Common use of Confirmation Process Clause in Contracts

Confirmation Process. 6.2.1 The price for Product sold hereunder (the “Purchase Price”) shall be based on market-price bids from Gavilon’s customers, less (a) all documented costs incurred by Gavilon (excluding Gavilon’s customary costs for operating its business, but including any logistics costs, storage costs and other fees specifically associated with selling the Product) and (b) the Fees as described in Section 6.3. The Purchase Price for Product sold hereunder will be established through an “offer” and “confirmation” process between both Parties. Gavilon will offer market-based Product prices to Producer and Producer shall timely confirm the offered price, volume and delivery period to establish each “Confirmation” all as set forth on Exhibit “C” attached hereto. To the extent that any terms of any Confirmation conflict with the terms of this Agreement, the terms of this Agreement shall govern unless both Parties have specifically expressed their intent in writing to supersede the terms of this Agreement. Gavilon agrees to use commercially reasonable best efforts to achieve the highest Purchase Price available under prevailing market conditions. 6.2.2 Producer shall have the right to establish “flat price” pricing for Ethanol Product and Co-Product for up to [ * * * ] forward on volumes not to exceed the [ * * * ]. Additionally, Producer shall have the right to establish (i) “index pricing” for Ethanol Product for up to [ * * * ] forward and (ii) “flat price” pricing for Ethanol Product and Co-Product for up to [ * * * ] forward, in each case on volumes not to exceed [ * * * ]; provided, however, Producer must [ * * * ]. Any forward sales shall be subject to (i) the offsetting rights outlined in the Master Agreement and (ii) the net ▇▇▇▇-to-market balance of the then-existing forward contracts being within the tolerance set by Gavilon’s credit department. In the event that this Agreement is terminated in accordance with Section 13.5 or Section 13.6 below, all open contracts which comply with the terms of this Section 6.2.2 shall be honored by the Parties (subject to the rights and obligations of the Parties as set forth in Article 13 below). 6.2.3 To the extent that Producer obtains a more favorable bid or price quote for the Product (the “Favorable Terms”) from a third-party (but on terms that are otherwise customary and comparable to those set forth herein), Producer shall give oral or written notice to Gavilon of the Favorable Terms, including the Product quantities and specifications. Gavilon has the right (but not any requirement) to match the Favorable Terms and purchase the Product from Producer. If Gavilon does not provide oral confirmation (followed by written notice) to Producer of Gavilon’s agreement to purchase Product at the Favorable Terms within a reasonable time after Producer’s notice to Gavilon, the sole remedy of Producer shall be for Producer to directly sell the applicable Product on the Favorable Terms to the third-party. As of the date of this Agreement, Gavilon and Producer each anticipate that Gavilon shall have the ability to determine whether or not to match the Favorable Terms during (or within ten minutes after) any phone call received from Producer to discuss such Favorable Terms. If Gavilon elects not to match the Favorable Terms pursuant to this Section 6.2.3, Gavilon shall not receive any Fees on such third-party transaction but shall have the option to provide services for Logistics in regard to the third party transaction at Gavilon’s then-current rates.

Confirmation Process. 6.2.1 The CTG shall bid to Producer for the purchase of Product produced at the Plants either orally, in writing, or electronically (the “Bid”). CTG shall include in the Bid the quantity, shipment period and the price for such Product. Producer shall communicate in writing or electronically, its acceptance or rejection of the Bid prior to 5:00 p.m. Central Time on the day CTG provides the bid to Producer (the “Acceptance Deadline”), at which time such Bid shall automatically expire and no longer be of any effect. Notwithstanding the foregoing, prior to Producer’s acceptance of the Bid, CTG reserves the right in CTG’s sole, absolute and unreviewable discretion, to modify or withdraw the Bid and communicate in writing or electronically, such modification or withdrawal to Producer. In the event Producer fails to accept or reject a Bid prior to the Acceptance Deadline, such Bid shall be deemed rejected. Upon the acceptance of a Bid, and in any event not later than one business day after acceptance of the Bid, CTG shall deliver to Producer by facsimile (fax), electronic communication (email), or other means of delivery, a written Confirmation of Purchase and Sale Transaction substantially in the form attached hereto as Exhibit “B” and incorporated herein by this reference (the “Confirmation”). The Confirmation shall include the type and quantity of Product sold hereunder to be purchased by CTG and the firm purchase price in U.S. dollars/Unit for such Product (the “Confirmed Price”). The Confirmed Price less the CTG Service Fees (as defined below) is referred to herein as the “Purchase Price”) shall be ” payable by CTG for the Product. 6.2.2 As an alternative to Bid pricing, Producer may sell Product based on market-price bids from Gavilon’s customers, less (a) all documented costs incurred by Gavilon (excluding Gavilon’s customary costs for operating its business, but including any logistics costs, storage costs and other fees specifically associated with selling the Product) and (b) the Fees as described in Section 6.3. The Purchase Price for Product sold hereunder will be established through an “offer” and “confirmation” process between both Parties. Gavilon will offer market-based Product prices to Producer and Producer shall timely confirm the offered price, volume and delivery period to establish each “Confirmation” all as index pricing set forth on Exhibit “C” attached hereto(the “Index Price”). To Product to be sold and purchased using the extent that any terms of any Confirmation conflict Index Price shall be memorialized using Confirmations, with the terms of this Agreement, the terms of this Agreement shall govern unless both Parties have specifically expressed their intent in writing to supersede the terms of this Agreement. Gavilon agrees to use commercially reasonable best efforts to achieve the highest actual Confirmed Price and Purchase Price available under prevailing market conditionsto be determined one (1) week prior to shipment. 6.2.2 6.2.3 Producer shall have the right to establish “flat pricepricing” pricing for Ethanol Product and Co-of Product for up to [ * * * ] forward ninety (90) days forward. It is understood that the tenor of any financial contracts and any flat pricing beyond ninety (90) days, will be analyzed on volumes not to exceed the [ * * * ]. Additionally, Producer shall have the right to establish (i) “index pricing” for Ethanol Product for up to [ * * * ] forward a case-by-case basis commensurate with Producer’s financial and (ii) “flat price” pricing for Ethanol Product and Co-Product for up to [ * * * ] forward, credit status as determined by CTG in each case on volumes not to exceed [ * * * ]; provided, however, Producer must [ * * * ]. Any forward sales shall be subject to (i) the offsetting rights outlined in the Master Agreement and (ii) the net ▇▇▇▇-to-market balance of the then-existing forward contracts being within the tolerance set by Gavilon’s credit department. In the event that this Agreement is terminated in accordance with Section 13.5 or Section 13.6 below, all open contracts which comply with the terms of this Section 6.2.2 shall be honored by the Parties (subject to the rights and obligations of the Parties as set forth in Article 13 below)its sole discretion. 6.2.3 To the extent that Producer obtains a more favorable bid or price quote for the Product (the “Favorable Terms”) from a third-party (but on terms that are otherwise customary and comparable to those set forth herein), Producer shall give oral or written notice to Gavilon of the Favorable Terms, including the Product quantities and specifications. Gavilon has the right (but not any requirement) to match the Favorable Terms and purchase the Product from Producer. If Gavilon does not provide oral confirmation (followed by written notice) to Producer of Gavilon’s agreement to purchase Product at the Favorable Terms within a reasonable time after Producer’s notice to Gavilon, the sole remedy of Producer shall be for Producer to directly sell the applicable Product on the Favorable Terms to the third-party. As of the date of this Agreement, Gavilon and Producer each anticipate that Gavilon shall have the ability to determine whether or not to match the Favorable Terms during (or within ten minutes after) any phone call received from Producer to discuss such Favorable Terms. If Gavilon elects not to match the Favorable Terms pursuant to this Section 6.2.3, Gavilon shall not receive any Fees on such third-party transaction but shall have the option to provide services for Logistics in regard to the third party transaction at Gavilon’s then-current rates6.2.4 [*].

