for the demurrage and other amounts due as a result of a failure to timely unload any of Owner’s Feedstock
caused by Beacon’s breach of this Agreement or Beacon’s acts or omissions, including, without limitation, any such
charges resulting from Beacon’s inability to unload Owner’s Feedstock due to any shortage of storage space at the Facility
caused by Beacon’s failure to produce or deliver Qualifying Biodiesel in accordance with any Production & Delivery Schedule.
Owner shall be responsible for any demurrage due as a result of a failure to timely unload any of Owner’s Feedstock not caused
by Beacon’s breach of this Agreement or Beacon’s acts or omissions, including, without limitation, Beacon’s failure
to produce or deliver Qualifying Biodiesel in accordance with any Production & Delivery Schedule. Beacon shall examine and
test samples of Owner’s Feedstock in accordance with Section 3.1. Beacon shall retain all samples and test
results related to Owner’s Feedstock in accordance with Section 3.1. Beacon shall maintain all documents related
to Owner’s Feedstock necessary to satisfy the EPA’s requirements regarding renewable biomass from biodiesel production.


 


(i)           Within
five (5) days after the end of each month of the Term, Beacon shall furnish Owner with a written report setting forth (i) the
amount (in pounds) of each type of Owner’s Feedstock delivered to the Facility during such month, (ii) the amount (in pounds)
of each type of Owner’s Feedstock converted to Owner’s Product during such month, and (iii) the amount (in pounds)
of Owner’s Feedstock used to produce each of the Qualifying Biodiesel Batches delivered during such month.





 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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4.2          Feedstock
Blends.


 


(a)           Owner’s
Feedstock shall be a blend of feedstocks of the type and in the percentage set forth on Exhibit E; provided (i) Owner
and Beacon agree to consult regularly regarding changes to the feedstock blend that comprises Owner’s Feedstock in an effort
to reduce costs without compromising the quality of Owner’s Product, (ii) Beacon shall, upon request, use reasonable efforts
to obtain information regarding the availability and pricing of alternative feedstocks and alternative suppliers, (iii) Beacon
shall test process alternative blends of feedstock (“Alternative Feedstock Blends”) at the Facility in order
to determine the quality of the resulting biodiesel product, upon Owner’s request, provided Beacon shall not be required
to test process more than one (1) such Alternative Feedstock Blend per Production Period if, in Beacon’s reasonable judgment,
the test processing of additional Alternative Feedstock Blends during a Production Period will have a material adverse effect on
Beacon’s ability to meet the Production & Delivery Schedule for such Production Period, and (iv) subject to the other
terms of this section, Owner may change the feedstock blend to any Alternative Feedstock Blend, from time to time, by giving written
notice to Beacon, so long as Beacon has test processed such Alternative Feedstock Blend at the Facility and the resulting biodiesel
meets or exceeds the standards for B100 set forth in ASTM D 6751 (as amended, modified, supplemented, interpreted or administered
by ASTM from time to time). The test processing of Alternative Feedstock Blends will be done at a level that allows Beacon and
Owner to determine whether or not Beacon can produce and deliver Qualifying Biodiesel at the Facility, with usual and normal processing
efforts, using such Alternative Feedstock Blend at a level that equal or exceeds [**] gallons per month.


 


(b)           In
the event Owner requires that Beacon use any Alternative Feedstock Blend in accordance with this section, (i) Beacon shall promptly
begin to use such Alternative Feedstock Blend at the Facility, (ii) the specifications for Qualifying Biodiesel produced using
such Alternative Feedstock Blend shall be the ones developed during the test processing of such Alternative Feedstock Blend pursuant
to this section, (iii) the Anticipated Gallons Conversion Factor for such Alternative Feedstock Blend shall be adjusted to reflect
the actual conversion ratio of pounds of Owner’s Feedstock to gallons of Qualifying Biodiesel during the testing processing
of such Alternative Feedstock Blend, and (iv) Owner and Beacon shall execute a written amendment to this Agreement memorializing
any changes to Exhibit C, and the Anticipated Gallons Conversion Factor required under this Section 4.2(b).
If Beacon is unable to process any Alternative Feedstock Blend, with usual and normal processing efforts, into Qualifying Biodiesel
at a level that exceeds [**] gallons per month, without anticipated Excess Feedstock Loss, then Beacon may object to the use of
such Alternative Feedstock Blend by giving written notice to Owner within five (5) business days after Beacon completes the test
processing of such Alternative Feedstock Blend. If Beacon timely objects to the use of any Alternative Feedstock Blend, then Beacon
shall not be required to process such Alternative Feedstock Blend; provided (i) Beacon shall send a written notice to Owner that
sets forth (in reasonable detail) all of Beacon’s concerns with respect to such Alternative Feedstock Blend and (ii) Beacon
shall consult with Owner and use reasonable efforts to develop other Alternative Feedstock Blends that accomplish Owner’s
objectives as nearly as possible.


 


(c)           If
there is a dispute between Beacon and Owner regarding the quality or quantity of biodiesel that can be produced by the Facility
using any Alternative Feedstock Blend, Owner may retain an independent laboratory reasonably acceptable to Beacon to test and/or
measure the same and Beacon shall be bound by the findings of such laboratory, unless Owner agrees otherwise, in writing. Owner
shall pay the cost of any independent laboratory retained by Owner pursuant to this Section 4.3(a), except Beacon
shall reimburse Owner for the reasonable fees charged by such laboratory if it determines that Beacon has incorrectly determined
the quality or quantity of biodiesel that could be produced by the Facility using an Alternative Feedstock blend.





 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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4.3          Out
of Spec Feedstock.


 


(a)           Beacon
shall be responsible for ensuring that Owner’s Feedstock is sufficient to allow Beacon to produce Qualifying Biodiesel. If
any of Owner’s Feedstock does not meet the Qualifying Biodiesel & Feedstock Standards (“Out of Spec Owner’s
Feedstock”), Beacon shall promptly notify Owner, in writing of such non-conformity and the parties will document their
agreement, on a form reasonably acceptable to the parties, as to the nature of the non-conformity and the action to be taken with
respect to such Out of Spec Owner’s Feedstock. Unless Beacon and Owner agree, in writing, that Beacon will process any Out
of Spec Owner’s Feedstock, Owner and Beacon shall take such action as is required to return the same, with Beacon being responsible
for loading the same onto the applicable Transportation Vessel. In the event any Out of Spec Owner’s Feedstock is returned
to the supplier, the parties shall agree, in writing, on an appropriate adjustment to the Production & Delivery Schedule for
the then current Production Period to the extent it is impacted by such action. In the event Beacon and Owner agree to process
any Out of Spec Owner’s Feedstock, Beacon shall remain obligated to produce Qualifying Biodiesel with the same and the parties
will enter into a written agreement that provides for appropriate adjustments with respect to Excess Feedstock Loss, the applicable
Production & Delivery Schedule, and any other items that require adjustment as a result of Beacon’s agreement to process
Out of Spec Owner’s Feedstock (the “Adjusted Requirements”); provided nothing herein shall obligate Beacon or
Owner to agree to accept or process Out of Spec Owner’s Feedstock. Biodiesel processed with Out of Spec Owner’s Feedstock
that meets the applicable Adjusted Requirements shall constitute Qualifying Biodiesel for purposes hereof. Notwithstanding anything
to the contrary contained herein, if there is a dispute between Beacon and Owner or any supplier regarding the quality or quantity
of any portions of Owner’s Feedstock, then Owner may retain an independent laboratory reasonably acceptable to Beacon to
test and/or measure the same and Beacon shall be bound by the findings of such laboratory, unless Owner agrees otherwise, in writing.
Owner shall pay the cost of any independent laboratory retained by Owner pursuant to this Section 4.3(a), except
Beacon shall reimburse Owner for the reasonable fees charged by such laboratory if it determines that Beacon has incorrectly challenged
the quality or quantity of any portion of Owner’s Feedstock in a material way.


 


(b)           If
Beacon does not notify Owner, in writing, that any of Owner’s Feedstock is Out of Spec Owner’s Feedstock within twenty-four
(24) hours after it is tested pursuant to Section 3.1(e), then, as between Owner and Beacon, such Owner’s Feedstock
shall conclusively be deemed to meet the Qualifying Biodiesel & Feedstock Standards.


