The URL can be used to link to this page

2703 • • • ORDINANCE NO, AN.ORDINANCE AUTHORIZING THE ISSUANCE OF A TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 2025B, UNDER THE AUTHORITY OF ACT NO. 9 OF 1960,AS AMENDED,FOR THE PURPOSE OF SECURING AND DEVELOPING INDUSTRY WITHIN • THE CITY; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF THE SERIES 2025B BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE SERIES 2025B BOND; AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT BETWEEN THE CITY,AS LESSOR,AND GROOT LLC, AS LESSEE; AUTHORIZING THE EXECUTION AND DELIVERY • OF AN AGREEMENT FOR PAYMENTS IN LIEU OF TAXES; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS RELATING TO THE ISSUANCE OF THE SERIES 2025B BOND; AND PRESCRIBING OTHER MATTERS RELATING THERETO. WHEREAS, the City of West Memphis, Arkansas (the "City") is authorized under the provisions of the Municipalities and Counties Industrial Development Revenue Bond Law, Arkansas Code Annotated Sections 14-164-201 et seq. (the "Act"), to own, acquire, construct, reconstruct, improve, equip and lease facilities to secure and develop industry and to assist in the financing thereof by the issuance of bonds payable from the revenues derived from such facilities; and ' WHEREAS, the necessary arrangements have been made with Groot LLC, a Delaware limited liability company (the "Company"), to provide for'the financing of the acquisition and installation of certain items of machinery, equipment and other tangible personal property (and maintenance and repair parts related thereto) to be utilized for data center operations in an industrial project to be located on approximately 1,102 acres of land generally located south of the intersection of Bollinger Road and Rainer Road within the corporate boundaries of the City (collectively,the"Personal Property Project"); and WHEREAS,permanent financing of the Personal Property Project costs, necessary costs and expenditures incidental thereto and the cost of the issuance of bonds is being furnished by the City pursuant to the Act through the issuance of its Taxable Industrial Development Revenue Bond (Groot LLC Project), Series 2025B, in the principal amount of not to exceed Fifty Billion Dollars • ($50,000,000,000) (the "Series 2025B Bond"); and ' WHEREAS, an open public hearing on the question of the issuance of the Series 2025B Bond was held before the City Council on May 15, 2025, following publication of notice in The Evening Times on April 30, 2025; and WHEREAS, the Series 2025B Bond will be issued pursuant to the terms and provisions of a Trust Indenture to be dated as of the date of delivery of the Series 2025B Bond (the "Indenture"), by and between the City and Simmons Bank, Pine Bluff, Arkansas, as trustee (the "Trustee"); and _ 'RECEIV-D Day 'm_ '-C /r - �d� 4938-2711-6046.3 7f1/.1 WARW. ff)° ' • • • WHEREAS,the necessary arrangements have been made by the City to lease the Personal Property Project to the Company pursuant to the terms of a Lease Agreement to be dated as of the date of delivery of the Series 2025B Bond(the"Lease Agreement"); NOW,THEREFORE,BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY • OF WEST MEMPHIS,.ARKANSAS,THAT: Section 1. The City Council makes the following findings and determinations: - • (a) Based on information compiled and released by the Arkansas Division of Workforce Services,unemployment in Crittenden County during February of 2025 averaged 5.5%. Completion of the Personal Property Project is expected to provide additional employment and other benefits to residents of the City. (b) The Company currently intends to utilize the Personal Property Project in its data center operations business. (c) The Company's presence within the City is expected to be an important factor in the • economic well-being and employment base for the City and its inhabitants. • (d) The Series 2025B Bond shall not constitute a general obligation of the City within the meaning.of any constitutional or statutory limitation, but shall be a special limited obligation of the City as provided in the Act, the principal and interest on which shall be payable solely from the • revenues or other receipts,funds,monies and property pledged therefor under the Indenture. Section 2. There is hereby authorized and directed the issuance from time to time of the Series 2025B Bond and the sale thereof to Stonewall Valley Investments, LLC, a Delaware limited liability company and an•affiliate of the Company (the "Purchaser"), pursuant to the terms and provisions of a Bond Purchase Agreement to be dated as of the date of delivery of the Series 2025B Bond (the"Bond Purchase Agreement"), which Bond Purchase Agreement is specifically approved in.Section 3 hereof. The Series 2025B Bond shall be sold at the purchase price of par plus accrued interest, if any, and shall be issued and delivered according to the terms and provisions of the Bond • •Purchase Agreement. The Series 2025B Bond shall be issued in the original aggregate principal amount of not to exceed Fifty Billion Dollars ($50,000,000,000), shall be dated as of the date of its delivery, shall have a final maturity of thirty(30)years from its date of issuance,shall bear interest at the rate of 5.50%per annum, shall be in the form, and shall be issued upon the terms and conditions recommended by the Company, all as more particularly set forth in the Trust Indenture approved in ,Section 4 hereof. The Mayor is hereby authorized and directed to execute and deliver the Series 2025B Bond at such time as requested by the Company, and the City Clerk is hereby authorized and directed to execute and deliver the Series 2025B Bond and to affix the seal of the City thereto, and the Mayor and City Clerk are hereby authorized and directed to cause the Series 2025B Bond to be authenticated