Attachment A

RNG FACILITY SITE LEASE AGREEMENT

BETWEEN

HILLSBOROUGH COUNTY

AND

WB HILLSBOROUGH LLC

Month DD, 2025

RNG FACILITY SITE LEASE AGREEMENT

This Renewable Natural Gas (“RNG”) Facility Site Lease (the “Lease”) is made effective as of the DD day of [Month], 2025 (the “Effective Date”), by and between HILLSBOROUGH COUNTY, a political subdivision of the State of Florida, with an address of 601 E. Kennedy Boulevard, Tampa, Florida 33602 (the “County”), and WB HILLSBOROUGH LLC, a Delaware limited liability company, with its principal place of business located at 150 Monument Road, #300, Bala Cynwyd, Pennsylvania 19004 (the “Tenant”). The County and the Tenant hereinafter may each be referred to as a “Party” and collectively as the “Parties”.

RECI TA LS:

WHEREAS, the County is the owner in fee simple of that certain real property located at 15960 County Road, Lithia, FL 33547, more particularly described in Exhibit “A” attached hereto, and by this reference made a part hereof (the “Landfill” or “Property” are used interchangeably throughout this Lease); and

WHEREAS, the Tenant desires to receive landfill gas (“LFG”) generated at the Landfill from the County and the County is willing to sell LFG to the Tenant pursuant to the terms and conditions of that certain Gas Rights and Development Agreement executed by the Parties (the “Gas Rights and Development Agreement”); and

WHEREAS, in order for Tenant to purchase from the County the LFG collected by the County's gas “Collection System” (as defined in the Gas Rights and Development Agreement), and convert same into Renewable Natural Gas ("RNG”), it will be necessary for Tenant to design, construct and install on the Property a "RNG Facility" (as defined in the Gas Rights and Development Agreement), including related equipment and appurtenances, for the purification, compression, and transportation of such LFG;

and

WHEREAS, the County desires to lease to the Tenant the “Leased Premises” (as defined in Section 1.2. below) which may be used by the Tenant solely for those purposes consistent with the Gas Rights and Development Agreement and this Lease.

NOW THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:

ARTICLE 1. LEASED PREMISES

1.1. Purpose. The purpose of this Lease is to provide Tenant the Leased Premises in order for Tenant to perform its obligations and exercise its rights under the Gas Rights and Development Agreement on, over, upon, across, in, through and under the Leased Premises, including ingress and egress for the production and delivery of RNG, including any and all associated environmental attributes, to one or more third parties, and for the development, engineering, construction, operation, and maintenance of the RNG Facility, and for the installation and operation of pipelines and interconnections with utilities necessary for this purpose, and for the sale, transfer or disposal of RNG; provided all such activities shall be in compliance with the terms herein and the terms and conditions of the Gas Rights and Development Agreement (the "Permitted Use"). The Tenant’s use of the Leased Premises shall not interfere with the County's use, maintenance and operation of its Landfill or the Collection System up to the “Delivery Point” (as defined in the Gas Rights and Development Agreement). For the avoidance of doubt, Tenant's reasonable operation of the RNG Facility in accordance with the Gas Rights and Development Agreement does not constitute interference with the County's use of its Landfill operations. Additionally, the Parties hereby acknowledge and agree that if there are any conflicts between the permitting, design, construction, or operation of the RNG Facility and the permitting, design, construction or operation of the County’s Landfill, the requirements of the Landfill shall control.

1.2 Leased Premises. In consideration for its receipt of the Annual Rent in accordance with Article 3 below, and for other good and valuable consideration, the County hereby leases the real property more particularly described in Exhibit “B” attached hereto, and by this reference made a part hereof (the "Leased Premises"), unto Tenant solely for the Permitted Use and for such other lawful purposes as may be incidental thereto upon the terms, covenants and conditions set forth in this Lease and those stated in the Gas Rights and Development Agreement. The Leased Premises are leased to Tenant in "as-is, where-is" condition pursuant to and as of the Environmental Baseline Report Date, and the Tenant accepts the Leased Premises in the condition described in the Environmental Baseline Report to be prepared pursuant to Section 14.2.

1.3. Access. County hereby grants to Tenant, for the use of Tenant and Tenant's agents, contractors, employees, invitees and business visitors, reasonable non-exclusive rights of access to the Leased Premises across those Landfill roads, and rights-of-way the County will designate to Tenant from time-to-time (as the County in their sole and reasonable discretion needs to adjust them) consistent with its Landfill operations, as reasonably necessary for conducting the Permitted Use at the Leased Premises and to obtain access to the Leased Premises. Tenant shall comply with County's rules and requirements applicable to all persons that enter the Landfill as may be noticed in writing from time to time, and Tenant shall cause its officers, directors, employees, agents, contractors, and invitees to comply with such rules and requirements when crossing County's property for ingress to or egress to and from the Leased Premises or when on County' s property for other purposes related to the transactions contemplated in this Lease.

Unless inconsistent with this Lease or County’s rules and requirements, Tenant’s Permitted Use and access by Tenant and Tenant’s contractors, operators, and customers shall include, without limitation, access to, and use of, the Leased Premises, on a twenty-four (24) hour per day, seven (7) day per week basis.