 


(c)           Owner
shall retain all claims arising or resulting from Out of Spec Owner’s Feedstock. Owner shall have no liability or responsibility
to Beacon for Out of Spec Owner’s Feedstock, except: (i) liabilities or responsibilities set forth in any Adjusted Requirements
entered into by Owner and Beacon; and (ii) Owner shall be responsible for returning the same to the extent required under this
Section 4.3 and using commercially reasonable efforts to obtain substitute or replacement feedstock for any Out of
Spec Owner’s Feedstock returned by Owner pursuant hereto, provided Owner shall not be required to pay more than the then
prevailing market prices in order to obtain any such substitute or replacement feedstock, based on the prices and transportation
charges Owner is paying at the time such Out of Spec Owner’s Feedstock is discovered.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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4.4          Measuring
Quantity. Immediately upon the receipt of any shipment of Owner’s Feedstock at the Facility, Beacon shall (i) check its
temperature and take any steps required to keep the same at an appropriate temperature, (ii) measure such shipment to verify that
the same contains the proper quantity and type of feedstock and (iii) immediately notify Owner, in writing, and Owner’s Designated
Representative, verbally, of any errors in such shipment. Beacon shall maintain a record of all data that it collects pursuant
to this section. If Beacon discovers any material error in the quantity or type of Owner’s Feedstock at the Facility, Owner
shall be responsible for resolving such error and Owner shall retain all claims arising from or related thereto. In the event Beacon
fails to discover an error in the quantity or type of Owner’s Feedstock at the Facility, Beacon shall bear the risk of such
error; provided, Owner shall use commercially reasonable efforts to assist Beacon with resolving such error so long as Beacon pays
all costs and expenses incurred by Owner in connection therewith (including, without limitation, court costs, expert fees and attorney’s
fees). Beacon shall use reasonable efforts to acquire and install a used scale at the Facility that can be used to weigh the portions
of Owner’s Feedstock delivered by truck. In the event Beacon acquires such a scale, Beacon shall perform all tests reasonably
requested by Owner or the Feedstock Consultant, from time to time, to ensure such scale accurately measures weight and Beacon shall
furnish Owner and the Feedstock Consultant (if any) with the results of such tests within five (5) days after the completion thereof.


 


ARTICLE V

DELIVERY OF OWNER’S PRODUCT 


 


5.1          Delivery
of Owner’s Product. Subject to and in accordance with the terms of this Agreement (including, without limitation, Section
5.1(c)), Beacon shall deliver to Owner, and Owner shall take from Beacon, one hundred percent (100%) of the Qualifying
Biodiesel produced and Delivered in accordance with the Production & Delivery Schedule for each Production Period and the other
terms of this Agreement. All quantities of Qualifying Biodiesel Batches shall be determined, transferred, delivered and received
in accordance with the following terms:


 


(a)           Solely
for planning purposes, on the first business day of each Calendar Week during the Term, Beacon shall deliver to Owner, in writing,
a rolling estimate of the expected production and delivery dates for the Qualifying Biodiesel during the next three (3) weeks,
which shall be either consistent with applicable Production & Delivery Schedule or shall expressly identify any inconsistencies
(each, a “Forecast”); provided nothing contained in this subsection shall be deemed to limit, modify or waive
Beacon’s obligation to produce and deliver the Qualifying Biodiesel in accordance with the Production & Delivery Schedule
for each Production period or any remedies available to Owner as a result of Beacon’s breach hereof.


 


(b)           At
the time any Qualifying Biodiesel Batch is Delivered to Owner pursuant to this Agreement, Beacon represents and warrants that such
Qualifying Biodiesel Batch is free from all liens, claims, or charges created by Beacon or arising as a result of Beacon’s
conduct or failure to act, including, but not limited to, any Producer’s Lien and any liens, claims or charges that may be
asserted by any agent, employee, contractor, vendor or representative of Beacon or any other party claiming by, through or under
Beacon.


 


(c)           Owner
shall take delivery of Qualifying Biodiesel in accordance with the Production & Delivery Schedule for each Production Period,
at the applicable Delivery Point; provided Owner may postpone the delivery of up to [**] gallons, in the aggregate, of the Qualifying
Biodiesel to be delivered during any Production Period until any later point in time during such Production Period as may be specified
by Owner to Beacon, in writing, in which case the Production & Delivery Schedule shall be automatically modified to reflect
the same.





 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






    	Page 22 of 40



    	 



    



 


5.2          Transportation.


 


(a)           Beacon
shall be responsible for causing all of the Qualifying Biodiesel to be Delivered using a common carrier. Owner shall be responsible
for (i) arranging and coordinating any and all necessary transportation (and where applicable, export) of the Qualifying Biodiesel
after it is delivered, including the full and timely payment of any and all taxes in accordance with ARTICLE X,
and securing any and all necessary governmental approvals incident to such transportation and export, and (ii) paying all transportation
costs with respect to Qualifying Biodiesel Batches after the same are Delivered to the Delivery Point. Owner shall have the right
(but not the obligation) to inspect all Transportation Vessel to be used to deliver the Qualifying Biodiesel to Owner in order
to determine equipment condition and suitability prior to loading; provided however, that any failure by Owner to so inspect
such Transportation Vessels shall not operate as a waiver of the obligations of Beacon set forth in this Agreement. If Owner takes
delivery of any Qualifying Biodiesel at the Facility, Beacon shall have the right to inspect the Transportation Vessel that Owner
intends to use to transport the same.


 


(b)           Until
it is Delivered, Beacon shall cause the Qualifying Biodiesel Batches to be kept at a minimum of sixty (60) degrees Fahrenheit and
transported in Transportation Vessels that are capable of heating the Qualifying Biodiesel Batches to such temperature, when necessary.
Beacon shall obtain Owner’s prior written approval of any company that Beacon desires to use to haul the Qualifying Biodiesel
Batches, which approval shall not be unreasonably withheld. In addition, Beacon shall ensure that any such company is a fully licensed
common carrier that is authorized to haul the Qualifying Biodiesel Product under Applicable law. Beacon’s contract with any
such hauling company shall require that the hauling company indemnify, defend and hold harmless Owner from and against any and
all Losses arising from its transportation of any of Owner’s Product or the hauling company’s performance under or
breach of such contract, and Owner shall be a third party beneficiary of such contract.


 


(c)           Beacon
shall, from time to time, obtain quotes from at least three (3) common carriers approved by Owner setting forth the cost of transporting
each Qualifying Biodiesel Batch to its Delivery Point. If possible, such quotes shall remain valid for a period of thirty (30)
days. Beacon shall retain the common carriers with the lowest price to haul each Qualifying Biodiesel Batch, unless Owner directs
otherwise. Once a carrier is selected pursuant to this section to deliver any Qualifying Biodiesel Batch to a particular Delivery
Point, Beacon may continue to use such carrier for future deliveries to such Delivery Point for a period of thirty (30) days, unless
such carrier’s quote expires or Owner directs otherwise, in writing.


 


5.3          Splash
Blending. During the Term, Owner shall have the exclusive right to store diesel in the existing five hundred (500) gallon fuel
storage tank at the Facility in order to blend the same with Owner’s Product, and Owner may use the pumps, lines, load areas,
and other facilities associated with such fuel storage tanks to accomplish such blending. Beacon shall, at no additional charge
to Owner, place such diesel fuel into any Transportation Vessel containing Owner’s Product, in such quantities as Owner may
designate. Beacon represents, warrants and covenants to Owner that such fuel storage tanks and associated pumps, lines and facilities
will be kept in a good condition, free from leaks, throughout the Term, and Beacon shall cause such tanks, pumps, lines and facilities
to comply with all Applicable Laws. Beacon shall be responsible for all Losses resulting from the release, discharge or spill of
any diesel fuel from such tanks, pumps, lines and facilities, and Beacon shall assess, monitor, clean-up, remediate and abate any
such release, discharge or spill of diesel fuel to the extent required under Applicable Law. If Owner desires to increase the amount
of diesel fuel that it blends with Owner’s Product at the Facility, Beacon shall endeavor to carryout Owner’s reasonable
requests related thereto; provided Owner agrees, in writing, to reimburse Beacon for the additional costs that Beacon reasonably
incurs to comply with such request (including, without limitation, additional labor costs).


  


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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ARTICLE VI

INVOICING AND SERVICE FEES


 


6.1          Invoicing
of Toll Fees. Except to the extent Owner disputes any Invoice, Owner shall pay the Toll Fee set forth in such Invoice within
seven (7) days after Owner’s receipt thereof, subject to any adjustments, credits, deductions or offsets provided for or
authorized under this Agreement. Owner shall pay the amounts it owes Beacon under this Section 6.1, by wire transfer
of immediately available U.S. funds. If Owner fails to timely pay any such amount, the same shall bear interest, at the Base Rate,
from the date such payment was due until it is paid.


 


6.2          Disputed
Invoices. If Owner believes, in good faith, that Beacon has incorrectly calculated any Toll Fee or other amount that Owner
owes under this Agreement, then (i) Owner shall give Beacon written notice of the alleged error, together with a summary of the
basis for its belief, and (ii) Owner may withhold payment of the amount in controversy. During any such dispute, the performance
of each party under this Agreement shall continue pending the outcome of such dispute. Owner and Beacon shall endeavor, in good
faith and with reasonable diligence, to resolve such disputes related to the amounts Owner owes Beacon under this Agreement. If
any such dispute relates to the gallonage of a Qualifying Biodiesel Batch, Owner must notify Beacon, in writing, of its basis for
believing there is a manifest error in the applicable mass flow meter and Owner must cause such meter to be tested in accordance
with Section 3.3 within three (3) days after Owner delivers such notice to Beacon. If any such dispute relates to
the quality of any portion of Owner’s Product, Owner must notify Beacon, in writing, of its basis for believing the same
does not meet the Qualifying Biodiesel & Feedstock Standards and the parties shall retain a consultant to test such portion
of Owner’s Product (and/or any related samples) in accordance with Section 3.1(e) within ten (10) days after
Owner delivers such notice to Beacon. If it is determined that Owner is entitled to a refund of all or a portion of any amount
that Owner has paid Beacon pursuant to this Agreement, then Beacon shall promptly paying over such amount to Owner, together with
interest thereon from the date it was paid by Owner until the date Beacon refunds the same at the Base Rate.


