EX-10.25





 Exhibit 10.25 

Base Contract for Sale and Purchase of Natural Gas 

This Base Contract is entered into as of the following date: May 9, 2016. The parties to this Base Contract are the following: 

 

									
	 GSF Energy LLC
	 	and	  	 Iogen D3 Biofuel Partners LLC

	a Delaware limited liability company	 		  	a Delaware limited liability company
	Duns Number:	 	 [***]
	 		  	Duns Number:	  	  

	Contract Number:	 	  
	 		  	Contract Number:	  	  



											
	U.S. Federal Tax ID Number:	 	74-2799953	 	  	 		  	U.S. Federal Tax ID Number:	  	81-2215731

  

															
	Notices:	  		  		  	
	680 Andersen Dr., Foster Plaza 10, 5th Floor, Pittsburg, PA 15220	  	2200 Wilson Boulevard Suite 310, Arlington, VA 22202
	Attn: General Counsel	  	Attn: Contract Administration
	Phone: (412) 747-8718	  	Fax:	 	(412) 542-1577	  	Phone: (613) 733-9830	  	Fax:	  	[***]
					
		 		  		 		  	With a duplicate copy to:
		 		  		 		  	310 Hunt Club Road East, Ottawa, ON Canada K1V 1C1
		 		  		 		  	Attn: Contract Administration
		 		  		 		  	Phone: (613) 733-9830	  	Fax:	  	[***]
	Confirmations:	  		  		  		  	
	680 Andersen Dr., Foster Plaza 10, 5th Floor, Pittsburg, PA 15220	  	2200 Wilson Boulevard Suite 310, Arlington, VA 22202
	Attn: General Counsel	  	Attn: Contract Administration
	Phone: (412) 747-8718	  	Fax:	 	(412) 542-1577	  	Phone: (613) 733-9830	  	Fax:	  	[***]
					
		 		  		 		  	With a duplicate copy to:
		 		  		 		  	310 Hunt Club Road East, Ottawa, ON Canada K1V 1C1
		 		  		 		  	Attn: Contract Administration
		 		  		 		  	Phone: (613) 733-9830	  	Fax:	  	[***]
	Invoices and Payments:	  		  		  		  	
	680 Andersen Dr., Foster Plaza 10, 5th Floor, Pittsburg, PA 15220	  	2200 Wilson Boulevard Suite 310, Arlington, VA 22202
	Attn: Joseph Ginski, Controller	  	Attn: Contract Administration
	Phone: (412) 747-8710	  	Fax:	 	(412) 542-1572	  	Phone: (613) 733-9830	  	Fax:	  	[***]
					
		 		  		 		  	With a duplicate copy to:
		 		  		 		  	310 Hunt Club Road East, Ottawa, ON Canada K1V 1C1
		 		  		 		  	Attn: Contract Administration
		 		  		 		  	Phone: (613) 733-9830	  	Fax:	  	[***]
	Wire Transfer or ACH Numbers (if applicable):	  		  		  		  	
	BANK:    Comerica Bank, Detroit, MI	  	BANK:    BMO Harris Bank H.A.
	ABA:       [***]	  		 		  	ABA:       [***]	  		  	
	ACCT:     [***]	  		 		  	ACCT:     [***]	  		  	
	Other Details:	 		  		 		  	Other Details:	  		  		  	

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

							
	 Section 1.2
 Transaction
Procedure
	  	 ☐   Oral (default)

☐ ◆Written
	  	 Section 7.2
 Payment Date
	  	 ◆   25th Day of Month
following Month of delivery (default)
 ☐           
Day of Month following Month of delivery

				
	 Section 2.5
 Confirm
Deadline
	  	 ◆   2 Business Days after receipt (default)

☐            Business Days after receipt
	  	 Section 7.2
 Method of
Payment
	  	 ◆   Wire transfer (default)

☐   Automated Clearinghouse Credit (ACH)

☐   Check

				
	 Section 2.6
 Confirming
Party
	  	 ☐   Seller (default)

☐   Buyer

◆   GSF Energy LLC
	  	 Section 7.7
 Netting
	  	 ◆   Netting applies (default)

☐   Netting does not apply

				
	 Section 3.2
 Performance
Obligation
	  	 ◆   Cover Standard (default)

☐   Spot Price Standard
	  	 Section 10.3.1
 Early Termination
Damages
	  	 ◆   Early Termination Damages Apply (default)