1.4 County Access to the Leased Premises. The County may enter the Leased Premises at any reasonable time on reasonable advance notice to the Tenant for the purpose of inspection.

ARTICLE 2. INITIAL TERM, TERMINATION, AND OPTIONAL EXTENSIONS

2.1. Initial Term. The initial term of this Lease (the “Initial Term”) shall commence on the Effective Date of this Lease and continue for a period of twenty (20) years after the Commercial Operation Date (as defined in the Gas Rights and Development Agreement) is achieved.

2.2. Extensions. This Lease may be extended by up to two (2) five (5) year extensions upon notice from the Tenant to the County, no later than six (6) months prior to the termination of the existing or extended Term of the Lease, as applicable (each an “Extension Term”). During each Extension Term, all terms and conditions of this Lease shall remain in full force and effect as existed prior to the commencement of such Extension Term. The Initial Term and any Extension Term shall hereinafter be collectively referred to as the “Term”.

2.3. County’s Right to Terminate. The provisions of Section 6.2 set forth in the Gas Rights and

Development Agreement and Articles 16, 18, 21, and 22 of this Lease provide for the County’s right to terminate this Lease.

2.4. Tenant’s Right to Terminate. The provisions of Section 6.3 set forth in the Gas Rights and Development Agreement and Articles 16, 18 and 21 of this Lease provide for the Tenant’s right to terminate this Lease

2.5. Expiration or Termination of Lease. Within one hundred-eighty (180) days of the County delivering notice to the Tenant of the termination or expiration of this Lease or the Gas Rights and Development Agreement, the Tenant shall remove the RNG Facility from the Leased Premises and restore the Leased Premises to substantially the same condition as of the Effective Date, including any clean-up or remediation or other action ordered, imposed, or requested by any governmental entity or as required by applicable laws with regard to hazardous substances that the Tenant introduced to the Leased Premises.

If the Tenant fails to remove the RNG Facility within one hundred-eighty (180) days after receiving notice, the County, in its sole discretion, may either remove such facilities and receive reimbursement for all costs associated with such removal or assume ownership of the RNG Facility. The obligations set out in this Section 2.5 shall survive termination or expiration of this Lease.

2.6. Holdover. Any holding over by Tenant after expiration or termination of this Lease shall not be considered as a renewal or extension of this Lease. The occupancy of the Leased Premises after the expiration or termination of this Lease constitutes a month-to-month tenancy, and all other terms and conditions of this Lease shall continue in full force and effect. The rental rate will be two hundred percent (200%) of the Annual Rent as designated in Article 3 below, which will be calculated on a monthly pro-rated basis.

ARTICLE 3. RENT

3.1. Annual Rent. The Tenant shall pay the Landlord the Annual Rent in advance of January 31st of each year. The Annual Rent amount shall be Two Thousand Three Hundred Fifteen dollars $2,315.00 and shall increase by 3.0% on January 1st of each year during the Term of the Lease. No security deposit shall be required as a part of this Lease.

3.2. Forfeiture of Annual Rent. In the event this Lease is terminated, any Annual Rent that has already been paid by Tenant to County shall be deemed forfeit and non-reimbursable at the sole discretion of County.

ARTICLE 4. USE, CONSTRUCTION AND ALTERATION OF THE RNG FACILITY

AND THE LEASED PREMISES

4.1. Use of the Leased Premises. The Tenant is engaged in the LFG processing business and desires to lease from the County the Leased Premises to design, permit, construct, own, and operate the RNG Facility for this purpose. The Leased Premises shall exclusively be used for the purpose of constructing, maintaining, repairing and operating the RNG Facility and for the Permitted Use upon the terms, covenants and conditions set forth in this Lease and those stated in the Gas Rights and Development Agreement, and for no other purpose without the express prior written consent of the County. Such use by the Tenant and the Tenant’s contractors, operators, and customers shall include, without limitation, access to, and use of, the Leased Premises, on a twenty-four (24) hour per day, seven (7) day per week basis.

4.2. Laws and Regulations. The Tenant, at its sole cost and expense, shall comply with all laws, ordinances and regulations, and all declarations, covenants, and restrictions applicable to the Tenant’s use or occupation of the Leased Premises, and with all governmental orders and directives which impose any duty or restriction with respect to the use or occupation of the Leased Premises.

4.3 Waste. The Tenant shall neither commit nor permit any unnecessary waste to occur on the

Leased Premises.

4.4. Governmental Approvals. The County agrees to cooperate with the Tenant, in its role as the property owner, in regard to the Tenant’s application process to receive the necessary governmental licenses, permits or authorizations for construction and use of the Leased Premises, including, without limitation, zoning approvals/permits and building permits. The Tenant’s responsibility is to obtain any and all necessary governmental licenses, permits or authorizations required for the construction and use of the Leased Premises and for the installation and operation of the RNG Facility and the County will cooperate, in its role as the property owner and the Landfill owner, with Tenant to obtain such permits.

