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CONSENT AND AGREEMENT
<br />[Landfill Gas; Construction Loan]
<br />This CONSENT AND AGREEMENT (this "Consent and Agreement") is entered into as
<br />of March 19 '2024 by Indian River County Solid Waste Disposal District, a dependent special
<br />district of Indian River County, Florida (the "Consenting Party"), and Nopetro Eco District, LLC,
<br />a Florida Limited Liability Company (the "Project Conany') for the benefit of Pathward, N.A.,
<br />a national banking association (the "Financing Party"), in connection with a financing transaction
<br />between the Financing Party and the Project Company (the "Transaction"), pursuant to which the
<br />Financing Party will loan funds to Project Company to develop, construct, own, and operate a
<br />landfill gas to renewable natural gas project subject to the Assigned Agreement defined below (the
<br />"Facili '). Defined terms used herein and not defined have the meanings given to them in the
<br />Assigned Agreement (as defined below).
<br />RECITALS
<br />WHEREAS, the original Landfill Gas Agreement dated as of July 16, 2019 ("Original
<br />Agreement"), was made between the Consenting Party and the Indian River Eco District, LLC, a
<br />Texas limited liability company (the "IRED"), as amended by that certain Amendment No. 1 to
<br />Landfill Gas Agreement dated July 14, 2020 ("Amendment No. 1"), as amended by that certain
<br />Amendment No. 2 to Landfill Gas Agreement dated May 18, 2021 ("Amendment No. 2"), as
<br />further assigned by IRED to the Project Company by that certain Assignment and Assumption
<br />Agreement dated as of November 29, 2021 ("Assi n nt"), as further amended by that certain
<br />Amendment No. 3 to Landfill Gas Agreement December 20, 2022 ("Amendment No. 3"), as
<br />further amended by that certain Amendment No. 4 to Landfill Gas Agreement dated January 23,
<br />2024 ("Amendment No. 4") (collectively, the "Assigned A egr ement');
<br />WHEREAS, pursuant to the Assigned Agreement, the Consenting Party would deliver and
<br />the Project Company would accept and purchase from Consenting Party the Landfill Gas (as
<br />defined in the Assigned Agreement) for the purpose of producing Renewable Natural Gas (as
<br />defined in the Assigned Agreement);
<br />WHEREAS, Financing Party is financing construction and operation of the Facility
<br />pursuant to a certain (i) Construction Loan Agreement, to be dated as of the date hereof
<br />("Construction Loan Agreement"), ement"), and (ii) Permanent Loan Agreement to be entered into after the
<br />maturity of the Construction Loan Agreement, as contemplated by that certain letter from
<br />Financing Party re: USDA Permanent Loan Financing Proposal for the Nopetro Eco District,
<br />LLC/Indian River Landfill Gas Projectfrom Financing Party, dated October 20, 2023 ("Permanent
<br />Loan Agreement" and together with the Construction Loan Agreement, related security
<br />agreements, guaranty, financing and collateral agreements and documents described in the
<br />Construction Loan Agreement and the Permanent Loan Agreement, "Operative Documents")
<br />between Financing Party and Project Company;
<br />WHEREAS, the Project Company has assigned or will assign to the Financing Party all of
<br />its rights, title, obligations and interest in, to and under the Assigned Agreement as security for the
<br />Project Company's obligations under the Transaction (all such assigned rights, the "Assigned
<br />Ri ghts")
<br />[00110049.4]
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