 


6.3          Set-off
and Counterclaims. If a party fails to pay any amount that it owes the other party under this Agreement and the party does
not cure such failure within the period set forth in ARTICLE XI, then the party to whom the amount is owed may, at
its option and in its discretion, deduct such amount from any payments that it may owe hereunder.


 


6.4          Adjustment
of Toll Fee.


 


(a)           If
the Average Monthly Benchmark Biodiesel Price for any month during the Term does not exceed the Average Monthly Biodiesel Gallon
Cost for such month by [**] or more, then Owner shall have the right to terminate this Agreement by giving written notice to Beacon
within thirty (30) days after the end of such month.


 


(b)           Either
Beacon or Owner may, at its option, require a renegotiation of the Toll Fee payable with respect to Qualifying Biodiesel Batches
produced and delivered during the period commencing on April 1, 2013 and expiring at the end of the Term. If Beacon or Owner desires
to renegotiate the Toll Fee pursuant to this section, it shall send a written notice (a “Toll Fee Renegotiation Request”)
to the other party on or before January 31, 2013, which notice shall reference Section 6.4(a). For a period of thirty
(30) days after the delivery of a Toll Fee Renegotiation Request, Beacon and Owner shall endeavor to agree, in writing, upon a
mutually acceptable adjustment of the Toll Fee. If a Toll Fee Renegotiation Request is timely delivered and the parties are unable
to agree, in writing, on a mutually acceptable adjustment of the Toll Fee within thirty (30) days thereafter, then either Beacon
or Owner may terminate this Agreement by giving written notice to the other party on or before March 31, 2013. If neither Beacon
nor Owner sends a Toll Fee Renegotiation Request on or before January 31, 2013, the provisions of this section shall be of no further
force or effect. In addition, if Beacon or Owner sends a Toll Fee Renegotiation Request on or before January 31, 2013 but neither
party sends a written notice terminating this Agreement pursuant to this section on or before March 31, 2013, then the provisions
of this section shall be of no further force or effect.





 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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(c)           If
either Owner or Beacon elects to terminate this Agreement pursuant to this Section 6.4, then this Agreement shall
terminate effective as of the date that is sixty (60) days after the non-terminating party receives written notice of such election
from the terminating party.


 


ARTICLE VII

OWNER’S PROPERTY


 


7.1          Beacon’s
Obligations. Beacon shall hold all of Owner’s Feedstock, Owner’s Work-in-Process and Owner’s Product (collectively,
the “Owner’s Property”) for the exclusive benefit of Owner. In addition to (and not in limitation of) the other
requirements of this Agreement or any other agreement with Owner, Beacon shall comply with the requirements set forth in this section
as to the Owner’s Property. Beacon shall exercise reasonable care in the storage and protection of the Owner’s Property,
and Beacon shall not use the Owner’s Property for any purpose other than performance under this Agreement.


 


7.2          Designation.
Beacon shall keep the Owner’s Property (including, but not limited to, all samples of the same retained by Beacon after the
end of the Term) physically segregated from Beacon’s own property or any property of a third party at the Facility or in
Beacon’s possession, and Beacon shall designate the Owner’s Property as Owner’s property by signage or tags sufficient
that any person making a reasonably diligent inspection of the assets at the Facility would be placed on notice that the Owner’s
Property is owned by Owner. Beacon shall characterize the Owner’s Property in its preparation of financial statements, in
other representations to creditors, and for all other purposes as being the property of Owner. Beacon shall implement, modify and
supplement its procedures for designating the Owner’s Property that are reasonably requested by Owner or its lender.


 


7.3          UCC
Filings & Security Interest. Beacon authorizes Owner to file one or more financing statements giving an indication of
the Owner’s Property and naming Beacon as debtor and Owner as secured party, in such jurisdictions and offices as Owner
may deem appropriate. Any such financing statement may be annotated to reflect the character of Beacon’s possession of the
Owner’s Property or may be filed without such annotation. The filing of any such financing statement shall not suggest that
the delivery of the Owner’s Property is a transfer to Beacon or otherwise impair any of Owner’s rights in the Owner’s
Property. Upon Owner’s request from time to time, Beacon shall cause any person or entity who is then a secured party under
a financing statement naming Beacon as debtor or who may otherwise have a security interest in or other claim to any of Beacon’s
assets to deliver to Owner written confirmation of Owner’s ownership interest in the Owner’s Property, free of any
claim of such person or entity. In addition, Beacon shall take any other action as Owner may reasonably require to assure the
protection of Owner’s rights in the Owner’s Property. If, notwithstanding the contrary intention of the parties, Beacon
is determined to have rights in any of the Owner’s Property, this Agreement shall serve as a security agreement and Owner
shall be deemed to have had a purchase money security interest in such rights at all relevant times.





 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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7.4          Lenders.
Within ten (10) business days after Owner’s written request, Beacon shall execute, acknowledge and deliver, from time to
time, any agreement reasonably requested by Owner to: (i) confirm the liens, rights, claims and interests of any of Owner’s
lenders (a “Lender”) with respect to Owner’s Feedstock, Owner’s Work-In-Process, Owner’s Product,
this Agreement and the amounts payable to Owner hereunder; (ii) restrict Owner’s access to Owner’s Feedstock, Owner’s
Work-In-Process and Owner’s Product upon the issuance of a written instruction to Beacon by any Lender, (iii) allow any Lender
to access the Facility for purposes of inspecting and/or removing Owner’s Feedstock, Owner’s Work-In-Process, Owner’s
Product and the records related thereto; (iv) acknowledge that any Lender is not responsible for the satisfaction of Owner’s
obligations and liabilities hereunder; and (v) grant any other reasonable rights with respect to Owner’s Feedstock, Owner’s
Work-In-Process, Owner’s Product, this Agreement and the amounts payable to Owner under this Agreement to any Lender, provided
such other rights do not materially increase Beacon’s obligations or decrease its right under this Agreement.


 


ARTICLE VIII

INSURANCE & INDEMNIFICATION


 


8.1          Beacon’s
Coverage. Beacon shall, at its own cost and expense, procure and keep in force and effect the following insurance:


 


(i)           Worker’s
Compensation insurance covering Beacon and all of its employees, workers, agents, and servants that satisfies Applicable Law, and
employer’s liability insurance with limits of at least $500,000 each accident, $500,000 each employee and $500,000 policy
limit.


 


(ii)          Commercial
General Liability Insurance, ISO Form or its equivalent, written on an occurrence basis and including broad form contractual liability
coverage (“Beacon’s CGL Insurance”), there shall be no limitations or exclusions beyond those contained
in the standard policy forms which apply to property damage, products and completed operations, or contractual liability. Beacon’s
CGL Insurance shall be in an amount not less than $1,000,000 each occurrence, $2,000,000 Products-Completed Operations Aggregate
limit and $2,000,000 General Aggregate Limit for bodily injury and property damage claims.


 


(iii)         Umbrella
Liability Insurance with at least limits of $4,000,000 per occurrence, which provides excess coverage with respect to the Employer’s
Liability Insurance, Commercial General Liability Insurance.


 


(iv)         Pollution
Liability Insurance (the “PLL Insurance”) with coverage on a claims-made basis and including bodily injury,
property damage and clean-up. The limits of the PLL Insurance shall be $2,000,000 each claim or incident and $4,000,000 policy
aggregate.


 


(v)           Property
insurance, written on an “special form” basis (or its equivalent), covering loss or damage to the Facility and any
of Beacon’s trade fixtures, machinery, equipment and other personal property located therein, in an amount equal to one hundred
percent (100%) of their replacement cost and a reasonable deductible, as determined by Beacon.


 


8.2          Owner’s
Coverage. Owner shall maintain property insurance, written on an “special form” basis (or its equivalent), covering
loss or damage to Owner’s Feedstock, Owner’s Work-In-Process and Owner’s Product prior to the same being Delivered
in an amount equal to one hundred percent (100%) of their replacement cost and a reasonable deductible, a determined by Owner;
provided Owner may require that the third party carrier retained by Beacon to transport any of Owner’s Product insure the
same, in a manner acceptable to Owner, while it is being transported from the Facility to the applicable Delivery Point. If Owner
requires that any of Owner’s Product be so insured by the third party carrier transporting the same, then Owner shall be
entitled to all insurance proceeds paid on account of loss or damage to Owner’s Product while it is in the care or custody
of such carrier, Beacon’s contract with the such carrier shall provide that Owner is entitled to such insurance proceeds,
and Owner shall be a third party beneficiary of such contract.


  


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portions.






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8.3          Primary
Insurance. Any insurance maintained by Beacon, including, but not limited to the insurance required under this ARTICLE VIII,
shall be primary insurance, and Owner’s insurance (or self insurance) shall be excess and non-contributory with Beacon’s
insurance.