by the.Trustee. Section 3. To prescribe the terms and conditions upon which the Series 2025B Bond is to be sold to the Purchaser,the Mayor is hereby authorized and directed to execute at the request of the Company the Bond Purchase Agreement on behalf of the City,by and between the City and the Purchaser,and approved by the Company. The Bond Purchase Agreement is hereby approved • in substantially the form submitted to this meeting, and the Mayor, with the counsel of the City 2 4938-2711-6046.3 • Attorney, is hereby authorized to confer with the Purchaser, the Company and Kutak Rock LLP, Little Rock, Arkansas ("Bond Counsel"), in order to complete the Bond Purchase Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such . approval. (Advice is given that a copy of the Bond Purchase Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 4. To prescribe the terms and conditions upon which the Series 2025B Bond is to be secured, executed, authenticated,.issued, accepted and held,the Mayor and the City Clerk are hereby authorized and directed to execute, acknowledge and deliver the Trust Indenture, by and between the City and the Trustee, and the Mayor and City Clerk are hereby authorized and directed to cause the Trust Indenture to be accepted, executed and acknowledged by the Trustee. The Trust Indenture is hereby approved.in substantially the form submitted to this meeting, and the Mayor,with the counsel of the City Attorney, is hereby authorized to confer with the Trustee,- the Company, the Purchaser and Bond Counsel in order to complete the Trust Indenture in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Trust Indenture in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) Section 5. There is hereby authorized and directed acceptance of the conveyance by the Company(or any affiliate thereof)to the City of the personal property comprising the Personal Property Project and the lease of such personal property to the Company pursuant to the Lease Agreement. The execution and delivery of the Lease Agreement by and between the City, as lessor, and the Company, as lessee, is hereby authorized and directed, and the Mayor and the City Clerk are hereby authorized to execute, acknowledge and deliver the Lease Agreement for and on • behalf of the City. The Lease Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor, with the counsel of the City Attorney, is'hereby authorized to confer with the Company, the Trustee, the Purchaser and Bond Counsel in order to complete the Lease Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the document, their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the Lease Agreement in substantially the form authorized . to be executed is on file with the City Clerk and is available for inspection by any interested person.) - • Section 6. The City and the Company recognize that under Article 16, Section 5, of the Constitution of the State of Arkansas,as interpreted under past decisions of the Supreme Court of the State of Arkansas applicable to facilities financed pursuant to the Act,including particularly the case of Wayland v. Snapp,232 Ark. 57, 334S.W.2d 663 (1960),the Personal Property Project will be exempt from ad valorem taxation. Although the City makes no representation as to the continued precedential value of such past decisions, the Company has agreed to enter into an • 3 4938-2711-6046.3 • Agreement for Payments in Lieu of Taxes to be dated as of the date of its execution(the"PILOT Agreement") requiring the Company to make certain payments in lieu of all ad valorem taxes which would otherwise be levied on the Personal Property Project by local public bodies with taxing power. In order to provide for such payments, there is hereby authorized and directed the execution and delivery of the PILOT Agreement, and the Mayor is hereby authorized to execute and deliver the PILOT Agreement for and on behalf of the City. The PILOT Agreement is hereby approved in substantially the form submitted to this meeting, and the Mayor, with the counsel of the City Attorney, is hereby authorized to confer with the Company and Bond Counsel in order to complete the PILOT Agreement in substantially the form submitted to this meeting, with such changes as shall be approved by such persons executing the document,their execution to constitute conclusive evidence of such approval. (Advice is given that a copy of the PILOT Agreement in substantially the form authorized to be executed is on file with the City Clerk and is available for inspection by any interested person.) 0 Section 7. The Mayor and City Clerk, for and on behalf of the City, are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the Series 2025B Bond,the Bond Purchase Agreement,the Trust Indenture,the Lease Agreement and the PILOT Agreement,and to perform all of the City's obligations under and pursuant thereto. The Mayor and the City Clerk are hereby further authorized and directed, for and on behalf of the City, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of such authority or to evidence the exercise thereof. Section 8. Because the City is here involved with the acquisition, construction and equipping of a complex industrial project requiring highly specialized work and specialized types of machinery and equipment, it has been and is hereby determined by the City Council that competitive bidding be,and the same is hereby,waived as to this particular industrial project. This action is taken by the City pursuant to applicable laws of the, State of Arkansas, including particularly the Act. Section 9. Kutak Rock LLP, Little Rock, Arkansas, is hereby appointed as Bond Counsel with respect to the issuance of the Series 2025B Bond, the fees and expenses of which firm shall be costs of the Personal Property Project and paid from the proceeds