PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the "Agreement"), dated as of February 20, 2013, ismade by and between GL DAIRY BIOGAS, LLC, a Wisconsin limited liability company or itsassigns (collectively, the "Seller"), and THE COUNTY OF DANE, WISCONSIN, a Wisconsinquasi-municipal corporation (the "Buyer").

RECITALS

WHEREAS, upon the date of closing (the "Effective Date") of the purchase thereof fromLeo A. Ziegler and Carol K. Ziegler, Seller will own the land in the Town of Springfield, DaneCounty, Wisconsin, which is legally described on Exhibit A, attached hereto (the "Land"); and

WHEREAS, the Land is appropriate for the construction of an anaerobic digester forpurposes of reduction of phosphorus in the Yahara River Watershed (the "Project"); and

WHEREAS, Seller will have constructed a facility on the Land which includes ananaerobic digester, electric generation, fiber byproduct handling and associated improvements,including but not limited to the improvements identified on Exhibit B attached hereto (the"Facilities"); and

WHEREAS, Seller will have purchased certain equipment for the Project, including butnot limited to the equipment identified on Exhibit C attached hereto (the "Equipment"); and

WHEREAS, Seller will construct improvements related to the Project on the Land(collectively, the "Project Site") and will sell the Land, the Facilities (collectively with the Landreferred to herein as the "Improved Project Site"), and the Equipment to Buyer pursuant hereto;and

WHEREAS, following the sale of the Improved Project Site and Equipment pursuant tothis Agreement, Seller desires to lease the Land, the Facilities, and the Equipment from Buyer tooperate the Project; and

WHEREAS, Seller and Buyer will have also entered into the Digester Development andOperation Agreement dated as of the date hereof (the "Development and OperationAgreement"), which outlines further obligations of the parties relating to the Project; and

WHEREAS, Seller and Buyer will have also entered into a Ground Lease dated as of thedate hereof (the "Ground Lease") which outlines the obligations related to the lease of the Land;and

WHEREAS, Seller and Buyer will have also entered into a Facility Lease dated as of thedate hereof (the "Facility Lease") which outlines the obligations related to the lease of theFacilities; and

WHEREAS, Seller and Buyer will have also entered into the Equipment Lease dated asof the date hereof (the "Equipment Lease" and together with the Ground Lease and FacilityLease, the "Leases") which outlines the obligations related to the lease of the Equipment; and

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WHEREAS, as provided in the Development and Operation Agreement, Lesseeguarantees to build and operate Project which will digest manure and other substrates so that notless than 60% of the total phosphorus currently contained in the manure and not less than 100%of the of total phosphorous contained in the other substrates will be extracted from manure andother substrates received at the plant on an annual basis (the "Phosphorous RemovalRequirements") consistent with applicable standards and rules as specified in the DNR permitrequirements as provided in the attached Exhibit D (the "DNR Permits"); and

WHEREAS, as referred to herein, "Transaction Documents" will include this Agreement,the Development and Operation Agreement, the Ground Lease, the Facility Lease and theEquipment Lease; and

WHEREAS, Buyer deems it advantageous to itself and in the interest of the reduction ofphosphorus in the Yahara River Watershed to undertake the transactions contemplated in thisAgreement and the other Transaction Documents.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein,and other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto covenant and agree as follows:

1. Property. Subject to the terms and provisions of this Agreement, Seller agrees tosell to Buyer, and Buyer agrees to purchase from Seller all of Seller's right, title and interest inand to the Land, Facilities and Equipment (collectively, the "Property").

2. Purchase Price. The purchase price for the Property (the "Purchase Price") isThree Million Three Hundred Thousand and 00/100 Dollars ($3,300,000.00). The Purchase Pricewill be allocated among the Land, Facilities and Equipment as set forth in Exhibit E attachedhereto. The Purchase Price, subject to adjustments and prorations as provided for in thisAgreement, shall be paid by certified check or wire transfer at the Closing (as hereinafterdefined).

3. Title and Survey Matters.

(a) Title. Seller shall provide, at Seller's cost and expense, the title insurancecommitment and legible copies of supporting, background and title exception documents(the "Title Commitment") from the Title Company within thirty (30) days after theEffective Date.

(b) Survey. Seller shall obtain and deliver, at its sole cost and expense, anALTA plat of survey of the Property within thirty (30) days of the Effective Date, in formand substance sufficient to removal all survey exceptions from the Title Commitment andsatisfactory to Buyer and Buyer's lender, if applicable, prepared by a land surveyorregistered in the State of Wisconsin and certified to Buyer, Buyer's lender, if applicable,the Title Company and such others as Buyer may reasonably request (the "Survey").