 


8.4          General
Insurance Requirements. All insurance policies that Beacon is required to maintain under this agreement shall be issued by
companies having a rating of at least A-/VII in the most current AM Best’s insurance rating guide, and, if possible, will
provide that the insurer shall notify Owner at least thirty (30) days prior to the cancellation of such policy. Beacon shall not
do or permit to be done any act that will invalidate or be in conflict with Owner’s or Beacon’s insurance policies
covering the facility. Beacon will promptly comply with all rules and regulations relating to such insurance policies


 


8.5          Separation
of Insureds and Additional Insured. All insurance policies of Beacon, with the exception of Workers’ Compensation shall
include a separation of insureds provision and shall be endorsed to include Owner and its Affiliates as additional insureds with
respect to claims and liabilities arising from or connected with Beacon’s operations or activities. “Separation of
Insureds” and “Additional Insureds” endorsement shall be indicated on the certificate of insurance and copy of
the endorsements will be provided to the Owner.


 


8.6          Waiver
of Claims & Subrogation. Notwithstanding anything to the contrary contained herein, Beacon and Owner each hereby waives
all rights of recovery, claims and causes of action that it may have against the other (and such other party’s officers,
directors, agents, employees, contractors and representatives) for damages that are actually covered by its property insurance
or that would have been covered had it maintained the property insurance required under this Agreement; provided the foregoing
waiver shall not apply if it would have the effect of invalidating, but only to the extent of such effect, any insurance coverage
of Owner or Beacon. If possible on commercially reasonable terms, Owner and Beacon shall cause the insurers issuing their property
insurance to waive all of their subrogation rights against the other party, and each party shall supply the other with appropriate
evidence confirming that such waiver is in effect. The terms of this subsection shall be applicable as of the Effective Date and
survive the expiration or earlier termination of this Agreement. For the purposes of this subsection, each party shall be deemed
to be insured against losses and damages that are within the deductible of any of its insurance policies.


 


8.7          Certificates.
Beacon shall furnish Owner with certificate (s) of insurance evidencing that the required insurance is in force and effect and
which provide sufficient information to allow Owner to verify that Beacon has complied with the insurance requirements set forth
herein. In the event Beacon fails to furnish Owner with acceptable certificate (s) of insurance prior to commencement of services,
Owner shall have the right to terminate this Agreement without any liability or further obligation to Beacon. Certificates shall
be addressed to Owner at Owner’s current address.





 


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portions.






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8.8          Indemnity.


 


(a)           Except
to the extent directly caused by the acts or omissions of Owner or any of its agents, employees, contractors or representatives,
Beacon shall indemnify, defend and hold harmless Owner and its officers, directors, Affiliates, lenders, agents, employees, contractors,
and representatives from and against all third party claims and associated demands, actions, lawsuits, proceedings and Losses arising
out of or resulting from: (i) any personal injury or property damage directly caused by Beacon’s failure to comply with any
of the terms and conditions set forth in this Agreement; (ii) any dispute between Beacon and any of its agents, employees, contractors
or representatives; (iii) Beacon’s ownership, operation, management, maintenance, repair or replacement of the Facility;
(iv) the use, storage, generation, release or disposal of any Hazardous Materials or Waste on, under, about or from the Facility;
(v) the transportation and delivery of any of Owner’s Product or the loading or unloading of the same; or (vii) the use,
storage, purchase or sale or processing of any matter relating to the Glycerin Co-Product.


 


(b)           Except
to the extent directly caused by the acts or omissions of Beacon or any of its agents, employees, contractors or representatives
Owner shall indemnify, defend and hold harmless Beacon and its officers, directors, Affiliates, lenders, agents, employees, contractors,
and representatives from and against any and all third party claims and associated demands, actions, lawsuits, proceedings and
Losses arising out of or resulting from: (i) any personal injury or property damage directly caused by Owner’s failure to
comply with any of the terms and conditions set forth in this Agreement; (ii) Owner’s failure to pay for any of Owner’s
Feedstock; (iii) any dispute between any supplier of Owner’s Feedstock and Owner or any of Owner’s agents, employees,
contractors or representatives, and (iv) the transportation by Owner of any of Owner’s Product that is Delivered at the Facility
or the unloading of the same.


 


ARTICLE IX

RISK OF LOSS


 


9.1          Risk
of Loss. Beacon and Owner agree that, as between them, (i) the risk of loss with respect to Owner’s Feedstock, Owner’s
Work-In-Process, and Owner’s Product shall be borne by Owner while the same are located at the Facility, and (ii) Owner shall
be entitled to receive and retain all insurance proceeds paid on account of loss or damage to Owner’s Feedstock, Owner’s
Work-In-Process and/or Owner’s Product; provided if Owner requires a third party carrier insure any portion of Owner’s
Product pursuant to Section 8.2 while such carrier is transporting the same, then the provisions of this section shall not apply
to such portion of Owner’s Product while it is in the care or custody of said third party carrier.


 


ARTICLE X

TAXES


 


10.1          Responsibility
for Taxes. Owner shall be responsible for collecting and remitting all Passthrough Taxes and Feedstock Sales Taxes. Unless
Owner furnishes a valid certificate of exemption to Beacon, if any Passthrough Tax is to be collected by Beacon and remitted to
the applicable taxing authority upon the delivery of any of Owner’s Product to Owner, then Owner shall, at its option, either
(i) pay Beacon for the amount of such Passthrough Tax, in which case Beacon shall be responsible for tendering the same to such
taxing authority, or (ii) pay the Passthrough Tax directly to such taxing authority. If Owner is liable for the payment of any
Biodiesel Business Taxes under Applicable Law, then Owner may deduct the amount of such Biodiesel Taxes from the Toll Fee and remit
the same to the applicable taxing authority.


 


10.2          Cooperation.
Beacon and Owner shall cooperate with each other and use commercially reasonable efforts to assist the other in entering into such
arrangements as the other may reasonably request in order to minimize, to the extent lawful and feasible, the payment or assessment
of any taxes relating to the transactions contemplated by this Agreement.


  


[**] Certain information in this document has been omitted and
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portions.






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ARTICLE XI

DEFAULT AND REMEDIES


 


11.1         Beacon
Default. Whenever used in this Agreement, the term “Beacon Default” shall mean any of the following events
for so long as such event shall not have been remedied:


 


(i)           Beacon’s
failure to timely pay any amount that Beacon owes Owner under this Agreement or the Existing Biodiesel Toll Production Agreement,
unless Beacon cures such failure within three (3) days after its receipt of written notice of such failure from Owner;


 


(ii)           Beacon’s
failure to cause Qualifying Biodiesel Batches to be Delivered to Owner in accordance with the Production & Delivery Schedule
for any reason other than an Event of Force Majeure, subject to the limitations set forth in Section 3.5;


 


(iii)           Beacon’s
failure to comply with any of its obligations under this Agreement or the Existing Biodiesel Toll Production Agreement, excluding
the obligations described in (i) and (ii) of this Section 11.1, unless Beacon commences to cure such failure within
three (3) days after receiving written notice from Owner and Beacon continuously and diligently completes the cure thereof; or


 


(iv)           
(A) Beacon is adjudicated bankrupt or insolvent, or an order for relief under any applicable bankruptcy or insolvency statute (“Bankruptcy
Law”) is issued with respect to Beacon, (B) Beacon makes an assignment of all or substantially all of its assets for the
benefit of its creditors or a written admission that it is unable to pay its debts generally as they become due; (C) the filing
by Beacon of a petition in bankruptcy or for relief under any Bankruptcy Law or an answer or pleading admitting or failing to contest
the material allegations of any such petition (unless such petition is dismissed within ninety (90) days after the commencement
thereof), (D) the filing against Beacon of any petition in bankruptcy or for relief under any Bankruptcy Law, unless such petition
is dismissed within ninety (90) days from the date of filing thereof; or (E) the appointment of a trustee, conservator or receiver
for Beacon or for all or substantially all of its assets, unless such appointment is vacated or stayed within ninety (90) days
of such appointment).


 


11.2        Owner
Remedies. Subject to Section 11.6 and the other terms of this Agreement, upon the occurrence of any Beacon Default,
Owner may, at its election and as its sole remedies, exercise one or more of the following remedies:


 


(i)           Owner
may suspend performance of its obligations under this Agreement, including, without limitation, suspension of all further supply
of Owner’s Feedstock to Beacon until the Beacon Default is remedied; and/or


 


(ii)           Owner
may recover its damages from Beacon; and/or


 


(iii)         Owner
may terminate this Agreement, in which case (A) this Agreement shall terminate effective as of 8:00 a.m. on the day immediately
following the date Beacon receives a written termination notice from Owner, (B) Beacon shall deliver all Qualifying Biodiesel at
the Facility that is part of Owner’s Product in accordance with the terms of this Agreement; (C) Owner shall pay the Toll
Fee for such Qualifying Biodiesel, after deducting any amounts that Beacon owes Owner under this Agreement therefrom, and (D) Section
4.1(d) and Section 4.1(e) shall govern with respect to Owner’s Feedstock, Owner’s Work-In-Process
and any Out-Of-Spec Product; and/or


  


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(iv)           Owner
shall have the right to remove any portion of Owner’s Feedstock, Owner’s Work-In-Process and Owner’s Product
from the Facility; and/or


 


(v)           Owner
may obtain specific performance and injunctive relief.