of the Series 2025B Bond or by the Company. Section 10. The provisions of this Ordinance are hereby declared to be severable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections,phrases or provisions. • 4938-2711-6046.3 Section 11. All ordinances,resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. ADOPTED: MILI 16 ,2025 ATTEST: ay or City Clerk (SEAL) • 5 4938-2711-6046.3 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Definitions 3 Section 1.02. Use of Phrases 8 ARTICLE II THE BOND Section 2.01. Issuance of the Bond 8 Section 2.02. Execution 10 Section 2.03. Limited and Special Obligation of Issuer 10 Section 2.04. Authentication 10 Section 2.05. . Delivery of the Bond 11 Section 2.06. Lost, Destroyed or Improperly Cancelled Bond 11 Section 2.07. Transfer, Registration and Exchange of Bond 12- Section 2.08. Temporary Bond 13 Section 2.09. Cancellation of Bond 13 ARTICLE III REDEMPTION OF BOND Section 3.01. Optional Redemption 13 Section 3.02. [Reserved] 13 Section 3.03. Redemption in Part 13 Section 3.04. Procedure for Redemption 14 Section 3.05. Payment of Redemption Price 14 ARTICLE IV FUNDS AND DEPOSITS Section 4.01. Bond Fund 14 ARTICLE V APPLICATION OF PROCEEDS OF THE BOND Section 5.01. Disposition of Bond Proceeds 16 Section 5.02. Establishment of Completion Date 16. 4908-2766-4398.2 ARTICLE VI INVESTMENTS Section 6.01. Investments 16 Section 6.02. Investment Earnings 16 Section 6.03. Valuation of Funds 16 ARTICLE VII GENERAL COVENANTS Section 7.01. Payment of Bond 17 Section 7.02. Performance of Covenants of Issuer; Representations 17 Section 7.03. Limited and Special Obligation 17 Section 7.04. Further Instruments 17 Section 7.05. No Disposition of Trust Estate 17 ARTICLE VIII DEFEASANCE Section 8.01. Discharge of Indenture 17 Section 8.02. Bond Deemed Paid 18 Section 8.03. Transfer to Company 19 ARTICLE IX DEFAULT AND REMEDIES Section 9.01. Events of Default 19 Section 9.02. Remedies 20 Section 9.03. Restoration to Former Position 20 Section 9.04. Bondholder's Right to Direct Proceedings 21 Section 9.05. Rights and Remedies of Bondholder 21 Section 9.06. Costs of Enforcement 21 Section 9.07. Proceedings by Trustee Without Possession of Bond 21 Section 9.08. No.Remedy Exclusive 21 Section 9.09. No Waiver of Remedies 22 ii 4908-2766-4398.2 ARTICLE X TRUSTEE AND PAYING AGENT Section 10.01. Acceptance of Trusts 22 Section 10.02. No Responsibility for Recitals 22 Section 10.03. Limitation on Liability 22 Section 10.04. Compensation; Advances 23 Section 10.05. Notice of Events of Default 23 Section 10.06. Good Faith Reliance 23 Section 10.07. Identity of Bondholder 24 Section 10.08. [Reserved] 24 Section 10.09. [Reserved] 24 Section 10.10. Construction of Indenture 24 Section 10.11. Resignation of Trustee 24 Section 10.12. Removal of Trustee 24 Section 10.13. Appointment of Successor Trustee 24 Section 10.14. Qualifications of Successor Trustee 25 Section 10.15. Judicial Appointment of Successor Trustee 25 Section 10.16. Acceptance of Trusts by Successor Trustee 25 Section 10.17. Successor by Merger or Consolidation 25 Section 10.18. Standard of Care; Action by Trustee 25 Section 10.19. Intervention in Litigation of Issuer 26 Section 10.20. Paying Agent 26 Section 10.21. Qualifications of Successor Paying Agent; Resignation; Removal 27 Section 10.22. Registrar 27 Section 10.23. Qualifications of Successor Registrar; Resignation; Removal 28 Section 10.24. Co-Trustees 28 Section 10.25. Several Capacities 29 Section 10.26. Waiver of Noncompliance of Trustee, Paying Agent and Registrar 29 ARTICLE XI EXECUTION OF INSTRUMENTS BY BONDHOLDER; PROOF OF OWNERSHIP OF BOND 29 ARTICLE XII SUPPLEMENTAL INDENTURES Section 12.01. [Reserved] 30 Section 12.02. Supplemental Indentures Requiring Consent of the Bondholder 30 Section 12.03. Discretion of Trustee in Entering Into Supplements and Amendments 30 4908-2766-4398.2 ARTICLE XIII MISCELLANEOUS Section 13.01. Successors of Issuer 31 Section 13.02. Parties in Interest 31 Section 13.03. Severability 31 Section 13.04. No Personal Liability of Issuer Officials 31 Section 13.05. [Reserved] 31 Section 13.06. Counterparts 31 Section 13.07. Governing Law 31 Section 13.08. Notices 32 Section 13.09. Holidays 33 Section 13.10. Commencement of Effectiveness 33 Section 13.11. Captions 33 Section 13.12. Electronic Communications 33 Signatures 34 Exhibit A Form of Bond A-1 Exhibit B Form of Investor Letter B-1 Exhibit C Form of Draw Certificate C-1 • iv 4908-2766-4398.2 TRUST INDENTURE THIS TRUST INDENTURE (this "Indenture"), is made and entered into as of , 2025, between the CITY OF WEST MEMPHIS, ARKANSAS (the "Issuer"), a duly organized and existing city of the first class under the laws of the State of Arkansas, and SIMMONS BANK,a banking corporation duly organized and existing under and by virtue of the laws of the State of Arkansas,having power and authority to accept and execute trusts, and having its designated corporate trust office at 501 S. Main Street, Pine Bluff, Arkansas, as trustee (the "Trustee"); WITNES SETH: WHEREAS, the Issuer is authorized by the Municipalities and Counties Industrial Development Revenue Bond Law, Arkansas Code Annotated Sections 14-164-201 et seq. (the "Act"), to acquire lands, to own, construct, improve, equip and lease industrial buildings, improvements and facilities, to incur other costs and expenses, and to make other expenditures incidental to and for the securing and developing of industry; and WHEREAS,the Issuer is further authorized by Amendment 65 to the Constitution of the State of Arkansas ("Amendment 65") and the Act to issue industrial development revenue bonds payable from revenues derived from the industrial project so acquired, constructed and equipped; and WHEREAS, the necessary arrangements have been made with Groot LLC, a Delaware limited