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C;? �7 REIMBURSEMENT AGREEMENT THIS AGREEMENT is entered into as of the 24thday of January , 2012 , by and between Indian River County, a political subdivision of the State of Florida ("County") , and INEOS New Planet BioEnergy, LLC , a Delaware limited liability company ("INEOS ") . WHEREAS , INEOS intends to construct and operate a facility in Indian River County which will produce a bioethanol energy product and renewable power (" Facility") ; and WHEREAS , INEOS requires substantial electrical power from Florida Power & Light ("FPL") to construct and operate the Facility, which electrical power is not presently available at the site of the Facility; and WHEREAS , to provide such electrical power to the site of the Facility, FPL must construct significant underground electric distribution facilities , which FPL is willing to do , pursuant to the terms of, among other agreements , a "City/County Right- of-Way Agreement for Underground Installations (Non- Conversions)" between FPL and the County (FPL Agreement ') ; and WHEREAS , the County is willing to sign the FPL Agreement, and to allow construction of the underground electric distribution facilities within rights-of-way owned or controlled by the County, all as an accommodation to INEOS and FPL ; however, the County is concerned about certain liabilities placed upon the county in the FPL Agreement ; and WHEREAS , the underground electric distribution facilities to be constructed by or for FPL may serve properties other than the Facility in the future , WHEREAS , to induce the County to sign the FPL Agreement , INEOS has agreed to reimburse the County for certain liabilities which it might incur under the FPL Agreement , to the extent set forth herein , NOW, THEREFORE , in consideration of the mutual undertakings herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged , the parties agree, as follows . 1 . Recitals . The above recitals are true and correct and are incorporated herein. 2 . Definition of "Liability." For the purposes of this agreement , the term "liability" shall mean (individually and collectively) (a) any liability imposed upon the County pursuant to the FPL Agreement, and (b ) any cost or expense incurred by the County in performing any obligation placed upon it in the FPL Agreement , provided the cost or expense exceeds $ 500 in any fiscal year ( October 1 through September 30) , except Page 1 of 5