☐   Early Termination Damages Do Not Apply

			
	Note: The following Spot Price Publication applies to both of the immediately preceding.	  	 Section 10.3.2
 Other Agreement
Setoffs
	  	 ◆   Other Agreement Setoffs Apply (default)

☐   Other Agreement Setoffs Do Not Apply

				
	 Section 2.26
 Spot Price
Publication
	  	 ◆   Gas Daily Midpoint (default)

☐                  
     
	  	 Section 14.5
 Choice Of Law
	  	New York
				
	 Section 6
 Taxes
	  	 ◆   Buyer Pays At and After Delivery Point (default)

☐   Seller Pays Before and At Delivery Point
	  	 Section 14.10

Confidentiality
	  	 ◆   Confidentiality applies (default)

☐   Confidentiality does not apply

	
	 ◆   Special Provisions Number of sheets attached: Three
(3)
  

◆   Addendum(s):














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

 

					
	 GSF ENERGY LLC

Party Name
	 		 	 IOGEN D3 BIOFUEL PARTNERS LLC

Party Name


  

									
	By:	 	 /s/ Martin L. Ryan
	 		 	By:	 	 /s/ Patrick J. Foody

	Name:	 	Martin L. Ryan	 		 	Name:	 	Patrick J. Foody
	Title:	 	Vice President	 		 	Title:	 	Executive Vice President

 General Terms and Conditions 

Base Contract for Sale and Purchase of Natural Gas 

SECTION 1. PURPOSE AND PROCEDURES 

1.1. These General Terms and Conditions are intended to facilitate purchase and sale transactions of Gas on a Firm or Interruptible basis. “Buyer”
refers to the party receiving Gas and “Seller” refers to the party delivering Gas. The entire agreement between the parties shall be the Contract as defined In Section 2.7. 

 

	
	The parties have selected either the “Oral Transaction Procedure” or the “Written Transaction Procedure” as indicated on the Base Contract.
	
	Oral Transaction Procedure:
	
	1.2. The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting the
agreement of the parties. The parties shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a “writing” and to have been “signed”.
Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic
means within three Business Days of a transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party
adopts its confirming letterhead, or the like, as its signature on any Transaction Confirmation as the identification and authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those relating to the
commercial terms of the transaction (i.e., price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General Terms and Conditions of this Contract
(e.g., arbitration or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties; provided that the foregoing shall not invalidate any
transaction agreed to by the parties.
	
	Written Transaction Procedure:
	
	1.2 The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the
other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of
agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting Transaction Confirmations or the passage of the Confirm Deadline without objection from the receiving party as provided in
Section 1.3.

 1.3. If a sending party’s Transaction Confirmation is materially different from the receiving party’s understanding
of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has previously sent a Transaction
Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party’s agreement to the terms of the transaction described in the sending
party’s Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are
resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the
oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the
terms of the documents shall govern in the priority listed in this sentence. 
 1.4. The parties agree that each party may electronically record all
telephone conversations with respect to this Contract between their respective employees, without any special or further notice to the other party. Each party shall obtain any necessary consent of its agents and employees to such recording. Where
the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the requirements of this Base
Contract. However, nothing herein shall be construed as a waiver of any objection to the admissibility of such evidence. 
 SECTION 2.
DEFINITIONS 
 The terms set forth below shall have the meaning ascribed to them below. Other terms are also defined elsewhere in the Contract
and shall have the meanings ascribed to them herein. 
 2.1. “Alternative Damages” shall mean such damages, expressed in dollars or dollars per
MMBtu, as the parties shall agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer. 












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

2.3. “British thermal unit” or “Btu” shall mean the International BTU, which is also called the Btu (IT). 

2.4. “Business Day” shall moan any day except Saturday, Sunday or Federal Reserve Bank holidays. 

2.5. “Confirm Deadline” shall mean 5:00 p.m. in the receiving party’s time zone on the second Business Day following the Day a Transaction
Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5:00 p.m. in the receiving party’s time zone, it shall be deemed
received at the opening of the next Business Day. 
 2.6. “Confirming Party” shall mean the party designated in the Base Contract to prepare and
forward Transaction Confirmations to the other party. 
 2.7. “Contract” shall mean the legally-binding relationship established by (i) the
Base Contract, (ii) any and all binding Transaction Confirmations and (iii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all transactions that the parties have entered
into through an EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation. 
 2.8. “Contract Price”
shall mean the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of Gas as agreed to by-the parties in a transaction. 