liability company (the"Company"), for the acquisition and installation of certain items of machinery, equipment and other tangible personal property (and maintenance and repair parts related thereto) to be utilized for data center operations (as more particularly defined hereinafter, the"Personal Property Project")in an industrial project to be located on approximately 1,102 acres of land within the corporate boundaries of the Issuer (the "Land"), and to lease the Personal Property Project to the Company pursuant to the terms of a Lease Agreement (as hereinafter defined) of even date herewith for use in the Company's business; and WHEREAS, permanent financing of the Personal Property Project costs, necessary costs and expenditures incidental thereto, and the costs of the issuance of bonds is being furnished by the Issuer issuing from time to time its Taxable Industrial Development Revenue Bond under the provisions of the Act in the aggregate principal amount of not to exceed Fifty Billion Dollars ($50,000,000,000) (the "Bond"); and WHEREAS, the execution and delivery of this Indenture and the issuance of the Bond have been in all respects duly and validly authorized by ordinance of the City Council of the Issuer, pursuant to the Act; and WHEREAS, the Bond in fully registered form and the Trustee's certificate of authentication to be endorsed on such Bond are to be in substantially the form set forth in Exhibit 4908-2766-4398.2 A hereto with necessary and appropriate variations, omissions and insertions as permitted or required by this Indenture; and WHEREAS,pursuant to this Indenture and to secure the payment of the Bond, the Issuer shall pledge to the Trustee certain of its rights under the Lease Agreement, all revenues arising under the Lease Agreement,and certain other rights and property as further defined in the Granting Clauses herein; and WHEREAS,all things necessary to constitute the Indenture a valid assignment and pledge of the Trust Estate for the payment of the principal of and interest on the Bond issued hereafter, and the creation,execution and delivery of the Indenture,have in all respects been duly authorized: NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS TRUST INDENTURE WITNESSETH: That the Issuer, in consideration of the premises and of the acceptance by the Trustee of the trusts hereby created, and of the purchase and acceptance of the Bond by the Owner thereof, and of the sum of Ten Dollars ($10.00), lawful money of the United States of America, to it duly paid by the Trustee, at or before the execution and delivery of these presents, and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of and interest on the Bond according to its tenor and effect and to insure the performance and observance by the Issuer of all the covenants expressed or implied herein and in the Bond,has given, granted,pledged, assigned, conveyed,mortgaged and transferred and does by these presents give, grant,pledge, assign, convey, mortgage and transfer to the Trustee, and to its successors in the trusts hereby created, and to them and their assigns forever: I. The Lease Agreement and all rights (except with respect to rights under Section 8.6 of the Lease Agreement which are retained by the Issuer), but not obligations, of the Issuer thereunder, and all revenues and income derived by the Issuer from the leasing of the Personal Property Project. II. All right, title and interest of the Issuer in and to the Pledged Revenues (defined herein) and all right of the Issuer in and to the collection and receipt of the Pledged Revenues. • III. All right,title and interest of the Issuer in and to all Funds created hereunder and all moneys and Investment Securities held at any time therein. . IV. • Any and all other property of every name and nature from time to time hereafter, by delivery or by writing of any kind, given, granted, pledged, assigned, conveyed, mortgaged or transferred, as and for additional security hereunder, by the Issuer or by anyone in its behalf or 4908-2766-4398.2 2 with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all time and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby given, granted, pledged, assigned, conveyed, mortgaged and transferred, or agreed or intended so to be, to the Trustee and its successors in said trusts and to them and their assigns forever; IN TRUST,NEVERTHELESS, upon the terms and trusts herein set forth, for the benefit, security and protection of the Owner of the Bond issued under and secured by this Indenture; PROVIDED, HOWEVER, that when the principal of and accrued and unpaid interest on the Bond secured hereby have been paid or shall be deemed to have been paid in accordance with the terms and provisions of this Indenture, then this Indenture and the rights hereby granted shall cease, determine and be void; otherwise,this Indenture shall be of full force and effect. THIS INDENTURE FURTHER WITNES SETH and it is expressly declared that the Bond issued and secured hereunder is to be issued, authenticated and delivered and all property hereby given, granted, pledged, assigned, conveyed, mortgaged or transferred is to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer has agreed and covenanted and does hereby agree and covenant with the Trustee and with the Owner, from time to time, of the Bond or any part thereof, as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions. In addition to the words and terms defined in the Lease Agreement of even date herewith (the "Lease Agreement"), by and between the Issuer and the Company, or elsewhere defined in this Indenture, the following words and terms as used herein shall have the following meanings unless the context or use indicates another or different meaning or intent: "Act"means the Municipalities and Counties Industrial