(c) Title Objection Period. Buyer shall have thirty (30) days following receiptof the Title Commitment and the Survey, whichever is later, to deliver written titleobjections to Seller (the "Title Objections"). Seller agrees to make reasonable efforts tocure the Title Objections within fifteen (15) days of receipt of the Title Objections. If

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Seller is unable to cure the Title Objections within such fifteen (15) day period, thenBuyer shall have the option to either: (i) terminate this Agreement; or (ii) close on thepurchase of the Property, in which case Buyer shall be deemed to have accepted anyuncured title objections and waived any rights against Seller with respect thereto.Notwithstanding the foregoing, any mortgages, liens or judgments shown on the TitleCommitment that can be cured by the payment of a fixed sum of money shall be paid,satisfied or insured over by Seller on or prior to the Closing Date (as hereinafter defined).

(d) Title Policy. At the Closing, Seller shall purchase and deliver to Buyer anALTA owner's policy of title insurance (the "Title Policy") issued the by the TitleCompany in the amount of the Purchase Price, without exception or qualification otherthan any matters of record to which Buyer has not objected to as set forth in this Section3. In addition, the Title Policy shall include, a comprehensive endorsement andendorsements for GAP, survey, zoning, access and all other endorsements the Buyerdeems necessary. The cost of the Title Policy and the GAP endorsement shall be paid bySeller. Buyer shall pay for all other endorsement premiums.

4. Buyer's Contingencies. Buyer's obligation to consummate this transaction shallbe contingent upon the satisfaction or waiver by Buyer in writing of the following contingencies:

(a) Permits and Approvals. Seller obtaining from the Town of Springfield,Dane County, the State of Wisconsin and any other governmental bodies and agencieshaving jurisdiction over the Property all necessary or desired permits, approvals,agreements, easements and licenses necessary for Seller's intended use and developmentof the Property.

(b) Environmental. Seller furnishing to Buyer written environmental and/orgeotechnical reports from independent consultants confirming that: (i) all portions of theProperty are in compliance with all applicable environmental laws; (ii) no undergroundstorage tanks ("USTs") are present on the Property, and any USTs which were presentwere removed and disposed of in compliance with all laws, rules and regulations of anygovernmental authority then in effect; (iii) the Property contains no pollutants,contaminants or hazardous substances (as such terms are defined under any applicablefederal, state or local law, rule, regulation, ordinance or order), including, withoutlimitation, petroleum products, asbestos (whether friable or not), radon, lead andpolychlorinated biphenyls; and (iv) the existing soil, subsoil and topographical conditionsof the Property are satisfactory in all respects so as to permit Seller's intended use of theProperty.

(c) Zoning. Seller confirming that the Property is zoned appropriately forSeller's intended use and that there are no access restrictions which would interfere withSeller's intended use of the Property.

(d) Utilities. Seller furnishing evidence to Buyer that all necessary public orprivate utilities, including, without limitation, electricity and telephone, are currentlyavailable for use on the Property at suitable locations and at sufficient capacity forSeller's intended use of the Property and that all such utilities may be extendedthroughout the Property for Seller's intended use of the Property.

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(e) Project Completion. The deemed completion of the Project, as definedand described in Section II(I) of the Development and Operation Agreement.

If Buyer does not give Seller written notice that the contingencies set forth above havebeen satisfied or waived on or prior to December 31, 2014, then the Buyer shall have the optionto: (i) terminate this Agreement; or (ii) close on the purchase of the Property, in which caseBuyer shall be deemed to have waived the contingencies set forth above.

5. Seller's Representations and Warranties. Seller represents and warrants to Buyerand Buyer's successors and assigns, which representations and warranties shall survive theClosing, as follows:

(a) Authority. Seller has full right, power and authority and is duly authorizedto enter into this Agreement, to perform each of the covenants and obligations on its partto be performed under this Agreement and to execute and deliver, and to perform itsobligations under all documents required to be executed and delivered by Seller pursuantto this Agreement, and this Agreement constitutes the valid and binding obligation ofSeller enforceable in accordance with its terms.

(b) Condemnation. There are no existing, pending or threatenedcondemnation proceedings affecting any portion of the Property.

(c) Litigation. There is no existing, pending or threatened litigation, suit,action or proceeding before any court or administrative agency affecting the Property.

(d) Orders. There are no existing, pending or threatened governmental agencyor court orders requiring repair, alteration or correction of any condition affecting theProperty.