The Parties acknowledge that the County's cooperation with the Tenant in order to obtain the necessary governmental authorizations or approvals as the property owner is an act separate from the County's role as a governmental authority responsible for issuing any such permit, authorization or approval for the construction and use of the Leased Premises. If any such authorization, approval or permit is required, then Tenant must apply for the necessary approvals with the requisite governmental authority evaluating the application(s) based upon the applicable criteria and independent of any consent provided hereunder.

4.5. Cost. The Parties agree that the Tenant shall, pursuant to the terms of the Gas Rights and

Development Agreement, at its sole cost, design, permit, construct, own, and operate the RNG Facility and shall also be responsible for the cost of any utility services required to operate the RNG Facility including all equipment integral to the RNG Facility.

4.6. Alterations, Additions and/or Improvements to Leased Premises. Tenant shall have the right to make alterations, additions and/or improvements to the Leased Premises as necessary for Tenant's Permitted Use, and for its operations to be conducted upon the Leased Premises, after receiving County's prior written consent pursuant to the terms of the Gas Rights and Development Agreement, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, minor changes made by Tenant in the ordinary course of Tenant’s business shall not require the County’s consent as long as the changes do not interfere with the County’s operation of the Landfill. However, if prior to the start of the construction of the RNG Facility it is determined that such alteration, addition, and/or improvement unreasonably interferes with the County's current and/or future operations and developments (including any expansions of the Landfill) as reasonably anticipated at the time that such alteration, addition and/or improvement is proposed, the County shall have sole discretion as to whether to consent thereto. The County's consent to any proposed alteration, addition and/or improvement as the property owner is an act separate from the County's role as a governmental authority responsible for issuing any permit or authorization necessary for the Tenant to make the proposed alteration, addition and/or improvement. If any such permit or authorization is required, then Tenant must apply for each required permit/authorization with the requisite governmental authority evaluating the application(s) based upon the applicable criteria and independent of any consent provided hereunder.

4.7. Improvements and RNG Facility Ownership. The Parties agree that any improvements, equipment, buildings, fixtures, foundations, poles, towers, or transmission lines acquired, constructed, or installed by the Tenant at the Property or the Leased Premises (collectively, “Improvements”) are severed from the Property and/or the Leased Premises and shall be considered as the property of the Tenant or the Tenant’s financing party (excluding the Collection System). This also includes Improvements that are attached or affixed to the Property or Leased Premises. The County acknowledges that Improvements, as defined in this Section 4.7, shall not be or become subject to the lien of any mortgage placed on the Property or Leased Premises by the County. Additionally, the County acknowledges that the RNG Facility and Improvements shall not become a part of the real property comprising the Property or Leased Premises. The RNG Facility and Improvements may not be sold, leased, assigned, mortgaged, pledged, or otherwise alienated or encumbered by the County.

ARTICLE 5. TENANT’S RESPONSIBILITIES

5.1. The Tenant shall have the following responsibilities:

(a) paying all insurance premiums for policies required to be maintained by the Tenant under this Lease,

(b) paying all operating charges for the Leased Premises, including the costs for Utilities (as hereinafter defined) pursuant to Section 6.1 below,

(c) all maintenance, upkeep, repair and replacement costs and expenses for the Leased

Premises; maintenance includes keeping the driveways, parking areas, and sidewalks located on the Leased Premises reasonably free of weeds, and the grass, shrubbery and trees, if any, located on the Leased Premises properly cut and trimmed to the same standards as those on the County’s adjacent property. The Tenant shall be responsible for all non-routine maintenance and necessary replacements upon the Leased Premises,

(d) all costs of improving the Leased Premises, including the provisions under Section 4.5,

(e) any other charges, costs and expenses related to the Leased Premises which are contemplated or which may arise under any provision of this Lease during the Term, and

(f) paying all applicable sales, use, intangible, special assessments, and real estate taxes of any kind (but only with respect to the Leased Premises), including ad valorem and non-ad valorem, which are assessed against Tenant’s use and occupancy of the Leased Premises, and any improvements thereto or leasehold estate created herein, or assessed on any payments made by Tenant hereunder, whether levied against Tenant or County. Tenant will also pay any other taxes, fees, or assessments against the Leased Premises or leasehold estate created herein. Tenant will pay the taxes, fees, or assessments as reflected in a notice Tenant receives from the County or any taxing authority within 30 days after Tenant’s receipt of that notice or within the time period prescribed in any tax notice issued by a taxing authority. Upon request of Tenant, the County will attempt to cause taxing authority to send the applicable tax bills for the Leased Premises directly to Tenant, and Tenant will remit payment directly to the taxing authority with respect to the Leased Premises. If Tenant disputes any tax, fee, or assessment, Tenant will do so directly with the taxing authority in accordance with prescribed procedure and will so notify the County in writing.

5.2. Inspections. The Tenant shall carry out regular and routine inspections, in accordance with industry practices, of all of the Tenant's owned or leased personal property, fixtures, equipment, appliances, as well as mechanical, electrical, and other systems related to the RNG Facility and/or the Tenant’s use of the Leased Premises (collectively, “Tenant’s Equipment”), and at its own cost and expense, perform all day-to-day maintenance and repair so as to keep the Leased Premises in an orderly, clean, wel1-maintained condition, and shall keep and maintain Tenant’s Equipment and the RNG Facility in good working order, repair, and condition, and as may otherwise be required by all facility permits and applicable law during the Term.