Development Revenue Bond Law, Arkansas Code Annotated Sections 14-164-201 et seq., and all acts supplemental thereto or amendatory thereof. "Affiliate" means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and"control,"when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Authorized Company Representative"means the person or persons at the time designated to act on behalf of the Company by written certificate furnished to the Issuer and the Trustee and containing the specimen signature(s) of such person(s) and signed on behalf of the Company by 4908-2766-4398.2 3 the � , or of the Company. Such certificate may designate an alternate or alternates. • "Authorized Issuer Representative"means the Mayor of the Issuer and/or any other person designated by the Mayor in a written certificate furnished to the Trustee and the Company and containing the specimen signature(s) of such person(s) and signed on behalf of the Issuer by the Mayor. Such certificate may designate an alternate or alternates. "Bond" or "Bonds" means any or all of the City of West Memphis, Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project), Series 2025B, in the aggregate principal amount of not to exceed$50,000,000,000,to be issued pursuant to this Indenture. "Bond Counsel"means any firm of nationally recognized bond counsel expert in the field of municipal finance reasonably acceptable to the Issuer. "Bond Fund"means the fund by that name created in Section 4.01 hereof. "Bondholder" or "Owner" means the Person in whose name the Bond is registered upon the registration books maintained pursuant to Section 2.07 hereof. "Bond Purchase Agreement" means the Bond Purchase Agreement dated 2025,between the Issuer and the Original Purchaser, and approved by the Company. "Business Day" means a day of the year other than a Saturday or Sunday on which banks located in the city in which the Principal Office of the Trustee is located, and in the city in which the Principal Office of the Paying Agent is located, are not required or authorized to close. "City Clerk"means the City Clerk of the Issuer. • "Company"means Groot LLC, a Delaware limited liability company. "Completion Date"means the date of completion of the acquisition and installation of the Personal Property Project, as set forth in Article V hereof "Costs of Issuance" means all costs incurred in connection with the borrowing, including all costs incurred in connection with the authorization, sale and issuance of, and draws under, the Bond and the transactions contemplated herein, including, but not limited to, (a)counsel fees and expenses (including Bond Counsel, as well as any other specialized counsel fees and expenses incurred in connection with the borrowing), (b)the initial fees and expenses of the Trustee, and (c) costs incurred in connection with the required public approval process (e.g., publication costs for public notices). "Draw Certificate" means, with respect to each draw under the Bond, a certificate of the Company, approved by the Owner of the Bond, such approval to be evidenced by its execution thereof, in substantially the form attached hereto as Exhibit C. 4908-2766-4398.2 4 "Escrow Investments"means any of the following obligations or securities: (a) Government Obligations; and (b) any other obligations or securities to which the Bondholder consents in writing. "Event of Default"means any of the events specified in Section 9.01 hereof. "Fund" means a fund or an account established under this Indenture, unless the context indicates reference to a particular fund. "Government Obligations" means (i) direct obligations of the United States of America, (ii) obligations on which the full and timely payment of principal and interest is fully and unconditionally guaranteed by the United States of America(including any such securities issued or held in book-entry form on the books of the Department of Treasury of the United States of America), and (iii) evidences of direct ownership or proportionate or individual interest in future interest or principal payments on specified direct obligations of, or obligations on which the full and timely payment of principal and interest is fully and unconditionally guaranteed by,the United States of America, which obligations are held by a bank or trust company organized and existing under the laws of the United States of America or any state thereof in the capacity of custodian in form and substance satisfactory to the Trustee. "Indenture" means this Trust Indenture, dated as of , 2025, between the Issuer and the Trustee, including any amendments and supplements hereto. "Interest Period"means the period from and including each Payment Date to and including the day preceding the next Payment Date, except the first Interest Period for the Bond shall begin on(and include) . E, 2025. "Investment Securities" means, if and to the extent the same are at the time legal for investment of funds held under this Indenture: (a) Cash deposits, certificates of deposits or money market deposits (insured at all times by the Federal Deposit Insurance Corporation or otherwise collateralized with Government Obligations); (b) Commercial paper which is rated at the time of purchase in the highest short-term rating category of at least two nationally recognized rating agencies and which matures no more than 270 days after the date of purchase; (c) Investments in money market funds subject to SEC Rule 2a-7 and rated in the highest short-term rating category of at least one of S&P and Moody's, including, without limitation,any such fund for which the Trustee or an Affiliate of the Trustee serves • as investment manager, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an Affiliate of the Trustee receives fees from such funds for services rendered, (ii) the Trustee charges and collects