Confirmation Process. 6.2.1 The price for Product sold hereunder (the “Purchase Price”) shall be based on market-price bids from Gavilon’s customers, less (a) all documented costs incurred by Gavilon (excluding Gavilon’s customary costs for operating its business, but including any logistics costs, storage costs and other fees specifically associated with selling the Product) and (b) the Fees as described in Section 6.3. The Purchase Price for Product sold hereunder will be established through an “offer” and “confirmation” process between both the Parties. Gavilon will offer market-based Product prices to Producer (FOB Plant) and Producer shall timely confirm the offered price, volume and delivery period to establish each “Confirmation” all as set forth on Exhibit “C” B attached hereto. To the extent that any terms of any Confirmation conflict with the terms of this Agreement, the terms of this Agreement shall govern unless both Parties have specifically expressed their intent in writing to supersede the terms of this Agreement. Gavilon agrees to use commercially reasonable best efforts to achieve the highest Purchase Price available under prevailing market conditions. 6.2.2 Producer shall have the right to establish “flat price” pricing for Ethanol Product and Co-Product for up to [ * * * ] sixty (60) days forward on volumes not to exceed the [ * * * ]. Additionally, Producer shall have ratable capacity of the right to establish (i) “index pricing” for Ethanol Product for up to [ * * * ] forward and (ii) “flat price” pricing for Ethanol Product and Co-Product for up to [ * * * ] forward, in each case on volumes not to exceed [ * * * ]; provided, however, Producer must [ * * * ]Plant. Any forward sales allowed under this Section 6.2.2 shall be subject to (i) the offsetting setoff rights outlined as set forth in the Master Agreement this Agreement, and (ii) the net ▇▇▇▇-to-market balance of the then-existing forward contracts being within the analyzed credit status of the Producer and any tolerance set by Gavilon’s credit department. In the event that this Agreement is terminated in accordance with Section 13.5 or Section 13.6 belowterminated, all open contracts which comply with the terms of this Section 6.2.2 shall be honored by the Parties (subject to the rights and obligations of the Parties as set forth in Article 13 below). 6.2.3 To the extent that Producer obtains a more favorable bid or price quote for the Product (the “Favorable Terms”) from a third-party (but on terms that are otherwise customary and comparable to those set forth herein), Producer shall give oral or written notice to Gavilon of the Favorable Terms, including the Product quantities and specifications. Gavilon has the right (but not any requirement) to match the Favorable Terms and purchase the Product from Producer. If Gavilon does not provide oral confirmation (followed by written notice) to Producer of Gavilon’s agreement to purchase Product at the Favorable Terms within a reasonable time two (2) business hours after Producer’s written notice to Gavilon, the sole remedy of Producer shall be for Producer to directly sell the applicable Product on the Favorable Terms to the third-party. As of the date of this Agreement, Gavilon and Producer each anticipate that Gavilon shall have the ability to determine whether or not to match the Favorable Terms during (or within ten minutes after) any phone call received from Producer to discuss such Favorable Terms. If Gavilon elects not to match the Favorable Terms pursuant to this Section 6.2.3, Gavilon shall not receive any Fees on such third-party transaction but shall have the option to provide services for Logistics in regard to the third party transaction at Gavilon’s then-current rates. Any sale by Producer to a third-party purchaser shall occur within one (1) day following Gavilon’s failure to match the third-party purchaser’s price.