(e) Rights to Purchase. Seller has not granted any option agreements or rightsof first refusal with respect to the purchase of Property or any other unexpired rights infavor of third persons to purchase or otherwise acquire the Property or any interest in theProperty.

(f) Compliance. The Property complies with all building, zoning,subdivision, traffic, parking, land use, environmental, occupancy, health and otherapplicable laws, ordinances, regulations, decrees, rules or conditions of any federal, state,county, municipal or other governmental or quasi-governmental authority or agencyhaving jurisdiction over the Property.

(g) Foreign Person. Seller is not a foreign person within the meaning ofSection 1445 of Internal Revenue Code of 1954, as amended.

6. "AS-IS", "WHERE-IS" Condition. Except as is otherwise expressly provided inthis Agreement, the Property is being sold by Seller in an "AS-IS/WHERE-IS" condition andwithout warranty. Buyer acknowledges and agrees that, except as set forth in this Agreement,Seller has not made, does not make and specifically negates and disclaims any representations,warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever,whether express or implied, oral or written, past, present or future, of, as to, concerning or with

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respect to any matter with respect to the Property. Buyer further acknowledges and agrees thathaving been given a full and adequate opportunity to inspect, test and investigate the Property,Buyer is relying solely on its own inspection, testing and investigation of the Property and not onany information provided or to be provided by Seller, and Buyer agrees, except as set forth inthis Agreement, to accept the Property in its then existing "AS-IS" condition WITH ALLFAULTS on the Closing Date, and, effective at Closing, waives all objections or claims againstSeller arising from or related to the Property or its physical, environmental, economic or legalcondition.

7. Real Estate Commissions. Seller and Buyer represent and warrant to each otherthat they have not engaged the services of any broker in connection with the sale and purchasecontemplated herein. Seller and Buyer represent and warrant to each other that no brokerage feeor real estate commission is, or shall be, due or owing to any party in connection with thistransaction based on any action or contact by such party, and Seller and Buyer hereby indemnifyand hold the other harmless from any and all loss, liability, claim, cause of action, damage, costor other expense of any nature whatsoever, including, without limitation, reasonable attorneys'fees and expenses resulting from a breach of such representation and warranty.

8. Closing. If this Agreement has not been previously terminated as permittedhereunder, the Closing shall occur at the offices of the Title Company within ten (10) BusinessDays after the satisfaction or waiver of all contingencies set forth in this Agreement, unlessotherwise agreed in writing by Seller and Buyer (the "Closing Date").

(a) Closing Obligations of Seller. At the Closing, Seller shall convey theProperty to Buyer by means of warranty deed and bill of sale, subject only to thosematters of record to which Buyer has not objected to pursuant to Section 3. Seller shallexecute and deliver, or cause to be executed and delivered, to Buyer on or prior to theClosing Date: (i) a warranty deed for the Land and Facilities; (ii) a bill of sale for theEquipment; (iii) a non-foreign person affidavit; (iv) the Title Company's standardowner's affidavit as to liens and possession; (v) a settlement statement; (vi) the TitlePolicy; (vii) each of the Leases, and (viii) such other documents as may reasonably berequested by Buyer. All documents to be delivered under this Section 8 shall be in aform reasonably acceptable to Buyer.

(b) Closing Obligations of Buyer. At the Closing, Buyer shall deliver toSeller funds equal to the Purchase Price, as adjusted pursuant to the terms of thisAgreement. Buyer will execute and deliver, or cause to be executed and delivered, toSeller on or prior to the Closing Date: (i) each of the Leases, and (ii) a settlementstatement. All documents to be delivered under this Section 8 shall be in a formreasonably acceptable to Seller.

(d) Closing Costs. Buyer and Seller shall each pay their own legal feesrelated to the negotiation and preparation of this Agreement and all documents requiredto close the transaction contemplated by this Agreement. Buyer shall pay for recordingthe warranty deed and any loan documents of Buyer's lender, if applicable. Seller shallpay (i) the Wisconsin real estate transfer fee, (ii) all recording fees associated with thedischarge of Property encumbrances, and (iii) all title insurance costs and premiums for

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the Title Policy, as defined in Section 3. Any closing fees charged by the Title Companyshall be shared equally between the parties.

(0 Prorations.