fees for services rendered pursuant to this Indenture,which fees are separate from the fees received 4908-2766-4398.2 5 from such funds, and(iii) services performed for such funds and pursuant to this Indenture may at times duplicate those provided to such funds by the Trustee or its Affiliates; and (d) Any cash sweep account maintained by the Trustee and consisting of investments described in clauses (a)through(c). "Investor Letter"means the form of the letter attached as Exhibit B hereto. "Issuer"means the City of West Memphis,Arkansas, its successors and assigns. "Land" means the real estate described in Exhibit B to the Lease Agreement. "Lease" or "Lease Agreement" means the Lease Agreement dated as of a 2025, by and between the Issuer and the Company, concerning the use of the Personal Property Project by the Company. "Maturity," "due," "payable" and like terms mean stated maturity and any mandatory redemption prior to maturity. "Mayor"means the Mayor of the Issuer. "Moody's"means Moody's Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successor or successors. "Original Purchaser" means Stonewall Valley Investments, LLC, a limited liability company organized and existing under the laws of the State of Delaware,the original purchaser of the Bond. "Outstanding, " when used in reference to the Bond, means, as at any particular date, the aggregate principal amount of the Bond authenticated and delivered under this Indenture except: (a) the principal amount canceled at or prior to such date; (b) the principal amount deemed to be paid in accordance with Article VIII of this Indenture; and (c) any Bond in lieu of or in exchange or substitution for which another Bond or Bonds shall have been authenticated and delivered pursuant to this Indenture. "Paying Agent" means the Paying Agent appointed in accordance with Section 10.20 hereof. "Payment Date" means each _ (or if not a Business Day, the next Business Day), commencing ‘, 2026. "Person" means natural persons, firms, partnerships, associations, corporations, trusts, limited liability companies and public bodies. 4908-2766-4398.2 6 "Personal Property Project" means those items of machinery, equipment and other tangible personal property (and maintenance and repair parts related thereto) described in Exhibit A to the Lease Agreement(as it may be amended from time to time), and maintenance and repair parts related thereto, acquired and installed on the Land with proceeds from the sale of the Bond (or reimbursed with proceeds from the sale of the Bond), and any item of machinery, equipment or tangible personal property acquired and installed on the Land in substitution therefor pursuant to the provisions of Section 6.1(b) of the Lease Agreement. All property comprising a part of the Personal Property Project shall be identified in a ledger maintained by the Company. "PILOT Agreement" means the Agreement for Payments in Lieu of Taxes dated , 2025, by and between the Issuer and the Company. "Pledged Revenues"means and shall include: (a)payments received pursuant to the Lease Agreement; (b) investment income and profits from all Funds maintained pursuant to this Indenture; and (c) any proceeds which arise from the enforcement of the obligations of the Issuer under the terms of this Indenture. "Principal Office" of the Trustee means the Trustee's office in Pine Bluff; Arkansas; the Principal Office of the Paying Agent means the office thereof designated in writing to the Trustee or, if the Trustee is the Paying Agent,the Principal Office of the Trustee or a designated office of the Trustee's Affiliate;and the Principal Office of the Registrar means the office thereof designated in writing to the Trustee or, if the Trustee is the Registrar,the Principal Office of the Trustee or a designated office of the Trustee's Affiliate. "Project Costs" means all costs and items permitted to be financed under the provisions of the Act, including,but not limited to: (i)the cost of architectural, engineering, legal and related services; (ii) the cost of the preparation of plans, specifications, studies, surveys and estimates of cost and of revenue and all other expenses necessary or incident to planning, providing or determining the feasibility and practicability of the Personal Property Project; (iii) the cost of all machinery, equipment and other tangible personal property comprising the Personal Property Project and the cost of installing and placing the same in operation; and(iv) Costs of Issuance with respect to each draw under the Bond to finance the Personal Property Project. "Record Date means the fifteenth day of the month eontairung each PaymentDate, "Registrar"means the Registrar appointed in accordance with Section 10.22 hereof. "S&P"means Standard&Poor's Ratings Group,a Division of McGraw-Hill,a corporation organized and existing under the laws of the State of New York, its successor or successors. "Schedule A"means the Schedule of Draws and Redemptions in the form attached to the Bond certificate as Schedule A, as maintained by the Trustee. "State"means the State of Arkansas. "Trustee" means Simmons Bank, Pine Bluff, Arkansas, a banking corporation organized and existing under the laws of the State of Arkansas, as trustee under this Indenture, its successors in trust and their assigns. 