 


11.3        Owner
Default. Whenever used in this Agreement, the term “Owner Default” shall mean any of the following events
for so long as such event shall not have been remedied:


 


(i)           Owner’s
failure to timely pay any amount that Owner owes Beacon under this Agreement, unless Owner cures such failure within three (3)
days after its receipt of written notice of such failure from Beacon; and/or


 


(ii)           Owner’s
failure to take delivery of Qualifying Biodiesel Batches in accordance with the Production & Delivery Schedule, unless such
failure is cured by Owner within three (3) days after it receives written notice of the same from Beacon; provided if such a failure
occurs more than two (2) times during the Term, any subsequent failure by Owner to take delivery of Qualifying Biodiesel Batches
in accordance with the Production & Delivery Schedule shall immediately constitute an Owner Default; and/or


 


(iii)          Owner’s
failure to comply with any of its obligations under this Agreement, excluding the obligations described in (i) and (ii) of this
Section 11.3, unless Owner commences to cure such failure within three (3) days after receiving written notice from
Owner and Owner continuously and diligently completes the cure thereof; and/or


 


(iv)         
(A) Owner is adjudicated bankrupt or insolvent, or an order for relief under any Bankruptcy Law is issued with respect to Owner,
(B) Owner makes an assignment of all or substantially all of its assets for the benefit of its creditors or a written admission
that it is unable to pay its debts generally as they become due; (C) the filing by Owner of a petition in bankruptcy or for relief
under any Bankruptcy Law or an answer or pleading admitting or failing to contest the material allegations of any such petition
(unless such petition is dismissed within ninety (90) days after the commencement thereof), (D) the filing against Owner of any
petition in bankruptcy or for relief under any Bankruptcy Law, unless such petition is dismissed within ninety (90) days from the
date of filing thereof; or (E) the appointment of a trustee, conservator or receiver for Owner or for all or substantially all
of its assets, unless such appointment is vacated or stayed within ninety (90) days of such appointment).


 


11.4          Beacon
Remedies. Subject to Section 11.6, the other terms of this Agreement and the Collateral Access Agreement (attached
as Addendum #1), upon the occurrence of any Owner Default, Beacon may, as its sole remedies, (i) terminate this Agreement, (ii)
recover any unpaid amounts that Owner owes Beacon hereunder, and/or (iii) recover any damages it suffers as a direct result of
such Owner Default; provided, the provisions of Section 4.1 shall apply in the event this Agreement is terminated
pursuant to this section. In the event this Agreement is terminated due any Owner Default, (i) Beacon shall not be required to
deliver any remaining Qualifying Biodiesel that is part of Owner’s Product until Owner has paid Beacon the Toll Fee for such
Qualifying Biodiesel, less any amounts that Beacon owes Owner hereunder, and (ii) Beacon may sell any such Qualifying Biodiesel
in the event Owner fails to pay Beacon such amounts within sixty (60) days after the termination of this Agreement, in which case
Beacon shall use reasonable efforts to maximize the amounts it receives from the sale of such Qualifying Biodiesel, Beacon may
deduct the Toll Fee that Owner owes Beacon for such Qualifying Biodiesel from the sale proceeds, and Beacon shall promptly remit
the remainder of such sale proceeds to Owner.


  


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11.5          Continuing
Obligations of the Parties. No exercise by a party of any remedy pursuant to this ARTICLE XI shall relieve
the other party from any of its obligations or liabilities under this Agreement, except obligations and liabilities first arising
after the termination of this Agreement that are not related to an event, matter or occurrence occurring prior to the termination
hereof. Except as otherwise expressly set forth in this Agreement, Owner and Beacon intend and agree that no remedy under this
ARTICLE XI shall be exclusive, but that each remedy shall be cumulative and in addition to any other remedy
provided under this Agreement or otherwise available to a non-defaulting party at law or in equity.


 


11.6          Waiver
of Certain Damages. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, NEITHER OWNER NOR BEACON SHALL BE LIABLE FOR ANY CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES AS A RESULT OF ITS DEFAULT UNDER OR BREACH OF THIS AGREEMENT. THE PRECEDING SENTENCE SHALL NOT BE
CONSTRUED AS LIMITING THE OBLIGATION OF EITHER PARTY UNDER THIS AGREEMENT TO INDEMNIFY THE OTHER PARTY AGAINST CLAIMS ASSERTED
BY THIRD PARTIES, INCLUDING, THIRD-PARTY CLAIMS FOR CONSEQUENTIAL, INCIDENTAL AND/OR PUNITIVE DAMAGES.


 


ARTICLE XII

FORCE MAJEURE


 


12.1         Events
of Force Majeure.


 


(a)           No
party shall be liable to the other party for any delay or failure in the performance of any of such party’s obligations under
this Agreement if and to the extent such delay or failure is a direct result of any Event of Force Majeure. In addition, the Production
& Delivery Schedule shall be modified to extend the periods for the Production & Delivery of Owner’s Product under
the Production & Delivery Schedule by the period of any delay in the conversion, processing and delivery of Owner’s Product
directly caused by an Event of Force Majeure.


 


(b)           For
purposes of this Agreement, the term “Event of Force Majeure” shall mean (i) acts of God, (ii) strikes,
lockouts, or other similar labor unrest not the fault of the party in question or involving the employees of the party in question
or its Affiliates; (iii) acts of the public enemy, (iv) acts of terrorism or sabotage, (v) utility disruption not caused by the
acts, negligence or misconduct of the party in question, (vi) wars, blockades, insurrections and riots, (vii) epidemics, and (viii)
landslides, earthquakes, fires, tornadoes, hurricanes, storms, floods and other similar acts of nature. The term “Event
of Force Majeure” shall also include Beacon’s inability to produce Owner’s Product due to any lack of Owner’s
Feedstock not directly caused by Beacon’s breach of this Agreement, negligence or willful misconduct.


 


(c)           Notwithstanding
anything to the contrary contained herein, if the period for converting, producing or delivering any Owner’s Product under
the Production & Delivery Schedule is delayed by more than fifteen (15) days by reason of an Event of Force Majeure, then Owner
may terminate this Agreement, effective as of 8:00 a.m. on the day immediately following the date Beacon receives a written termination
notice from Owner; provided, (i) if such delay is due to a lack of Owner’s Feedstock and the conditions giving rise to the
lack of Owner’s Feedstock are fully resolved during such fifteen (15) day period, then Owner shall not terminate this Agreement
as a result of such delay, and (ii) Owner shall have no right to terminate this Agreement due to a lack of Owner’s Feedstock
to the extent such lack is due to a breach by Owner of its obligations in Section 4.1(g).





 


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(d)           If
this Agreement is terminated pursuant to this section, (i) Beacon shall deliver all Qualifying Biodiesel at the Facility that is
part of Owner’s Product in accordance with the terms of this Agreement; (ii) Owner shall pay the Toll Fee for such Qualifying
Biodiesel, after deducting any amounts that Beacon owes Owner under this Agreement therefrom, and (iii) Section 4.1
shall govern with respect to Owner’s Feedstock, Owner’s Work-In-Process and any Out-Of-Spec Product.


 


ARTICLE XIII

REPRESENTATIONS AND WARRANTIES


 


13.1          Representations
and Warranties of Beacon. Beacon hereby represents and warrants to Owner that as of the Effective Date:


 


(i)           Beacon
has all requisite power and authority to carry on the business in which it is engaged and to enter into this Agreement and perform
its obligations under this Agreement;


 


(ii)          the
execution and delivery of this Agreement have been duly authorized and approved by all requisite action in accordance with Applicable
Law;


 


(iii)         the
execution and delivery of this Agreement does not, and consummation of the transactions contemplated by the Agreement will not,
violate any of the provisions of Beacon’s organizational documents, any material agreement pursuant to which Beacon, the
Facility or Beacon’s other assets are bound, or, to the best of Beacon’s knowledge, Applicable Law;


 


(iv)          this
Agreement is valid, binding, and enforceable against Beacon in accordance with its terms, subject to bankruptcy, moratorium, insolvency,
and other laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in
a court of law or equity);


 


(v)           the
Facility complies with Applicable Law in all material respects;


 


(vi)         to
the best of Beacon’s knowledge, no Hazardous Materials are located on, under or about the Facility or threatening to migrate
onto the Facility, or have been released from the Facility in violation of Applicable Law or in quantities that could require monitoring,
investigation, clean-up, remediation or abatement under Applicable Law;


 


(vii)         the
Facility is in good working order and safe condition, and, to the best of Beacon’s knowledge, no material repairs or replacements
to the Facility are likely to be required during the Term to keep the Facility properly operating at its full capacity;


 


(viii)       
the Facility has sufficient storage capacity to properly hold at least 180,000 gallons of feedstock and at least 180,000 gallons
of Owner’s Product;


 


(ix)          The
Facility is owned and operated by Beacon and is capable of producing biodiesel in accordance with the terms of this Agreement;
and


 


(x)           Except
as otherwise expressly described on Exhibit F, (A) Beacon is not a party to any loan, credit facility, capital contribution
agreement, line of credit or other agreement that requires Beacon to obtain a third party’s consent before entering into
this Agreement or performing its obligations hereunder, and (B) the Facility is not subject to any mortgages, deeds of trust, deeds
to secure debt, financing statements or other liens.