(i) Real Estate Taxes and Special Assessments. Seller will pay, on orbefore the Closing Date, all special assessments levied, pending or constituting alien against the Property as of the Closing Date. Seller shall pay on or before theClosing Date all real estate taxes payable in calendar years prior to the year of theClosing Date. Real estate taxes payable in the year of the Closing Date will beprorated between Seller and Buyer as of the day of Closing Date. Seller shall payfor the real estate taxes incurred through and including the Closing Date. Buyershall pay for real estate taxes incurred from and after the Closing Date UponClosing, real estate taxes and special assessments levied in subsequent years willbe paid by Buyer.

(ii) Other Prorations. At Closing, the parties shall prorate all othercosts and expenses as of the Closing Date that are normally prorated in atransaction similar to the transaction contemplated herein. The Seller shall payfor all such expenses through and including the Closing Date. The Buyer shallpay for all such expenses from and after the Closing Date.

9. Termination and Default. Notwithstanding anything to the contrary set forth inthis Agreement, if Buyer defaults in the performance of any of its obligations hereunder, Sellermay, as its sole remedy, terminate this Agreement. Notwithstanding anything to the contrary setforth in this Agreement, if Seller defaults in the performance of any of its obligations hereunder,Buyer may, at Buyer's option: (i) terminate this Agreement and sue for actual damages; (ii) suefor specific performance; or (iii) seek any remedies available at law or equity.

• 10. Condemnation. If any of the Property is condemned under the power of eminentdomain, is the subject of a threatened condemnation, or is conveyed to a condemning authority inlieu of condemnation, Seller shall notify Buyer in writing of the threat, condemnation orconveyance within five (5) Business Days of its occurrence. Within ten (10) days of Buyer'sreceipt of such notice, Buyer shall provide Seller with written notice that Buyer elects to either(a) proceed with the Closing and receive the award or condemnation payment (or an assignmentthereof, if the same is not received by Closing), or (b) terminate this Agreement.

11. Access and Cooperation. Buyer, its agents, employees and designees, at any timeafter the Effective Date, shall have the right to enter upon the Property for the purpose ofconducting inspections, studies and investigations of the Property, and the right to inspect andexamine reports, records and plans and specifications relating to the Property. Buyer's exerciseof its right of entry and inspection shall in no event release Seller from its warranties andrepresentations as set forth herein. Seller agrees to cooperate with Buyer in Buyer's attempt tosatisfy the contingencies set forth herein.

12. Indemnification. Buyer shall indemnify, defend and hold Seller harmless fromand against any and all losses, claims, actions, liabilities, damages, liens, costs and expenses,including reasonable attorneys' fees, incurred by Seller (or its agents, consultants or affiliates)

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arising out of or related to third party claims and causes of action related to (i) any activitiesupon the Property by Buyer, its agents, contractors and employees, or (ii) the failure by Buyer toobserve or perform any of its covenants, representations or obligations under the Agreement.Seller shall indemnify, defend and hold Buyer harmless from and against any and all losses,claims, actions, liabilities, damages, liens, costs and expenses, including reasonable attorneys'fees, incurred by Buyer (or its agents, consultants or affiliates) arising out of or related to thirdparty claims and causes of action related to (i) any activities upon the Property by Seller, itsagents, contractors and employees, or (ii) the failure by Seller to observe or perform any of itscovenants, representations or obligations under the Agreement. This Section 12 shall survive theclosing or termination of the Agreement.

13. Miscellaneous.

(a) Entire Agreement. This Agreement constitutes the entire agreementbetween the parties hereto with respect to the transactions contemplated herein, and itsupersedes all prior discussions, understandings or agreements between the parties.

(b) Binding On Successors and Assigns. All of the terms, covenants andconditions of this Agreement shall inure to the benefit of and be binding upon the partieshereto and their respective successors and assigns.

(c) Waiver. The excuse or waiver of the performance by a party of anyobligation of the other party under this Agreement shall only be effective if evidenced bya written statement signed by the party so excusing or waiving. No delay in exercisingany right or remedy shall constitute a waiver thereof, and no waiver by Seller or Buyer ofthe breach of any covenant of this Agreement shall be construed as a waiver of anypreceding or succeeding breach of the same or any other covenant or condition of thisAgreement.

(d) Governing Law; Consent to Jurisdiction. This Agreement shall begoverned by and construed under the laws of the State of Wisconsin, without regard tothe principles of conflicts of law. Seller, Buyer and their respective assignees herebyconsent to the jurisdiction of the Circuit Court for Dane County, State of Wisconsin.

(e) Counterparts. This Agreement may be executed in counterparts andfacsimile or electronic mail copies of a signed Agreement shall be binding on the partywhose signature appears on the facsimile or electronic mail copy.