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

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

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

2.12. “Day” shall mean a period of 24 consecutive hours, coextensive with a “day” as defined by the Receiving Transporter in a
particular transaction. 
 2.13. “Delivery Period’ shall be the period during which deliveries are to be made as agreed to by the parties in a
transaction. 
 2.14. “Delivery Point(s)” shall mean such point(s) as are agreed to by the parties in a transaction. 

2.15. “EDI” shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the
communication of Transaction Confirmations under this Contract. 
 2.16. “EFP” shall mean the purchase, sale or exchange of natural Gas as the
“physical” side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of “Firm”, provided that a party’s excuse for nonperformance of its obligations to
deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act. 
 2.17. “Firm”
shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force
Majeure may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter.

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

2.19. “Imbalance Charges” shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the
Transporter’s balance and/or nomination requirements. 
 2.20. “Interruptible” shall mean that either party may interrupt its performance at
any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the
nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter. 
 2.21. “MMBtu” shall mean
one million British thermal units, which is equivalent to one dekatherm. 
 2.22. “Month” shall mean the period beginning on the first Day of the
calendar month and ending immediately prior to the commencement of the first Day of the next calendar month. 

2.23. “Payment Date” shall mean a date, as indicated on the Base Contract, on or before which payment is due Seller for Gas received by Buyer in the
previous Month. 
 2.24. “Receiving Transporter” shall mean the Transporter receiving Gas at a Delivery Point, or absent such receiving
Transporter, the Transporter delivering Gas at a Delivery Point. 
 2.25. “Scheduled Gas” shall mean the quantity of Gas confirmed by
Transporter(s) for movement, transportation or management. 
 2.26. “Spot Price “ as referred to in Section 3.2 shall mean the price listed
in the publication indicated on the Base Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day; provided, if there is no single price published for such location for such
Day, but there is published a range of prices, then the Spot Price shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price shall be the average of the following: (i) the
price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (ii) the price (determined as stated above) for the first Day for which a price or range of prices
is published that next follows the relevant Day. 












 2.27. “Transaction Confirmation” shall mean a document, similar to the form of Exhibit A,
setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period. 
 2.28. “Termination Option” shall
mean the option of either party to terminate a transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a
period as specified on the applicable Transaction Confirmation. 
 2.29. “Transporter(s)” shall mean all Gas gathering or pipeline companies, or
local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point, pursuant to a particular transaction. 

SECTION 3. PERFORMANCE OBLIGATION 

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

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

	  
 Spot Price Standard:

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

 3.3. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in
writing by both parties. 
 3.4. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation
executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance
will be compensated, and how liquidation costs will be calculated. 
 SECTION 4. TRANSPORTATION, NOMINATIONS,
AND IMBALANCES 
 4.1. Seller shall have the sole responsibility for transporting the Gas to the Delivery Point(s). Buyer shall
have the sole responsibility for transporting the Gas from the Delivery Point(s). 
 4.2. The parties shall coordinate their nomination activities, giving
sufficient time to meet the deadlines of the affected Transporter(s). Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be
delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party. 

4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a
Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer’s receipt of quantities of Gas greater than or
less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller’s delivery of quantities of Gas greater
than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such Imbalance Charges paid by Buyer. 

SECTION 5. QUALITY AND MEASUREMENT 

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












 SECTION 6. TAXES 
  

	
	The parties have selected either the “Buyer Pays At and After Delivery Point” or “Seller Pays Before and At Delivery Point” as indicated on the Base Contract.
	  
 Buyer Pays At and After Delivery Point:

 

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

 

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

 SECTION 7. BILLING, PAYMENT, AND AUDIT 
 7.1. Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for
any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing
will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month’s billing or as soon thereafter as actual delivery information is available. 