 


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13.2         Representations
and Warranties of Owner. Owner hereby represents and warrants to Beacon that as of the Effective Date:


 


(i)           the
execution and delivery of this Agreement by Owner has been duly authorized and approved by all requisite action in accordance with
Applicable Law;


 


(ii)           Owner
has all requisite power and authority to enter into this Agreement and perform its obligations hereunder;


 


(iii)         the
execution and delivery of this Agreement does not, and consummation of the transactions contemplated by this Agreement will not
violate any of the provisions of Owner’s organizational documents, any material agreement pursuant to which Owner is bound,
or Applicable Law; and


 


(iv)         this
Agreement is valid, binding, and enforceable against Owner in accordance with its terms, subject to bankruptcy, moratorium, insolvency,
and other laws generally affecting creditors’ rights and general principles of equity (whether applied in a proceeding in
a court of law or equity).


 


ARTICLE XIV

NOTICES


 


14.1          Notices.
Except as otherwise expressly provided herein, all notices, consents, approvals, deliveries and other communications (collectively
“Notices”) which may be or are required to be given under this Agreement shall be properly made only if in writing
and sent by hand delivery, U.S. Certified Mail (Return Receipt Requested), facsimile (using reliable equipment that provided proof
of receipt), or nationally recognized overnight delivery service (such as Federal Express or UPS Next Day Air), with all delivery
charges paid by the sender, to the address of Beacon or Owner, as applicable, set forth below or such other address as either may
designate to the other by written notice. All Notices shall be effective upon receipt. If Beacon or Owner refuses to accept any
Notice, the same shall be deemed delivered on the date of such refusal.


 


	If to Beacon:	Beacon Energy (Texas) Corp.
	 	3102 Windmill Road
	 	Cleburne, Texas 76033
	 	Attn: Micah Goldberg
	 
	with a copy to:	Frost Brown Todd LLC
	 	201 North Illinois Street, Suite 1900
	 	Indianapolis, Indiana  46244-0961
	 	Attn: Kimera Hall
	 
	If to Owner:	Delek Renewables, LLC
	 	7102 Commerce Way,
	 	Brentwood, Tennessee  37027
	 	Attn: Mark Page
	 
	with a copy to:	Delek US Holdings, Inc.
	 	7102 Commerce Way,
	 	Brentwood, Tennessee  37027
	 	Attn: Andy Schwarcz


 


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	with copy to:	Bradley Arant Boult Cummings, LLP
	 	1600 Division Street, Suite 700
	 	Nashville, Tennessee  37203
	 	Attn: David Rutter


 


In the event a Notice
begins the running of a time period under this Agreement during which either Purchaser or Beacon is obligated to respond or else
have its approval deemed granted, then such Notice must have the following legend, in a prominent position on its exterior packing
and interior: “TIME SENSITIVE REQUEST - RESPONSE REQUIRED WITHIN A FINITE NUMBER OF DAYS.”


 


ARTICLE XV

GOVERNING LAW AND DISPUTE RESOLUTION


 


15.1          Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
TEXAS, AS THE SAME MAY BE AMENDED, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.


 


15.2          Jurisdiction;
Venue. EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES FEDERAL COURTS HAVING JURISDICTION OVER
JOHNSON COUNTY, TEXAS FOR ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT. EACH PARTY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW
OR IN THE FUTURE HAVE TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


15.3          Waiver
of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT
TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO A DISPUTE UNDER THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


 


15.4          Mediation.
In event of a dispute under this Agreement (the “Dispute”), Owner and Beacon agree to engage in non-binding mediation
prior to commencing any litigation with respect to the Dispute. The mediation shall occur in Dallas, Texas or such other place
as is mutually agreed upon by Owner and Beacon, in writing, within thirty (30) after Owner or Beacon, as applicable, gives the
other written notice of a Dispute. In the mediation process, the parties will try to resolve their differences voluntarily with
the assistance of an independent, impartial mediator who will attempt to facilitate negotiations. The mediator will be selected
by agreement of the parties. If the parties cannot agree on a mediator within fifteen (15) days after one party sends notice to
the other requesting mediation, a mediator will be designated by the American Arbitration Association (“AAA”). Any
mediator so designated must be acceptable to both parties. The mediation will be conducted under the auspices of the Commercial
Mediation Rules of the AAA and as specified by the mediator. The parties agree to discuss their differences in good faith and to
attempt, with the assistance of the mediator, to reach an amicable resolution of the Dispute. The mediation will be treated as
a settlement discussion, and all discussions, proposals and settlement offer will be Confidential Information for purposes hereof.
The mediator may not testify for either party in any later proceeding relating to the Dispute. No recording or transcript shall
be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator
will be shared equally by the parties. If the parties do not resolve a Dispute through mediation within forty-five (45) days after
Owner or Beacon, as applicable, gives the other party written notice of such Dispute, then either Owner and Beacon may commence
litigation to resolve such Dispute.


  


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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15.5          Costs
and Attorneys’ Fees; Interest. Subject to compliance with Section 15.4, the prevailing party in any dispute
arising under this Agreement or related to the transactions contemplated by this Agreement shall be entitled to recover its reasonable
legal costs (including, without limitation, court costs, expert witness and attorneys’ fees) in the manner and amount to
be determined by the court. Any judgment providing for the payment of money damages shall include interest, as determined by the
court, which interest shall accrue at the Base Rate from the date of any default or other breach of this Agreement until such judgment
is paid in full.


 


ARTICLE XVI

assignment & delegation


 


16.1          Assignment.
Beacon shall not assign this Agreement, or any interest herein, nor shall Beacon delegate any of its duties under this Agreement,
without the prior written consent of the Owner, which consent shall not be unreasonably withheld, qualified or delayed. Owner shall
not assign this Agreement, or any interest herein, without obtaining Beacon’s prior written consent, which consent shall
not be unreasonably withheld, qualified or delayed, except Owner may assign this Agreement to any of Owner’s Affiliates and
to Owner’s lenders. If any of Owner’s lenders acquires Owner’s right, title and interest in this Agreement, the
limitations on assignment set forth in this section shall not apply to such lender, but such lender shall be required to obtain
Beacon’s consent prior to assigning this Agreement to a third party, which consent shall not be unreasonably withheld, qualified
or delayed. If either Beacon or Owner assigns this Agreement, or any interest herein, in accordance with the terms of this Section
16.1, it shall remain primary liable for the satisfaction of its obligations and liabilities hereunder, unless the other
party agrees, in writing, to release it from such obligations and liabilities (in whole or in part); provided if Owner’s
lender acquires Owner’s right, title and interest in this Agreement and thereafter assigns the same, such lender shall be
released from all obligations and liabilities arising under this Agreement to the extent its assignee assumes the same, in writing,
for the benefit Beacon.


 


16.2          Change
of Control. An assignment of this Agreement requiring consent under Section 16.1 shall be deemed to have
occurred if in a single transaction or in a series of transactions the ownership interests (whether stock, partnership interests,
membership interests or other) of Beacon or any parent company of Beacon are transferred, diluted, reduced or otherwise affected
with the result that the present owners have less than a 51% ownership interest in Beacon or its parent company,
as applicable, or cease to control the management and operation of Beacon or its parent company, as applicable.


 


ARTICLE XVII

GENERAL TERMS


 


17.1          Amendments.
This Agreement may not be amended, modified, varied or supplemented except by an instrument in writing signed by each party.


  


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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17.2          Successors
& Assigns. This Agreement, and each and every provision hereof, shall be binding upon and shall inure to the benefit of
the respective parties to this Agreement, and, if any be permitted under this Agreement, their respective successors, successors-in-title,
representatives, and assigns. Each and every successor-in-interest to any party to this Agreement, whether such successor acquires
such interest by way of purchase or by any other method, shall hold such interest subject to all of the terms and provisions of
this Agreement.


 


17.3          Waiver.
No failure to exercise or delay in exercising any right or remedy arising from this Agreement shall operate or be construed as
a waiver of such right or remedy. Except as expressly provided in this Agreement, performance of any condition or obligation to
be performed under this Agreement shall not be deemed to have been waived or postponed except by an instrument in writing signed
by the party who is claimed to have granted such waiver or postponement. No waiver by any party whether pursuant to the terms of
this Agreement or by written instrument signed by the party granting such waiver shall operate or be construed as a waiver in respect
of any failure or default not expressly identified with respect to such waiver or in any such written waiver, whether of a similar
or different character and whether occurring before or after such waiver.


 


17.4          No
Third-party Beneficiaries. Except for the indemnities set forth in Section 8.8, nothing in this Agreement shall
otherwise be construed to create any duty to, or standard of care with reference to, or any obligation or liability to any person
or entity other than a party to this Agreement.