5.3 Insurance. The Tenant agrees to procure and maintain at its sole cost the following insurance as provided under the Gas Rights and Development Agreement (and in case of conflict with the provisions of this Lease, the applicable provisions of Gas Rights and Development Agreement, including Article 14

(Insurance) shall control) to protect the County from claims that may arise out of or relate to the performance of this Lease by the Tenant or anyone directly or indirectly employed by or contracting with the Tenant or anyone else for whose acts the Tenant may be liable, and such insurance shall be maintained in full force and effect during the full Term pursuant to the terms of the Gas Rights and Development Agreement:

5.3.a. Workers’ compensation insurance:

Coverage must be afforded per Chapter 440, Florida Statutes. Any person or entity performing work for or on behalf of the County must provide Workers’ Compensation insurance. Exceptions and exemptions will be allowed by the County’s Risk Manager, if they are in accordance with Florida Statute.

The Tenant waives, and the Tenant shall ensure that the Tenat’s insurance carrier waives, all subrogation rights against the County and the County’s officers, employees, and volunteers for all losses or damages. The County requires the policy to be endorsed with WC 00 03 13 Waiver of our Right to Recover from Others or equivalent.

The Tenant must be in compliance with all applicable State and federal workers’ compensation laws, including the U.S. Longshore Harbor Workers’ Act and the Jones Act, if applicable.

5.3.b. Commercial general liability insurance:

• $5,000,000 each occurrence and $5,000,000 policy aggregate for Bodily Injury, Property Damage, and Personal and Advertising Injury

• $5,000,000 each occurrence and $5,000,000 policy aggregate for Products and Completed Operations Policy must include coverage for contractual liability.

The County, its officials, employees, and volunteers are to be included as an additional insured with a CG 20 26 04 13 Additional Insured – Designated Person or Organization Endorsement or similar endorsement providing equal or broader Additional Insured Coverage with respect to liability arising out of activities performed by or on behalf of the Tenant. The coverage shall contain no special limitation on the scope of protection afforded to the County, its officials, employees, and volunteers.

5.3.c. Business automobile liability insurance:

Coverage must be afforded for all Owned, Hired, Scheduled, and Non-Owned vehicles for Bodily Injury and Property Damage in an amount not less than $1,000,000 combined single limit each accident.

Such coverage shall be supplemented by Excess Liability (Umbrella) policy with limits of not less than $1,000,000 per occurrence and in the aggregate.

If the Tenant does not own vehicles, the Tenant shall maintain coverage for Hired and Non-Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy.

5.3.d Pollution and remediation legal liability:

Coverage must be afforded so bodily-injury, property damage, defense, clean up and related costs for defense arising out pollution or contamination conditions (sudden, gradual and accidental) arising of the Tenant’s operations in an amount not less than $5,000,000 per claim and $5,000,000 policy aggregate.

The Tenant must keep insurance in force until the third anniversary of expiration of this Agreement or the third anniversary of acceptance of work by the County.

5.3.e Builder’s Risk Insurance. Owner shall maintain builder’s risk insurance on an “all risk” basis with a minimum aggregate value not less than the replacement value of the project.

5.3.f Special/All Risk coverage form, which shall go into effect starting at the Commercial Operations Date (as defined in the Gas Rights and Development Agreement), shall include, but not be limited to:

a. All Risk Coverage including Flood and Windstorm with no coinsurance clause

b. Guaranteed policy extension provision

c. Coverage must include storage and transport of materials, equipment, supplies of any kind whatsoever to be used on or incidental to the project

d. Limits of insurance to equal 100% of the total replacement cost of materials or equipment in transit to, or stored on or off the project site which will be used in completion of the project.

e. Maximum deductible clause of $25,000 each claim

f. Property insurance, covering the Tenant’s owned or leased personal property, fixtures, and equipment located on the Leased Premises or at the RNG Facility equal to, or in excess of, the full replacement cost of such personal property.

5.3.g. Insurance Certificate Requirements

a. The Tenant shall provide the County with valid Certificates of Insurance (binders are unacceptable) no later than thirty (30) days prior to the start of work contemplated in this Agreement.

b. The Tenant shall provide to the County, a Certificate of Insurance having a thirty (30) day notice of cancellation; ten (10) days’ notice if cancellation is for nonpayment of premium.

c. In the event that the insurer is unable to accommodate the cancellation notice requirement, it shall be the responsibility of the Tenant to provide the proper notice. Such notification will be in writing by registered mail, return receipt requested, and addressed to the certificate holder.

d. In the event the Agreement term goes beyond the expiration date of the insurance policy, the Tenant shall provide the County with an updated Certificate of Insurance no later than ten (10) days prior to the expiration of the insurance currently in effect. The County reserves the right to suspend the Agreement until this requirement is met.

e. The Certificate of Insurance shall indicate whether coverage is provided under a claims-made or occurrence form. If any coverage is provided on a claims-made form, the Certificate of Insurance must show a retroactive date, which shall be the effective date of the initial contract or prior.

f. The County shall be included as an Additional Insured on all liability policies, with the exception of Workers’ Compensation, Auto Liability and Professional Liability policies.

g. The County shall be granted a Waiver of Subrogation on the Contractor’s Workers’ Compensation Insurance policy.

h. The title of the Agreement, Bid/Contract number, event dates, or other identifying reference must be listed on the Certificate of Insurance.