7.2. Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base Contract, in immediately available funds, on or before the
later of the Payment Date or 10 Days after receipt of the invoice by Buyer provided that if the Payment Date is not a Business Day, payment is due on the next Business Day following that date. In the event any payments are due Buyer hereunder,
payment to Buyer shall be made in accordance with this Section 7.2. 
 7.3. In the event payments become due pursuant to Sections 3.2 or 3.3, the
performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Payment from the nonperforming party will be due five Business Days after receipt of
invoice. 
 7.4. If the invoiced party, in good faith, disputes the amount of any such invoice or any part thereof, such invoiced party will pay such amount
as it concedes to be correct; provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable in industry practice to support the amount paid or disputed. In the event the parties are unable to
resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section. 
 7.5. If the
invoiced party fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published
under “Money Rates” by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate. 
 7.6. A
party shall have the right, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent
reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract. This right to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly
relevant to transactions under this Contract. All invoices and billings shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in
writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days of Notice and
substantiation of such inaccuracy. 
 7.7. Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this
Contract, the parties shall net all undisputed amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with
Section 7; provided that no payment required to be made pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. If the parties have executed a separate netting
agreement, the terms and conditions therein shall prevail to the extent inconsistent herewith. 
 SECTION 8. TITLE, WARRANTY, AND INDEMNITY 

8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and
assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s). Buyer shall have responsibility for and any liability with respect to said Gas after its delivery to Buyer at the Delivery
Point(s). 
 8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and
delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 AND IN SECTION 14.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS
FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED. 
 8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including
reasonable attorneys’ fees and costs of court (“Claims”), from any and all persons, arising from or out of claims of title, personal injury or property damage from said Gas or other charges thereon which attach before title passes to
Buyer. Buyer agrees to indemnify Seller and save it harmless from all Claims, from any and all persons, arising from or out of claims regarding payment, personal injury or property damage from said Gas or other charges thereon which attach after
title passes to Buyer. 
 8.4. Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all
Claims to the extent that such arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5. 
 SECTION 9. NOTICES 
 9.1. All Transaction
Confirmations, invoices, payments and other communications made pursuant to the Base Contract (“Notices”) shall be made to the addresses specified in writing by the respective parties from time to time. 












 9.2. All Notices required hereunder may be sent by facsimile or mutually acceptable electronic means, a
nationally recognized overnight courier service, first class mail or hand delivered. 
 9.3. Notice shall be given when received on a Business Day by the
addressee. In the absence of proof of the actual receipt dale, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party’s receipt of its facsimile machine’s confirmation
of successful transmission. If the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by
overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered five Business Days
after mailing. 
 SECTION 10. FINANCIAL RESPONSIBILITY 

10.1. If either party (“X”) has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not
then due) by the other party (“Y”) (including, without limitation, the occurrence of a material change in the creditworthiness of Y), X may demand Adequate Assurance of Performance. “Adequate Assurance of Performance” shall mean
sufficient security in the form, amount and for the term reasonably acceptable to X, including, but not limited to, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or a performance bond or guaranty (including
the issuer of any such security). 
 10.2. In the event (each an “Event of Default”) either party (the “Defaulting Party”) or its
guarantor shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or
similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a
receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit
Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day of a written request by the other party; or (viii) not have paid
any amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due; then the other party (the “Non-Defaulting Party”) shall have the
right, at its sole election, to immediately withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition to any and all
other remedies available hereunder. 
 10.3. If an Event of Default has occurred and is continuing, the
Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an
early termination date (the “Early Termination Date”) for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the Contract, each a “Terminated Transaction”. On the Early Termination Date, all
transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law or that are, in the reasonable opinion of the Non-Defaulting Party,
commercially impracticable to liquidate and terminate (“Excluded Transactions”), which Excluded Transactions must be liquidated and terminated as soon thereafter as is reasonably practicable, and upon termination shall be a Terminated
Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 10.3.1. 

 

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

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

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

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














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

	
	Other Agreement Setoffs Do Not Apply:
	
	 10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any
and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the “Net Settlement Amount”). At its sole option and
without prior Notice to the Defaulting Party, the Non-Defaulting Party may setoff any Net Settlement Amount owed to the Non-Defaulting Party against any margin or other
collateral held by it in connection with any Credit Support Obligation relating to the Contract.


 10.3.3. If any obligation that is to be included in any netting, aggregation or setoff pursuant to
Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is included in any netting, aggregation or setoff pursuant to Section 10.3.2 shall be
discounted to net present value in a commercially reasonable manner determined by the Non-Defaulting Party. 
 10.4.
As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from
the Non-Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of such amount, provided that failure to give such Notice shall not affect the validity or
enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting Party. The Net Settlement Amount shall be paid by the close of business on the second Business Day
following such Notice, which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the
then-effective prime rate of interest published under “Money Rates” by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate. 

