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dJ • � • SECOND AMENDMENT TO FEEDSTOCK SUPPLY AGREEMENT CONCERNING CASH DEPOSIT AND ESCROW AGREEMENT OF SECTION 7 .4 THIS AMENDMENT TO FEEDSTOCK SUPPLY AGREEMENT CONCERNING CASH DEPOSIT AND ESCROW AGREEMENT OF SECTION 7.4 (" Escrow Amendment ") is entered into as of thisc)�may of April , 2012 , by and between the Indian River County Solid Waste Disposal District, a special district of Indian River County, Florida (" District") and INEOS New Planet BioEnergy , LLC , a Delaware limited liability company (" Company") . (Capitalized terms that are used but not defined in this Second Amendment shall have the meaning set forth in the Parties ' Feedstock Agreement or Landfill Gas Interconnect Agreement, which are described below ) . WITNESSETH WHEREAS , on July 15 , 2011 , District and Company entered into that certain Feedstock Supply Agreement ( " Feedstock Agreement") ; WHEREAS , section 7 . 4 of the Feedstock Agreement requires Company to provide an irrevocable "direct pay" letter of credit in the amount of two hundred thousand dollars ( $ 200 , 000 . 00) to ensure the performance of Company under the Feedstock Agreement ; WHEREAS , Company prefers to provide a cash deposit of two hundred thousand dollars ($ 200 , 000 . 00) , in lieu of providing a letter of credit as required in section 7 . 4 of the Feedstock Agreement, which cash deposit would serve the same purpose as the letter of credit — namely, to ensure the performance of Company under- the Feedstock Agreement ; WHEREAS , District is willing to accept a cash deposit in lieu of a letter of credit., under the terms and conditions of this Escrow Amendment ; and 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 . Cash Deposit/ Escrow . Company shall deposit with District the cash amount of two hundred thousand dollars ($ 200 , 000 . 00) which District shall hold in escrow as security to ensure the performance of Company under the Feedstock Agreement . In the event of a default by Company in its performance under the Feedstock Agreement , District may draw upon the escrowed funds to satisfy any losses , damages or other amounts due District by reason of Company ' s default . To the extent possible , the cash deposit shall exist for the same purposes , and shall be available to District to the same extent, as the letter of credit described in section 7 . 4 of the Feedstock Agreement . 1 of 3