 


17.5          Remedies.
Except as otherwise provided in this Agreement, no remedy conferred by any of the provisions of this Agreement is intended to be
exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise under Applicable Law, and
a party’s election of any one or more of such remedies shall not constitute a waiver by such party of the right to pursue
any other available remedy. Each remedy shall be cumulative and shall be in addition to every other remedy which is available under
this Agreement or under Applicable Law. Any reference to law in this Section 17.5 shall be a reference to Applicable
Law.


 


17.6          Independent
Contractor. The rights, duties, obligations and liabilities of each party under this Agreement shall be individual, not joint
or collective. The parties acknowledge and agree that it is not the intention of the parties to create, nor shall this Agreement
be deemed or construed to create, a partnership, joint venture or other association or a trust. Neither party, nor its employees,
agents or Affiliates, are, nor shall they purport to act as, employees, agents, or representatives of the other, except as expressly
set forth in this Agreement; and each party is and shall act as an independent contractor, maintaining full responsibility and
complete control over all of its respective employees and operations. In their relations with each other under this Agreement,
the parties shall not be considered fiduciaries.


 


17.7          Severance
of Invalid Provisions. The terms and conditions of this Agreement shall be read and interpreted so as to render them consistent
with each other in order to effect the intents and purposes of the parties. Whenever possible, each provision of this Agreement
shall be interpreted in a manner as to be effective and valid under Applicable Law, but if for any reason any clause or provision
of this Agreement, or the application of any such clause or provision in a particular context or to a particular situation, circumstance
or person is held to be prohibited, invalid or unenforceable by any governmental authority, then the application of such clause
or provision in contexts or to situations, circumstances or persons other than that in or to which it is held prohibited, invalid
or unenforceable, shall not be affected thereby, and the clauses and provisions of this Agreement shall nevertheless remain in
full force and effect.


 


17.8          Compliance
with Laws. In performance of their respective obligations under this Agreement, Beacon and Owner shall each comply with all
Applicable Laws.


  


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.






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17.9         Expenses.
Each party shall be responsible for and bear all of its own costs and expenses incurred in connection with the preparation, negotiation,
execution, and delivery of this Agreement.


 


17.10       Texas
DTPA Waiver. EACH PARTY EXECUTING THIS AGREEMENT HEREBY WAIVES ITS RESPECTIVE RIGHTS, IF ANY UNDER THE DECEPTIVE TRADE PRACTICES-CONSUMER
PROTECTION ACT, SECTION 17.41, ET SEQ., TEXAS BUSINESS & COMMERCE CODE, WHICH IS A LAW THAT GIVES CONSUMERS SPECIAL
RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION. EACH PARTY EXECUTING THIS AGREEMENT VOLUNTARILY
CONSENTS TO THIS WAIVER. IN ADDITION, EACH PARTY EXECUTING THIS AGREEMENT HEREBY REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT
(A) SUCH PARTY’S LEGAL COUNSEL WAS NOT DIRECTLY OR INDIRECTLY IDENTIFIED, SUGGESTED, OR SELECTED BY THE OTHER PARTY OR BY
AN AGENT OF SUCH OTHER PARTY AND (B) NEITHER PARTY EXECUTING THIS AGREEMENT IS IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION.



 


17.11       Entire
Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes
and replaces any understandings, Agreements, or representations by or among the parties, written or oral, prior to the Effective
Date, to the extent they relate in any way to the subject matter or this Agreement.


 


17.12       Counterpart
Execution. This Agreement and any other document permitted or required to be executed hereunder may be executed in any number
of counterparts and by the different parties thereto in separate counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute one and the same document. The parties agree that a facsimile,
digital or other electronic copy of any party’s signature to this Agreement shall have the same effect as an original signature;
provided, however, that, as soon as possible after the effectiveness of this Agreement, each party shall send original
executed signature pages to the other party.


 


17.13       Holidays.
If any event provided for in this Agreement is scheduled to occur on a day which is a United States (that is, Federal) legal holiday
or a Saturday or Sunday, such event shall take place on the next succeeding day that is not such a Federal legal holiday or a Saturday
or Sunday.


 


17.14       Survival.
The indemnities set forth in this Agreement shall survive the expiration or termination of this Agreement.


 


17.15       Confidentiality.


 


(a)          Subject
to the other terms hereof, Beacon and Owner agree to (i) hold the Confidential Information in strict confidence and not disclose
the same, (ii) not use the Confidential Information for any purpose other than such party’s performance of the terms and
conditions of this Agreement or as expressly required by Applicable Law. All Confidential Information shall be used by a party
solely for the purposes of performing its obligations under this Agreement and not for any other purpose. Each party shall inform
its officers, directors, employees, representatives and agents to whom any Confidential Information is disclosed of the confidential
nature of this Agreement, such terms and conditions, and such information and of the need to maintain such in confidence and shall
disclose the terms and conditions of this Agreement and Confidential Information to its officers, directors, employees, representatives
or agents only on a “need-to-know” basis.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


 



    	Page 37 of 40



    	 



    

 


(b)          In
the event of a request or demand by any governmental authority or any entity or person that is not a party to this Agreement for
the disclosure of any Confidential Information, the party receiving such request or demand shall promptly give written notice of
such request or demand to the other party so that such other party shall have a reasonable opportunity to take action to prevent
or limit the requested disclosure.  The parties shall cooperate to take reasonable steps (including, without limitation, seeking
an appropriate protective order) to prevent or limit disclosure of its Confidential Information.


 


(c)          Beacon
and Owner agree that if, in the absence of a protective order, either party is legally required to disclose any Confidential Information,
such party may disclose the same without liability under this Agreement, but, in such event, the disclosing party shall not be
relieved of any liability under this Agreement for any other disclosures by it (or any of its agents, employees, contractors or
representatives) which are not permitted by this Agreement.


 


(d)          Except
as otherwise provided in this Agreement and without prejudice to any other rights or remedies which a party may have, each party
acknowledges and agrees that damages would not be an adequate remedy for any breach of this section and that, to the fullest extent
permitted by Applicable Law, each party shall be entitled to the remedies of injunction, specific performance, and other equitable
relief (without a showing that monetary damages are unavailable, or posting of bond, or other similar actions) for any threatened
or actual breach of this section by such other party or any other relevant person. Further, each party acknowledges and agrees
that the Confidential Information of the other party is a valuable asset of the other party which, if known to a third party, may
result in harm to such other party or to those with which such other party has a contractual, fiduciary, or other relationships
and that for those and other reasons, such other party would be irreparably damaged if this Agreement were not specifically enforced
in the event of a breach of this Agreement.


 


17.16       This
Section 17.15 shall survive the termination of this Agreement for a period of two (2) years.


 


17.17       Conditions
Precedent. This Agreement is contingent upon the following conditions being satisfied: (i) Owner obtaining any approvals of
this Agreement that Owner is required to obtain from its lenders or any lenders of Owner’s parent company; (ii) Owner obtaining
approval of this Agreement by counsel for the Master Limited Partnership being formed by an Affiliate of Owner and Owner’s
Texas counsel; and (iii) Owner’s risk manager having approved any differences between the insurance provisions set forth
in this Agreement and the insurance provisions set forth in the Existing Biodiesel Toll Production Agreement. If the foregoing
conditions are not satisfied, Owner and Beacon shall use good faith efforts to renegotiate and revise the applicable provisions
necessary to satisfy the foregoing conditions. If the parties are unable to agree upon any such revisions, then Owner may terminate
this Agreement by giving written notice to Beacon on or before March 30, 2012.


 


17.18       Conflict
with Exhibits and Other Attachments. To the extent that any of the terms, covenants, or conditions of any Exhibit, Schedule,
Appendix, or Annex to this Agreement are inconsistent with the terms, covenants, or conditions of this Agreement, the terms, covenants,
and conditions of this Agreement shall control.


 


17.19       Further
Assurances. Each party hereto agrees to execute, acknowledge, deliver, file, record and publish such further agreements, certificates,
amendments of certificates, instruments, or documents as may be required by Applicable Law or may be necessary or desirable to
carry out the provisions of this Agreement or the activities contemplated by this Agreement.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


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17.20      Compliance
with Applicable Law.


 


(a)          In
Beacon's performance of its obligations under this Agreement, Beacon shall maintain its facilities such as to comply in all material
respects with all Applicable Laws and with Beacon’s personnel, process and operations safety, and environmental standards
and policies, as such are in effect from time to time. Beacon shall have the sole right and authority to make all decisions with
respect to the construction, maintenance, and operation of the Facility.


 


(b)          Beacon
shall keep and maintain records as required by all Applicable Laws. Beacon shall provide Owner with a copy of any such reports
which are material and germane to the actual receipt and storage of Owner’s Feedstock, the conversion, production, storage
and shipment of Owner’s Products, or the collection of any amounts due for the sale of Owner’s Products or payment
of accounts receivable which arise after the Effective Date. Beacon shall promptly notify Owner of any incidents involving the
Owner’s Feedstock, Owner’s Work-In-Process, or Owner’s Products which materially limit, restrict, prohibit or
otherwise adversely affect Beacon's performance under this Agreement.