4908-2766-4398.2 7 "Trust Estate"means the property described in the granting clauses of this Indenture. Section 1.02. Use of Phrases. "Herein,""hereby,""hereunder,""hereof,""hereinbefore," "hereinafter" and other equivalent words refer to this Indenture and not solely to the particular portion hereof in which any such word is used. In the use of defined terms herein, the singular includes the plural and the plural includes the singular. Masculine pronouns used in this Indenture include the feminine and neuter genders, as well as the•masculine. ARTICLE II • THE BOND Section 2.01. Issuance of the Bond. (a) Limitation. No Bond may be issued under the provisions of this Indenture except in accordance with this Article. (b) Provisions of Bond. (i) The Bond shall be designated "City of West Memphis, Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project) Series 2025B," shall be dated as of' 2025 and shall mature, subject to prior redemption,upon the terms and conditions hereinafter set forth. (ii) (A) The Bond shall be issued in the aggregate principal amount of not to exceed $50,000,000,000; provided, however, that the principal amount due thereon shall be only such amount as has been drawn down and not redeemed by the Issuer as reflected on Schedule A thereto,and interest shall accrue only upon such amount. Payment of each installment of interest and principal shall be made to the Person in whose name the Bond is registered on the registration books of the Issuer maintained by the Registrar at the close of business on the Record Date, irrespective of any transfer or exchange of the Bond subsequent to such Record Date and prior to such Payment Date. The Bond shall bear interest from and including the latest of(a) its dated date, (b) the date to which interest has been paid or provided for until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions hereof, whether at maturity, upon redemption or otherwise, or (c)the date of the initial draw with respect to the Bond; provided, however, that interest on the amount of each subsequent draw with respect to the Bond shall accrue from the date of such draw. The installments of interest and principal payable on Payment Dates shall be applied first to interest at the interest rate set forth in Section 2.01(b)(ii)(B) hereof upon the principal sum or so much thereof as from time to time remains unpaid, and the balance thereof shall be applied to principal. Interest on the Bond shall be paid in arrears, for the then preceding Interest Period, on each Payment Date and shall be computed on the basis of a 3.60-day year of twelve 30-day months. Bonds issued in connection with any registration of transfer or exchange shall additionally be dated the date of authentication thereof 4908-2766-4398.2 8 (B) The Bond shall bear interest at the rate of 5.50%per annum and shall mature on, 2055. (c) Form of Bond. The Bond and the Trustee's Certificate of Authentication. shall be in substantially the form set forth in Exhibit A hereto with such appropriate variations, omissions, substitutions and insertions as are permitted or required by this Indenture and may have such letters, numbers or other marks of identification and such legends and endorsements placed thereon as may be required to comply with any applicable laws or rules or regulations and as may, consistently herewith, be determined by the officers executing such Bond as evidenced by their signing thereof. There shall be included with or printed on the Bond the approving opinion of Bond Counsel. (d) Redemption. The Bond shall be subject to redemption prior to maturity, as set forth in Article III hereof. (e) Denomination. The Bond shall be issuable as a single fully registered Bond without coupons in the denomination of the principal amount of the Bond then drawn, and shall be numbered"R25B-1". (I) Manner of Payment. (i) Principal of the Bond and accrued interest on the Bond payable at maturity or on redemption shall be payable to the Owner of such Bond upon presentation and surrender of such Bond as it becomes due at the Principal Office of the Paying Agent. (ii) Accrued and unpaid interest and principal on the Bond due on a Payment Date shall be paid on each Payment Date by check drawn upon the Paying Agent and mailed to the Owner of such Bond as of the close of business on the Record Date next preceding the Payment Date at the registered address of such Owner as it shall appear on the registration books maintained by the Registrar, notwithstanding the cancellation of the Bond upon any exchange or registration of transfer thereof subsequent to the Record Date and prior to such Payment Date. Notwithstanding the foregoing, so long as the Bond is owned in whole by an Affiliate of the Company, all payments of principal of or interest thereon, whether on a Payment Date or upon maturity or redemption will be made directly by the Company to the sole Bondholder on the due date (by means of net settlement through entries made on the books of the Company and Bondholder) unless and until the Company notifies the Trustee of its intent to do otherwise: Written notice of the making of any such direct payment shall be given by the Company to the Trustee contemporaneously with the delivery or booking of the payment. (iii) Payment as aforesaid shall be made in lawful money of the United States of America. (g) Bond Date. The Bond shall be dated as set forth in Section 2.01(b)(i). 4908-2766-4398.2 9 (h) Draws. For so long as the Bond is Outstanding and no uncured default exists hereunder, draws may be made under the Bond to finance the acquisition, installation, reimbursement and equipping of the Personal Property Project, up to a maximum of$50,000,000,000 in the aggregate of all draws under the Bond. Draws shall be made upon compliance with all of the requirements of the Lease Agreement relating to' additional draws and delivery to the Trustee of an executed copy of the Draw Certificate relating to such draw. Upon receipt of a validly completed Draw Certificate, the Trustee shall make appropriate notation of such draw on Schedule A. Upon the Original Purchaser's request and delivery of the.Bond certificate to the Trustee, the Trustee shall • make similar notation on the copy of Schedule A attached to the Bond certificate, but the copy of Schedule A maintained by the