10.5. The parties agree that the transactions hereunder constitute a “forward contract” within the meaning of the United States Bankruptcy Code and
that Buyer and Seller are each “forward contract merchants”‘ within the meaning of the United States Bankruptcy Code. 
 10.6. The Non-Defaulting Party’s remedies under this Section 10 are the sole and exclusive remedies of the Non-Defaulting Party with respect to the occurrence of any Early
Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising from the Contract. 

10.7. With respect to this Section 10, if the parties have executed a separate netting agreement with close-out
netting provisions, the terms and conditions therein shall prevail to the extent inconsistent herewith. 
 SECTION 11. FORCE
MAJEURE 
 11.1. Except with respect to a party’s obligation to make payment(s) due under Section 7, Section 10.4, and
Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term “Force Majeure” as employed herein means any
cause not reasonably within the control of the party claiming suspension, as further defined in Section 11.2. 
 11.2. Force Majeure shall include, but
not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions,
breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe;
(iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars; and (v) governmental
actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy, having the effect of law promulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to
avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to resume performance. 
 11.3. Neither
party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed; (ii) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or
(iii) economic hardship, to include, without limitation, Seller’s ability to sell Gas at a higher or more advantageous price than the Contract Price, Buyer’s ability to purchase Gas at a lower or more advantageous price than the
Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Agreement; (iv) the loss of Buyer’s market(s) or Buyer’s inability to use or resell Gas purchased hereunder,
except, in either case, as provided in Section 11.2; or (v) the loss or failure of Seller’s gas supply or depletion of reserves, except, in either case, as provided in
Section 11..2. The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges. 

11.4. Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be
within the sole discretion of the party experiencing such disturbance. 
 11.5. The party whose performance is prevented by Force Majeure must provide
Notice to the other party. Initial Notice may be given orally; however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written Notice of Force Majeure to the
other party, the affected party will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed
to have failed in such obligations to the other during such occurrence or event. 
 11.6. Notwithstanding Sections 11.2 and 11.3, the parties may agree
to alternative Force Majeure provisions in a Transaction Confirmation executed in writing by both parties. 












 SECTION 12. TERM 

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

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

14.1. This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective parties
hereto, and the covenants, conditions, rights and obligations of this Contract shall run for the full term of this Contract. No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided, either party may (i) transfer, sell, pledge,
encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or affiliate by assignment, merger or otherwise
without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder. 

14.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not
invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract. 
 14.3. No waiver of any breach of this Contract shall
be held to be a waiver of any other or subsequent breach. 
 14.4. This Contract sets forth all understandings between the parties respecting each
transaction subject hereto, and any prior contracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be
amended only by a writing executed by both parties. 
 14.5. The interpretation and performance of this Contract shall be governed by the laws of the
jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction. 
 14.6.
This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or
transaction or any provisions thereof. 
 14.7. There is no third party beneficiary to this Contract. 

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

14.9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Contract between the
parties and shall not be used to construe or interpret the provisions of this Contract. 
 14.10. Unless the parties have elected on the Base Contract not
to make this Section 14.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the employees, lenders,
royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party’s assets or of any rights under this Contract, provided such persons shall have agreed to keep such terms
confidential) except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract, (iii) to the extent necessary to implement any transaction,
or (iv) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the
terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties
shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from
the expiration of the transaction. 
 In the event that disclosure is required by a governmental body or applicable law, the party subject to such
requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall cooperate (consistent with the disclosing party’s legal obligations) with the
other party’s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party. 
 14.11.
The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract or in a Transaction Confirmation executed in writing by both parties. 












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












 EXHIBIT A – Form of Transaction Confirmation 












 SPECIAL PROVISIONS TO BASE CONTRACT FOR 

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

BY AND BETWEEN GSF Energy LLC AND Iogen D3 Biofuel Partners LLC 

DATED May 9, 2016 
 SECTION

  

			
	  2.4	  	At the end of the sentence add the phrase: “or the Friday immediately following the U.S. Thanksgiving holiday”.
		
	  2.11	  	 The definition of “Credit Support Obligation” in Section 2.11 shall be deleted in its entirety and the following substituted
in lieu thereof:
 “Credit Support Obligation(s)” shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party
to this Contract such as cash, an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, a guaranty, or other good and sufficient security of a continuing nature. The issuer of any such security
and/or the guarantor must be acceptable to the other party at its sole discretion. The other party agrees to act in a reasonable manner in evaluating such issuer and/or guarantor.”