5.4. County’s Insurance Requirements and Self-Insurance. County represents and warrants that, as of the Effective Date, it maintains or is covered by the County’s self-insurance program undertaken pursuant to Florida law (“County Self-Insurance”). County Self-Insurance shall cover County’s exposures and risks, including contractual liability, arising out of the County’s operations at the Southeast County Landfill, and use and maintenance of the Southeast Landfill.

5.5. Waiver of Subrogation. The County and the Tenant each agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against the County or the Tenant, as the case may be, so long as the insurance is not invalidated thereby.

ARTICLE 6. UTILITIES TO OPERATE RNG FACILITY

6.1. The Utilities. During the Term, the Tenant agrees to pay all charges, fees, and assessments for electricity, gas, heat, water, telecommunications, septic and other utility services on, to or under the Leased Premises (collectively, “Utilities”) as required for the operation of the RNG Facility. In the event the Utilities are not available on the Leased Premises, the costs and expenses incurred to bring utility systems, lines, piping or components from the utility’s main system to the Leased Premises shall be paid solely by the Tenant. Any future utility systems, lines, piping, or components may be installed only following reasonable advance notice by the Tenant (or its contractors or agents) to the County. At Tenant’s request, the County may grant an easement directly to the applicable utility provider, with the terms and conditions of the easement being agreed to by the County. Any easements granted pursuant to this paragraph will be subject to Section 7.1 of this Lease. The County shall not construct or install improvements on or over, or that unreasonably interfere with the operation of, such systems, lines, piping, or components without prior coordination with the Tenant.

6.2. Clarification and Demarcation of Utilities. The Leased Premises are adjacent to the County’s other operations, and utilities, including water, wastewater, and condensate will be demarcated by Tenant or the County, as applicable.

ARTICLE 7. EASEMENTS

7.1. Easements Granted to Tenant and/or Utility Providers. Any easements granted to Tenant or any utility providers in connection with this Lease or the Gas Rights and Development Agreement shall

(i) be non-exclusive in nature, and (ii) the term of the easement (except as for temporary construction easements) shall be concurrent with Term of this Lease; however, the easement will automatically terminate following the termination of this Lease and/or the Gas Rights and Development Agreement, unless negotiated otherwise between the County and utility. The Tenant shall have the right to construct electrical, natural gas and other utility transmission lines, poles, pipelines, and related utility infrastructure on, over, upon, across, in, through or under the Leased Premises, in locations mutually agreed upon by the Parties, as required for the operation of the RNG Facility. T h e County agrees to grant to Tenant, pursuant to a mutually-agreed upon form of easement agreement, such non-exclusive rights-of-way, and easements, including temporary construction easements over applicable County property, that the Parties determine are reasonably necessary for Tenant to perform its obligations under the Gas Rights and Development Agreement, provided that the locations of such easements and rights-of-way are mutually agreed to and do not, in the County's reasonable determination, interfere with the County' s current and/or future operations and developments (including any expansions of the Landfill). The Tenant, at its sole cost, will prepare all surveys, legal descriptions and sketches for all easements it requires. Additionally, t h e Tenant is solely responsible for the repair and maintenance of its facilities located within the easement area granted to Tenant, and Tenant will return any disturbed land to substantially the same condition existing prior to such work or maintenance. In the event the County subsequently requires the modification and/or relocation of any easement, such relocation and/or modification shall be at County’s sole cost; provided, however, if any such easement is required to be modified and/or relocated as a result of Tenant’s activities at the Leased Premises, such relocation and/or modification shall be at Tenant’s sole cost.

7.2. RNG Pipeline Easement. Subject to the terms of 7.1, the County shall grant a natural gas utility provider a non-exclusive easement over applicable County property for the purposes of constructing, maintaining and operating a pipeline, along with its facilities, supporting structures, and necessary appurtenances, as well as any rights of ingress and egress (the "RNG Pipeline"), in the area to be approximately shown and designated as such in Exhibit “C” attached hereto, which will transport Renewable Natural Gas from the RNG Facility to the Landfill boundary line. The natural gas utility provider is responsible for acquiring all easements outside of the Landfill site to the interstate natural gas pipeline. The location of the RNG Pipeline within the County property will be mutually agreed to by the natural gas utility provider and the County, and the term of the easement shall be concurrent with Term of this Lease.

7.3. Temporary Construction Easements. Any temporary construction easement granted to Tenant for the construction of its RNG Facility and/or improvements on the Leased Premises shall: (i) be in the location(s) approved by the County; (ii) for a specific time period granted by the County; and (iii) at the end of the temporary use period, the easement area will be repaired by Tenant, and returned to the condition that existed prior to the granting of such temporary construction easement.