 


17.21       Time
of the Essence. For purposes of this Agreement, time shall be considered of the essence.


 


17.22       Addendum.
Beacon and Owner acknowledge and agree the Addendum #1 and Addendum #2 are attached to this Agreement and incorporated herein by
reference.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


 



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IN WITNESS WHEREOF,
Beacon and Owner have each executed and delivered this Agreement as of the Effective Date.


 





	 	BEACON:
	 	 	 
	 	BEACON ENERGY (TEXAS) CORP.
	 	 	 
	 	By:	/s/ Micah Goldberg
	 	Name:	Micah Goldberg
	 	Title:	Vice President


 


	 	OWNER:
	 	 	 
	 	Delek Renewables, LLC
	 	 	 
	 	By:	/s/ H. Pete Daily
	 	Name:	H. Pete Daily
	 	Title:	  VP
	 	 	 
	 	By:	/s/ Frederek Green
	 	Name:	Frederek Green
	 	Title:	 VP


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


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EXHIBIT A


 


certificate of
analysis


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.



    	 



    	 



    

 





 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


    	 



    	 



    

 


exhibit B


 


Production
& Delivery Schedule


 


	Date	 	Daily Delivery Schedule	 	Production Schedule
	[**]	 	[**]	 	[**]
	 	 	 	 	 
	Total Gallons Delivered	 	April	 	[**]
	 	 	May	 	[**]
	 	 	June	 	[**]
	 	 	Total	 	[**]
	 	 	 	 	 
	Total Gallons Produced	 	April	 	[**]
	 	 	May	 	[**]
	 	 	June	 	[**]
	 	 	Total	 	[**]


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


    	 



    	 



    

 


exhibit C


 


standards and
specifications for biodiesel & FEEDSTOCK


 


		·	All of the standards and requirements contained for biodiesel
designated at B100 in ASTM D 6751 (as the same may be amended, modified, supplemented, interpreted or administered by ASTM from
time to time).



 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


    	 



    	 



    

 





 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


    	 



    	 



    

 


standards and
specifications for biodiesel & FEEDSTOCK (CONT.)


 





 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


    	 



    	 



    

 


standards and
specifications for biodiesel & FEEDSTOCK (CONT.)


 


Feedstock
Quality Specifications


 


	Canola:	 	Corn Oil:	 
	 	 	 	 
	Free Fatty Acid	0.5 mg/g	Free Fatty Acid	20 mg/g
	 	 	 	 
	Moisture	. 20%	Moisture	50%
	 	 	 	 
	Sediment	.10%	Sediment	.50%



 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


 



    	 



    	 



    

 


EXHIBIT D


 


representatives


 


		·	Owner’s representative shall be Mark Page.



 


		·	Beacon’s representative shall be Micah Goldberg.



 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


 


    	 



    	 



    

 


exhibit E


 


INITIAL feedstock
blend


 


Crude Degummed
Soybean oil 60%


Yellow Grease
40%


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.


 



    	 



    	 



    

 


Exhibit F


 


required consents


 


none


 


[**] Certain information in this document has been omitted
and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.


 



    	 



    	 



    

 


Addendum #1


 


cOLLATERAL ACCESS
AGREEMENT


 


As part of the approvals
required under Section 17.16, the parties shall endeavor, in good faith and with reasonable diligence, to enter into a mutually
agreeable collateral access agreement (the “Collateral Access Agreement”) with Owner’s lenders or any lenders
of Owner’s parent company with respect to Owner’s Feedstock, Owner’s Work-In-Process or Owner’s Product.
Once the Collateral Access Agreement is fully executed, the parties shall attach the same in place of this Addendum #1.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.





 



    	 



    	 



    

 


Addendum #2


 


right of first
opportunity


 


Throughout the term
of this Agreement, as the same is extended, Owner shall have a right of first opportunity to acquire the Facility (the “Right
of First Opportunity”), upon the terms and conditions set forth in this Addendum #2, in the event Beacon desires to sell,
transfer or convey its interest in the Facility (a “Sale Transaction”); provided, however, the Right of First Opportunity
shall not apply during any period when there is a then outstanding and uncured Owner Default. Prior to entering into any Sale Transaction,
Beacon shall send a written statement (a “Transaction Statement”) to Owner detailing the terms and conditions upon
which Beacon is willing to enter into a Sale Transaction with Owner. Beacon may, at its option and expense, will hire an investment
banker with a specialty in the biofuels industry, to perform an appraisal of the Facility before it sends a Transaction Statement
to Owner, in which case Beacon shall furnish Owner with a copy of such appraisal. Owner shall have a period of thirty (30) days
after its receipt of a Transaction Statement to notify Beacon, in writing, if it is interested in acquiring the Facility on the
terms and conditions set forth in the Transaction Statement. If Owner timely notifies Beacon that it desires to exercise its Right
of First Opportunity, Beacon and Owner shall endeavor, in good faith and with reasonable diligence, to negotiate and enter into
a binding agreement with respect to such Sale Transaction, containing the terms and conditions set forth in said Transaction Statement,
as the same may be modified by mutual agreement of Beacon and Owner (a “Purchase Contract”). Beacon shall not market
(or permit the marketing of) the Facility or engage in negotiations, discussions or other communications regarding any Sale Transaction
with a person or entity other than Owner for a period of thirty (30) days after Owner exercises the Right of First Opportunity
in connection with any Transaction Statement.


 


If (i) Owner does not
exercise the Right of First Opportunity within thirty (30) days after its receipt of a Transaction Statement, (ii) Owner notifies
Beacon that it is not interested in purchasing the Facility upon the terms set forth in a Transaction
Statement, or (iii) the parties do not enter into a Purchase Contract within thirty (30) days after Owner’s exercise of the
Right of First Opportunity following its receipt of a Transaction Statement, then, for a period of two hundred seventy (270) days
thereafter, Beacon may enter into a Sale Transaction with a third party on terms that are at least as favorable to Beacon as those
set forth in such Transaction Statement (including, without limitation, the purchase price for the Facility and other consideration
payable to Beacon). If Beacon completes a Sales Transaction with a third party in compliance with the terms of this Agreement (including,
without limitation, this Addendum #2), this Agreement shall remain in full force and effect.


 


If Beacon enters into
an agreement to sell, transfer or convey the Facility to a Third Party in accordance with the terms of this Addendum #2 and Beacon
thereafter desires to modify the terms of such agreement in a manner that makes it less favorable than those set forth in the applicable
Transaction Statement, then Beacon shall be required to submit a new Transaction Statement to Owner and Owner may exercise the
Right of First Opportunity, within the time period set forth above, in connection therewith. In addition, if Beacon does not enter
into a Sale Transaction on terms at least as favorable to Beacon (including, without limitation, the purchase price for the Facility
and other consideration payable to Beacon) as those detailed in a Transaction Statement within two hundred seventy (270) days after
Owner’s receipt of such Transaction Statement, then Beacon may not enter into any Sales Transaction until it has submitted
a new Transaction Statement to Owner in accordance with exhibit and Owner may exercise the Right of First Opportunity in connection
therewith.


 


[**] Certain information in this document has been omitted and
filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted
portions.





 



    	 



    	 



    

 


A Transaction Statement
shall not (i) include any property other than the Facility, (ii) contain any provisions that are intended to frustrate or defeat
the Right of First Opportunity; (iii) impose any covenants, conditions, restrictions or limitations on Owner’s operation
of the Facility after it acquires the same; or (iv) require Owner or Beacon to make any alterations, additions, changes or improvements
to the Facility.


 


Notwithstanding anything
to the contrary contained herein, the Right of First Opportunity will not arise in the event that Beacon's parent company, Environmental
Quality Management, Inc., is sold or merged in its entirety into another entity, whether through a merger, stock sale, asset sale,
combination, restructuring or any other transaction, and Owner shall have no rights with respect to any such transaction; provided
this Agreement (including, without limitation, this Addendum #2) shall remain in full force and effect. In such a case, Beacon's
sole obligation is to ensure that the purchasing or surviving entity assumes Beacon's obligations under the Agreement, subject
to Owner's consent and approval as set forth in the Agreement.


 


The Right of First
Opportunity shall only benefit the following parties (collectively, the “Delek Related Parties”) (i) Delek Renewables,
LLC or (ii) any Affiliate of Delek Renewables, LLC or Delek US Holdings, Inc. to whom this Agreement is assigned (expressly or
by operation of law), including, without limitation, any entity into whom Delek Renewables, LLC is merged or consolidated. If Owner’s
right, title and interest in this Agreement is assigned to any third party who is not one of the Delek Related Parties, then the
provisions of this Addendum #2 shall be of no further force or effect; except if this Agreement is assigned, pledged, mortgaged
or hypothecated to any of Owner’s lenders as part of the collateral securing a loan, this Addendum #2 shall remaining in
full force and effect and shall not be affected by such assignment, pledge, mortgage or hypothecation, unless Owner ceases to have
any interest in this Agreement as a result of Owner’s default under such loan.


 


[**] Certain information in this document has been omitted
and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the
omitted portions.