		
	  8.1	  	The last sentence of Section 8.1 is amended by inserting the words “at and’’ between “Gas” and “after”.
		
	  8.2	  	Delete the last sentence of Section 8.2 and replace it with the following: “EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES PROVIDED IN SECTIONS 5, 8.2 AND 14.8, (A) SELLER HEREBY NEGATES ALL EXPRESS, IMPLIED, OR
STATUTORY REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING THOSE RELATING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND (B) BUYER ACKNOWLEDGES THAT IT IS RELYING ON ITS OWN
JUDGMENT IN ENTERING INTO THIS BASE CONTRACT AND EACH TRANSACTION CONFIRMATION AND IS NOT RELYING ON ANY STATEMENT OR REPRESENTATION OF SELLER OR OF ANY AGENT OR EMPLOYEE OF SELLER.”
		
	10.1	  	Delete in its entirety and replace with the following paragraph under Section 10.1: “During the term of this Contract, the parties shall be required to meet and maintain the requirements contained in each Transaction
Confirmation between the parties hereunder.”
		
	10.2	  	Delete the following text from Section 10.2: “(vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day of a written request by the other party; or
(viii)”, and add “or (vii)”.
		
	10.3.1	  	Add the following sentence to the end of the first paragraph of Section 10.3.1: “If the determination pursuant to clauses (x) and (y) above of the difference between the Market Value(s) and Contract Value(s) of
all the Terminated Transactions does not result in an amount being owed to the Non-Defaulting Party, it shall be deemed that such difference is zero.”
		
	11.2	  	Insert the phrase “and (vi) a claim of Force Majeure of the foregoing type by a third party supplying the Gas delivered or to be delivered hereunder” before the period and after the word “jurisdiction” in
the seventh line of Section 11.2.
		
	11.5	  	Section 11.5 is amended by adding the following to the end of the 2nd sentence: “but in no event more than seven (7) days from the date of such occurrence giving
rise to a claim of Force Majeure.”
		
	12	  	Delete the second sentence of Section 12 and replace it with the following: “The rights of either party pursuant to: (i) Section 7.6, (ii) Section 10, (iii) Section 13,
(iv) Section 14.10, (v) Waiver of Jury Trial provisions (if applicable), (vi) Arbitration provisions (if applicable), (vii) the obligation to make payment hereunder, and (viii) the obligation of either party to
indemnify the other pursuant hereto, shall survive the termination of the Base Contract or any transaction.”
		
	14.10	  	Add the following new sentence to the end of the first paragraph of Section 14.10: “With respect to financial statements provided in connection with the Contract, the parties shall keep such financial statements
confidential for a period of three (3) years following the date such financial statements were provided to a party.”
		
	14.12	  	Add the following new Section 14.12: “Each party agrees and acknowledges that neither party is a “utility” as such term is used in the United States Bankruptcy Code (including 11 U.S.C. § 366)
nor a provider of last resort, and each party agrees to waive and not to assert the applicability of the provisions of 11 U.S.C. § 366 in any bankruptcy proceeding wherein such party is a debtor.”
		
	14.13	  	 Add the following new section:
  

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

 
 (i) a federal agency;

 
 (ii) a State, State agency, city, county, municipality, or other political subdivision
of a State, or any instrumentality, department, or a corporation of or established by a State or political subdivision of a State;
  

(iii) an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974 (29 U.S.C. 1002);

 
 (iv) a governmental plan, as defined in Section 3 of the Employee Retirement Income
Security Act of 1974;
  
 (v) an endowment, including an endowment that is an
organization described in Section 501(c)(3) of the Internal Revenue Code of 1986; or
  

(vi) a “special entity” as defined in Section 4s(h)(2)(C) of the U.S. Commodity Exchange Act and the U.S. Commodity Futures Trading Commission
Regulation 23.401(c).

		
	14.14	  	Counterparts. This Agreement may be executed in as many counterparts as are necessary and all executed counterparts together shall constitute one and the same Agreement. The electronic transmission of a signed original
counterpart of this Agreement and transmission, or re-transmission, of an electronically-signed counterpart shall be deemed to be the same as delivery of a signed original counterpart of this Agreement. At the request of either Party, the Parties
will confirm an electronically signed or transmitted counterpart by signing an original counterpart for delivery between them by mail or courier service; provided, however, a Party’s failure to so confirm such a counterpart shall
not affect the validity and enforceability of this Agreement.
		
	14.15	  	EACH PARTY. WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION, CLAIM OR PROCEEDING RELATING TO
THIS CONTRACT.