7.4. Post-Termination Obligations. Pursuant to Section 2.5, upon the expiration or termination of this Lease and/or the Gas Rights and Development Agreement, Tenant shall retain such rights of way and easements on, over, upon, across, in, through and under the Leased premises to the extent any such rights of way are necessary for Tenant to comply with any post-termination obligations hereunder and only for so long as each such right of way shall be necessary for Tenant to comply with any post-termination obligations hereunder or pursuant to this Lease.

ARTICLE 8. QUIET ENJOYMENT AND SUBORDINATION/ATTORMENT

The County covenants that so long as the Tenant pays the Annual Rent and performs the terms, covenants, and conditions under this Lease, the Tenant shall, subject to the terms of this Lease, at all times during the Term, have peaceful and quiet enjoyment of the RNG Facility and the Leased Premises.

If any encumbrance to which this Lease is or may become subordinate is foreclosed, or a deed in lieu of foreclosure is given to the holder of an encumbrance, or if any encumbrance consisting of a ground lease or other agreement to which this Lease is subordinate is terminated, this Lease shall not terminate, and the rights and possession of Tenant under this Lease shall not be disturbed if (i) no default by Tenant then exists under this Lease, and (ii) Tenant attorns to the purchaser, grantee, encumbrancer or successor in interest, or if requested, enters into a new lease for the balance of the Term upon the same terms and provisions contained in this Lease.

ARTICLE 9. INDEMNIFICATION

9.1 Indemnity by County. To the extent allowed by law, County shall indemnify and hold harmless Tenant, Tenant’s affiliates, and their respective partners, directors, managers, officers, employees, agents, representatives, co-venturers and contractors, from and against any and all claims, liabilities, suits, proceedings, judgments, orders, fines, penalties, damages, costs, and expenses (including, without limitation, costs of defense, settlement, and reasonable attorneys’ fees and expenses) arising out of or related to:

(a) the negligent activities, services, or operations of County under this Lease;

(b) any failure to satisfy any obligation or breach of any representation or warranty of County under this Lease;

(c) any failure by County to comply with any Applicable Laws (as defined in the Gas Rights and Development Agreement); or

(d) any contamination of, injury or damage to, or adverse effect on persons, wildlife, vegetation, waters, air, land, property, or the environment resulting from County’s negligent operation of the Landfill.

9.2 Indemnity by Tenant. Tenant shall indemnify and hold harmless County, County’s affiliates, and their respective partners, directors, managers, officers, employees, agents, representatives, co-venturers, and contractors from and against any and all claims, liabilities, suits, proceedings, judgments, orders, fines, penalties, damages, costs, and expenses (including, without limitation, costs of defense, settlement, and reasonable attorneys’ fees and expenses) arising out of or related to:

(a) the negligent activities, services, or operations of Tenant under this Lease;

(b) any failure to satisfy any obligation or breach of any representation or warranty of Tenant under this Lease;

(c) any failure by Tenant to comply with any Applicable Laws (as defined in the Gas Rights and Development Agreement); or any contamination of, injury or damage to, or adverse effect on persons, wildlife, vegetation, waters, air, land, property, or the environment caused by Tenant’s negligent operation of the RNG Facility during the period commencing on the date that Tenant takes possession of the Leased Premises, and ending on the later of (i) last day of the Term or (ii) the completion of the restoration obligations of Developer pursuant to the Site Lease. The provisions of this Section 9.2 shall survive the termination or expiration of this Lease.

ARTICLE 10. LIMIT OF LIABILITY

Neither the County nor the Tenant will in any event be liable in damages for each other's customer loss or other consequential damages of whatever kind or nature, regardless of the cause of the damages, and each party, and anyone claiming by or through them, expressly waives all claims for such damages.

ARTICLE 11. ASSIGNMENT AND SUBLETTING

Neither Party may assign this Lease without the other Party’s written consent. The Tenant may not sublet the Leased Premises without the County’s written consent.

ARTICLE 12. COUNTY’S REPRESENTATIONS AND WARRANTIES

The County hereby represents and warrants to the Tenant that: (a) the County has good and marketable title to the Leased Premises, free and clear of encumbrances that interfere with the development and operation of the RNG Facility and utility interconnections, (b) the County is duly organized and validly existing under the laws of its state, with full power and authority to enter into this Lease and perform and consummate the transaction herein contemplated; (c) the execution and delivery of this Lease by the County has been duly authorized by the County, and this Lease constitutes the valid and binding obligation of the County, enforceable in accordance with its terms, without any other or further action; (d) the execution, delivery and performance of this Lease by the County does not and will not conflict with or violate any law, judgment, order, decree, agreement, limitation, or restriction to which the County is a party or by which it or the Leased Premises is bound or encumbered; and (e) there are no bankruptcy, receivership, or tax deficiency proceedings pending or, to the knowledge of the County, threatened against the County in any court or before any federal or state commission or authority, and there are no claims, actions, or proceedings pending or, to the knowledge of the County, which would prohibit or affect the validity of the transaction contemplated by this Lease.