(0 Notices. All notices and other communications pursuant to thisAgreement shall be in writing and shall be deemed given if delivered personally, sent byelectronic mail, sent by nationally-recognized, overnight courier or mailed by registeredor certified mail (return receipt requested), postage prepaid, to the parties at the followingaddresses:

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if to Buyer at:

County of DaneDepartment of AdministrationRoom 425, City-County Building210 Martin Luther King Jr., Blvd.Madison, WI 53703Email:Facsimile:Phone:

if to Seller at:

GL Dairy Biogas, LLCAttn: Manager1900 South AvenueLaCrosse, WI 54601Email:Facsimile:Phone:

with a copy to:

Gundersen Lutheran Health SystemsAttn: General Counsel1900 South AvenueLa Crosse, WI 54601Email:Facsimile:Phone:

Such notice shall be deemed given as follows: (a) in the case of personal delivery,on the date of such delivery; (b) in the case of electronic mail (in pdf or similar "scanned"format), on the business day following the sending of said electronic mail; (c) in the caseof delivery by nationally-recognized overnight courier, on the business day followingdispatch; and (d) in the case of registered or certified mail, on the third (3 1-( ) business dayfollowing such mailing. Each party may designate a new address by written notice to theother in accordance with this Section 13(f). The inability to deliver a notice because of achanged address of which proper notice was not given shall be deemed a refusal of suchnotice.

(g) Time Periods. In the event the time for performance of any obligationhereunder expires on a day that is not a Business Day, the time for performance shall beextended to the next business day. As used herein, the term "Business Day" means anyday other than Saturday, Sunday and any day which is a legal holiday in the State ofWisconsin.

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(h) Modification of Agreement. No modification of this Agreement shall bedeemed effective unless in writing and signed by the party to be charged. Withoutlimiting the foregoing, the written consent of the Title Company shall not be necessary tochange any provision of this Agreement that does not affect the responsibilities of theTitle Company.

(i) Further Actions. On the Closing Date, or thereafter if necessary, eachparty hereto shall, without cost or expense to the other party, execute and deliver to orcause to be executed and delivered to the other party, such further instruments of transferand conveyance as may be reasonably requested, and take such other action as a partymay reasonably require to carry out more effectively the transaction contemplated herein.

(j) Captions. The captions, headings and section numbers appearing in thisAgreement are inserted only as a matter of convenience and in no way define, limit,construe or describe the scope or intent of such sections of this Agreement, nor in anyway affect this Agreement.

(k) Time of the Essence. Time is of the essence with respect to each of thematerial provisions of this Agreement.

(1) Construction of Agreement. This Agreement shall not be construed morestrictly against one party than against the other merely by virtue of the fact that it mayhave been prepared primarily by counsel for one of the parties, it being recognized thatboth Buyer and Seller have contributed substantially and materially to the preparation ofthis Agreement.

(m) Survival. Any obligations of Seller or Buyer under this Agreement,including, without limitation, contractual indemnities, that are not liquidated on theClosing Date or which by their terms may arise after the Closing Date, shall survive theClosing subject, however, to any limitations on survival expressly set forth in thisAgreement.

[Signatures on following page]

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Signature Page to Purchase Agreement

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the datefirst written above.

GL DAIRY BIOGAS, LLC

Date:

DANE COUNTY

Date:County Executive

Date:County Clerk

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EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

Lot 2 of Certified Survey Map No. , recorded with the Register of Deeds of Dane County,Wisconsin, as Document No. , comprising a part of the Northeast V4 of the SoutheastV4 of Section 33, Township 08 North, Range 08 East, Town of Springfield, Dane County,Wisconsin.

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EXHIBIT B

DESCRIPTION OF FACILITIES

416 Feet in Diameter by 16 Feet Deep, 15 Million Gallon Concrete Lagoon with Divider Wall

Compost Facility, Consisting of a 71,000 Square Foot Clear Span Building

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EXHIBIT C

DESCRIPTION OF EQUIPMENT

Backhus Self-Propelled Compost Turner

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EXHIBIT D

DNR PERMITS

[To be attached.]

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EXHIBIT E

PURCHASE PRICE ALLOCATION

Asset Description Purchase PriceAllocation

416 Feet in Diameter by 16 Feet Deep, 15 Million Gallon ConcreteLagoon with Divider Wall

$1,000,000

Compost Facility, Consisting of a 71,000 Square Foot Clear SpanBuilding

$1,400,000

Backhus Self-Propelled Compost Turner $350,000

Land $550,000

TOTAL $3,300,000

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