Transaction Confirmation, dated as of May 9, 2016, by and between Iogen D3 Biofuel Partners LLC and GSF Energy, LLC
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].
|Iogen D3 Biofuel Partners LLC||Effective Date: May 9, 2016|
|This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated May 9, 2016, and its terms shall be binding upon execution by the parties.|
GSF Energy, L.L.C.
680 Andersen Drive
Foster Plaza 10, 5th Floor
Pittsburgh, PA 15220
Attn: General Counsel
Phone: 412 ###-###-####
Fax: (412) 542-1577
Iogen D3 Biofuel Partners LLC
2200 Wilson Blvd Suite 310
Arlington VA, 22201
U.S.A. Attn: Contract Administration
Phone: (613) 733-9830
With a duplicate copy to:
310 Hunt Club Road East
Canada K1V 1C1
Attention: Contract Administration
(1) Floor Price Gas: [***]
(2) Floating Price Gas: [***]
|Delivery Period: Begin: [***]||End: [***]|
Performance Obligation: Seller shall, subject to the terms of this Transaction Confirmation, deliver and Buyer shall purchase the RB produced by the Project that is not delivered to Shell Energy per the transaction confirmation between Seller and Shell Energy of even date herewith for each Day of the Delivery Period, as set forth in, and subject to, the Additional Conditions below. Seller agrees to dedicate solely to Buyer all of the RB produced by the Project as of the commencement of the Delivery Period up to the Contract Quantity.
Contract Quantity: The Contract Quantity for each Month during the Delivery Period shall be the lesser of [***].
The Delivery Point shall be Sales Meter Numbers: [***] and [***] at the Project.
Buyer and Seller agree that Seller is solely responsible for all transportation and related pipeline charges for the transportation of RB to the Delivery Point(s) and Buyer is solely responsible for all transportation and related pipeline charges for the transportation of the RB at and from the Delivery Point(s).
The payment in respect of percentages of Net Proceeds shall be made in accordance with the provisions set forth in Controlled Cash Account Disbursements below.
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IN WITNESS WHEREOF, the parties have signed this Transaction Confirmation in multiple counterparts, effective as of the Effective Date.
|GSF Energy, L.L.C.||Iogen D3 Biofuel Partners LLC|
|Title: Vice President||Name: Pat Foody|
|Date: 5-9-16||Title: Executive Vice President|
|Date: May 9, 2016|
|Montauk: Montauk Energy Holdings, LLC||Iogen Parent: Iogen Holdings Corporation|
|For the limited purpose of making the representations, warranties and covenants of Montauk set forth in the Additional Conditions||For the limited purpose of making the representations, warranties and covenants of Buyer and Iogen Parent set forth in the Additional Conditions|
|By: /s/ Martin L. Ryan||By: /s/ Pat Foody|
|Title: Vice President||Title: Executive Vice President Advanced Biofuels|
|Date: 5-9-16||Date: May 9, 2016|
Annex 1 - Shell Energy Credit Requirements
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