ARTICLE 13. TENANT’S REPRESENTATIONS AND WARRANTIES

The Tenant hereby represents and warrants to the County that: (a) the Tenant is duly organized and validly existing under the laws of its state of incorporation or organization, with full power and authority to enter into this Lease and perform and consummate the transaction herein contemplated; (b) the execution and delivery of this Lease by the Tenant has been duly authorized by the Tenant, and this Lease constitutes the valid and binding obligation of the Tenant, enforceable in accordance with its terms, without any other or further action; (c) the execution, delivery and performance of this Lease by the Tenant does not and will not conflict with or violate any law, judgment, order, decree, agreement, limitation, or restriction to which the Tenant is a party; and (d) there are no bankruptcy, receivership, or tax deficiency proceedings pending or, to the knowledge of the Tenant, threatened against the Tenant in any court or before any federal or state commission or authority, and there are no claims, actions, or proceedings pending or, to the knowledge of the Tenant, threatened which would prohibit or affect the validity of the transaction contemplated by this Lease.

ARTICLE 14. ENVIRONMENTAL MATTERS

14.1. Hazardous Materials. For the purposes of this Lease, the term “Hazardous Materials” shall mean any hazardous or toxic substance, material, chemical, or waste, including those substances, materials, chemicals, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.01) or by the Environmental Protection Agency as hazardous substances

(40 C.F.R. Part 302), and amendments thereto; or such substances, materials, chemicals, and wastes that are or become regulated under any applicable, local, state, or federal law, rule, or regulation, or as defined as "hazardous substances" in any law, including, without limitation, petroleum, petroleum by-products and derivatives, asbestos, urea formaldehyde, or polychlorinated biphenyls.

14.2. Environmental Baseline Report and Environmental Baseline Report Date.

(i) Phase I Environmental Assessment. Before Tenant takes possession of the Leased Premises, Tenant shall, at its sole cost, cause a Phase I Environmental Site Assessment (“Phase I ESA”) to be performed by a qualified environmental consultant in accordance with ASTM E1527 (or successor) and the “All Appropriate Inquiry” standards under 40 C.F.R. Part 312. If the Phase I ESA identifies conditions warranting further investigation, Tenant shall, at its option or where required by law, cause a follow-up Phase II Environmental Site Assessment (“Phase II ESA”) to be performed.

(ii) Environmental Baseline Report. The findings of the Phase I ESA, and the Phase II ESA if such assessment is conducted, shall constitute the “Environmental Baseline Report.” Tenant shall provide a copy of the Environmental Baseline Report to the County for its records promptly after completion.

(iii) Acknowledgement. The environmental condition of the Leased Premises as reflected in the Environmental Baseline Report shall be deemed to be the environmental condition of the Leased Premises following review and written approval by the County as of the date of such report (the “Environmental Baseline Report Date”). Unless County delivers written notice to Tenant of its objections to the Environmental Baseline Report within ten (10) calendar days of receipt thereof or within another mutually agreed time period, County shall be irrevocably deemed to have approved such report. Tenant shall not be responsible for, and shall have no liability with respect to, any contamination, release, or other environmental condition existing on or before the Environmental Baseline Report Date, except to the extent caused or exacerbated by Tenant after such date.

(iv) Preservation of Legal Defenses. Nothing in this Section shall limit Tenant’s rights, defenses, or protections available under applicable law.

14.3. Environmental Representations and Warranties by the County. The County hereby represents and warrants, based on the Environmental Baseline Report, to Tenant that: (i) with respect to the County’s ownership and use of the portion of the Property where the Leased Premises is located, the County, its contractors or agents have and will continue to comply with any applicable environmental laws; (ii) the portion of the Landfill where the Leased Premises is located is currently in, and will continue to be in, compliance with all applicable environmental laws or actively working to achieve compliance;

(iii) to the best of the County’s knowledge, there are no conditions existing at or on the Leased Premises which violate applicable laws or would otherwise subject Tenant to damages, penalties, injunctive relief, or cleanup costs under any applicable environmental law; and (iv) to the best of the County’s knowledge, the County is not a party to any litigation or administrative proceeding, nor is any litigation or administrative proceeding threatened which asserts or alleges that the County has violated or is violating any applicable environmental law with respect to the portion of the Landfill where the Leased Premises is located.

14.4. Environmental Representations and Warranties by Tenant. The Tenant hereby represents and warrants to the County that during the Term: (i) the Tenant will use, handle, control, and dispose of any Hazardous Material used, placed, or created on the Leased Premises in accordance with all applicable environmental laws; (ii) the Tenant will take all corrective action required by any applicable environmental law resulting from the release of any Hazardous Material on or at the Leased Premises by the Tenant; and (iii) the Tenant will be responsible for all resulting damages, penalties, injunctive relief, and cleanup costs pursuant to any applicable environmental law.

