Exhibit 10.1
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF
PUBLICLY DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].
THIRD AMENDMENT TO THE LANDFILL GAS
RIGHTS & PRODUCTION
FACILITIES AGREEMENT
AND SETTLEMENT AGREEMENT
Frank R. Bowerman Landfill
THIS THIRD
AMENDMENT AND SETTLEMENT AGREEMENT (this Third Amendment) is made as of June 27, 2023 (the Effective Date) by and between the COUNTY OF ORANGE, a political subdivision of the State of California
(COUNTY), and BOWERMAN POWER LFG, LLC, a Delaware limited liability company (BOWERMAN POWER), which are sometimes individually referred to as PARTY or collectively referred to as
PARTIES.
RECITALS:
I. COUNTY AND BOWERMAN POWER are parties to that certain Second Amended & Restated Landfill Gas Rights and Production Facilities
Agreement dated as of November 17, 2011, as amended by that certain First Amendment & Waiver to the Second Amended & Restated Landfill Gas Rights & Production Facilities Agreement (the Agreement).
II. Pursuant to the Agreement, BOWERMAN POWER has certain exclusive rights to process, convert, use and/or sell Landfill Gas located at
the Landfill and currently utilizes the Conversion System to produce and sell electricity.
III. The PARTIES have an ongoing dispute
regarding their respective responsibilities with respect to Flare Facility Improvements and entered into a Tolling Agreement dated August 18, 2020, as amended and currently set to expire on August 18, 2023 (the Tolling
Agreement), to toll the running of any statute(s) of limitations regarding the Tolling Parties Claims, as defined therein. (Tolling Parties Claims shall have the same meaning in this Third
Amendment as in the Tolling Agreement.)
IV. Whereas, during the Tolling Period, the PARTIES worked collaboratively to resolve the Tolling
Parties Claims and created the Master Plan for the Frank R. Bowerman Landfill Flare Facility which encompasses a Scope of Responsibility and Preliminary Design Report (Flare Facility Master Plan (Attached
hereto as Annex I)) which clarifies the roles and responsibilities of both PARTIES as they pertain to necessary Flare Facility capital improvements and ongoing maintenance for the remaining term of the Agreement to ensure regulatory compliance.
V. Whereas, BOWERMAN POWER wants to construct, own, and operated a High-BTU Conversion Facility
(RNG Facility) to beneficially utilize the Excess Gas that is available at the FRB Landfill and generate additional revenue under a new royalty structure, in which a portion of the increased royalties will be used to fund the
Flare Facility Master Plan requirements to ensure continued regulatory compliance.