14.5. Environmental Indemnification by the County. To the extent allowed by law, the County shall indemnify, defend, and hold harmless Tenant and its officers, employees, and agents from and against any and all claims, actions, judgments, damages, penalties, fines, costs, liabilities, and expenses including sums paid in settlement of claims or losses including reasonable attorneys' fees, consultant fees, and expert fees, arising out of or resulting from any of the following: (i) breach of the County’s environmental representations, warranties, and covenants set forth in Section 14.3 or in the performance of the duties and obligations of the County under this Lease, including, without limitation, all costs of response or cleanup, inspections, samples, reviews, and audits of the Leased Premises; (ii) the County’s use, conduct, operation, construction, alteration, maintenance, repair, replacement, removal, or management of the Leased Premises, in violation of this Lease, and any applicable environmental laws,

(iii) the negligent removal or contamination of Hazardous Materials or other environmental condition, including remediation work resulting therefrom, at the Leased Premises, whether now known or hereafter discovered, caused by the County or existing prior to the Environmental Baseline Report Date; provided, however, that such indemnification shall not apply to any Hazardous Materials, contamination, or other environmental condition caused by Tenant, its employees, and agents, including the remediation work resulting therefrom; and (iv) any and all claims arising in connection with the landfill gas before delivery of the landfill gas to Tenant.

14.6. Environmental Indemnification by Tenant. The Tenant shall indemnify, defend, and hold harmless the County and its officers, employees, and agents from and against any and all claims, actions, judgments, damages, penalties, fines, costs, liabilities, and expenses including sums paid in settlement of claims or losses including reasonable attorneys' fees, consultant fees, and expert fees, arising out of or resulting from any of the following: (i) breach of the Tenant’s environmental representations, warranties, and covenants set forth herein or in performance of the duties and obligations of the Tenant under this lease, including, without limitation, all costs of response or cleanup, inspections, samples, reviews, and audits of the Leased Premises; (ii) the negligent contamination or release of Hazardous Materials originating from the RNG Facility or Tenant’s equipment at the Leased Premises or originating from the

RNG Facility or Tenant’s equipment in the soil, groundwater, or soil vapor on or under the Leased Premises and released to the Leased Premises and/or Landfill, to the extent caused by the Tenant, its employees, agents, contractors, or invitees during the Term starting at the later of the Environmental Baseline Report Date or the date Tenant takes possession of the Leased Premises; (iii) the negligent removal or contamination of Hazardous Materials or other environmental condition, including cleanup actions or remediation work resulting therefrom, at the Leased Premises, whether now known or hereafter discovered, caused by the Tenant after the Environmental Baseline Report Date and not identified in the Environmental Baseline Report; provided, however, that such indemnification shall not apply to any Hazardous Materials, contamination, or other environmental condition caused by the County, its employees, and agents, including the remediation work resulting therefrom; (iv) any and all claims arising in connection with the LFG after delivery of the LFG to the Tenant; and (v) all reasonable expenses incurred by the County in defending itself against any of the foregoing.

14.7. Survival. All representations, warranties, and other agreements described in this Article 14 shall survive the termination or expiration of this Lease.

ARTICLE 15. CONDEMNATION

If during the term of this Lease or any extension thereof, the whole of the Leased Premises, or such portion thereof as will make the Leased Premises unusable for the conduct of Tenant's Permitted Use, be condemned by public authority for public use, then, in either event, the term hereby granted shall cease and come to an end as of the date of the vesting of title in such public authority. The County shall be entitled to the entire award for such taking except for any statutory claim of the Tenant to injury, damage, or destruction of the Tenant's business accomplished by such taking. If a portion of the Leased Premises is taken or condemned by public authority for public use so as not to make the remaining portion of the Leased Premises unusable for the conduct of Tenant's Permitted Use, this Lease will not be terminated but shall continue. In no event shall the County be liable to the Tenant for any business interruption, diminution in use or for the value of any unexpired term of this Lease.

ARTICLE 16. DESTRUCTION OF IMPROVEMENTS.

Should Tenant's RNG Facility and/or other improvements it constructs upon the Leased Premises in accordance with the Lease be totally destroyed by a casualty event, or damaged by a casualty event to such extent that the RNG Facility is made unfit for the conduct of Tenant's Permitted Use, then Tenant shall have, in its sole and absolute discretion, the right, by giving notice to County within ninety (90) days thereafter, to either: (i) rebuild or repair (as applicable) the RNG Facility and/or other improvements constructed upon the Leased Premises which are necessary for its Permitted Use, or (ii) terminate this Lease by delivering notice to County, with the termination date being no later than thirty (30) days following delivery of the notice. If Tenant elects to rebuild or repair the RNG Facility and/or other improvements, then it shall commence the restoration by the later of thirty (30) days from its receipt of (a) applicable insurance proceeds with respect to the casualty, if any, and (b) all governmental permits and authorizations required to restore the RNG Facility and/or improvements, and shall thereafter proceed with due diligence to complete such restoration. Unless such restoration is accomplished within eighteen

(18) months from the date all governmental permits and authorizations required to restore the RNG Facility have been obtained, then the County may terminate this Lease by delivering notice to Tenant, with the termination date being no later than thirty (30) days following delivery of the notice. Except for obligations which survive termination of the Lease, after any termination pursuant to Article 16 of the Lease, the Parties will have no further obligations under the Lease.

ARTICLE 17. NOTICES

17.1. Until the Tenant is notified otherwise in writing, all notices shall be sent to the County, as follows:

Hillsborough County

Solid Waste Management Department 601 Kennedy Blvd.

Tampa, Florida 33602 Attention: Director Phone:…