Trustee shall control in the event of any discrepancy. Section 2.02. Execution. The Bond shall be executed on behalf of the Issuer by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, and the Issuer's seal shall be affixed thereto or imprinted thereon. If any officer of the Issuer who shall have executed the Bond shall cease to be such officer before the Bond so executed (by manual or facsimile signature) shall be authenticated and delivered by the Trustee, the Bond nevertheless may be authenticated and delivered as though the person who executed the Bond had not ceased to be such officer of the Issuer,but the Bond may also be executed on behalf of the Issuer by such persons as at the actual time of such execution of the Bond shall be the proper officers of the Issuer, although at the date of the Bond such persons may not have been officers of the Issuer. Section 2.03. Limited and Special Obligation of Issuer. The Bond is the limited and special obligation of the Issuer secured solely by a lien on and pledge of the Trust Estate and does not constitute an indebtedness of the Issuer within the meaning of any State constitutional or statutory limitation. The Bond shall never constitute or give rise to a charge against the Issuer's general credit or taxing powers. No recourse shall be had for the enforcement of any obligation, covenant,promise or agreement of the Issuer contained in this Indenture or the Bond or any claim based thereon or otherwise in respect thereof against any officer, alderman or employee, as such, in his individual capacity, past, present or future, of the Issuer or of any successor entity, either directly or through the Issuer or any successor entity, whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, it being expressly agreed and understood that no personal liability whatsoever shall attach to, or be incurred by, any officer, alderman or employee as such,past,present or future, of the Issuer or of any successor entity, either directly or by reason of any of the obligations, covenants,promises or agreements entered into between the Issuer and the Trustee to be implied therefrom as being supplemental thereto, and that all personal liability of that character against every such officer and employee is expressly waived and released. Section 2.04. Authentication. Only when the Bond shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A hereto duly executed by the Trustee shall it be entitled to any right or benefit under this Indenture. The Bond shall not be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon the Bond shall be conclusive evidence that such Bond has been authenticated under this Indenture. The 4908-2766-4398.2 10 certificate of authentication on the Bond shall be deemed to have been executed by the Trustee if manually signed by an authorized officer or signatory of the Trustee. Section 2.05. Delivery of the Bond. Upon the execution and delivery of this Indenture, the Issuer shall execute the Bond and deliver it to the Trustee, and the Trustee shall authenticate the Bond and deliver it to the Original Purchaser. Prior to the delivery by the Trustee of the Bond there shall be filed with the Trustee: (a) a copy, duly certified by the City.Clerk, of the ordinance or ordinances adopted by the Issuer authorizing the issuance of the Bond and the execution, delivery and performance of this Indenture; (b) an original executed counterpart of this Indenture and the initial Draw Certificate; (c) original executed counterparts of the Lease Agreement, the Bond Purchase Agreement and the PILOT Agreement; (d) a Cross Receipt for Bond and Purchase Price signed by the Original Purchaser and the Trustee, evidencing the Original Purchaser's receipt of the Bond and the receipt by the Trustee of the purchase price, equal to the initial draw under the Bond,in the amount of$ (e) an original executed Investor Letter; (f) a written opinion of Bond Counsel to the effect that the Bond has been duly authorized,executed and delivered by the Issuer and constitutes the legal,valid and binding obligation of the Issuer enforceable against the Issuer in accordance with its terms, with appropriate exceptions for bankruptcy and principles of equity; and (g) a Request and Authorization to Authenticate and Deliver Bond executed by the Issuer. Prior to the Trustee's delivery of the Bond to the Original Purchaser,the Trustee shall make appropriate notation on Schedule A attached to the Bond certificate of the amount and date of the initial draw thereunder. Section 2.06. Lost,Destroyed or Improperly Cancelled Bond. If any Bond,whether in temporary or definitive form, is lost(whether by reason of theft or otherwise), destroyed(whether by mutilation, damage in whole or in part or otherwise) or improperly cancelled, the Issuer shall execute and the Trustee shall authenticate and deliver a new Bond of like date and denomination and bearing a number not contemporaneously outstanding, provided that (a) in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee and (b) in the case of any lost Bond or Bond destroyed in whole, there shall be first furnished to the Issuer and the Trustee evidence of such loss or destruction,together with indemnity,satisfactory to them. If after the delivery of such duplicate Bond a protected purchaser of the original Bond in lieu of which such duplicate Bond was issued presents for payment such original Bond, the Issuer and the 4908-2766-4398.2 1 1 Trustee shall be entitled to recover such duplicate Bond from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser,and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. In the event any lost, destroyed or improperly cancelled Bond shall have matured or is about to mature, or has been called for redemption, instead of issuing a duplicate Bond the Issuer may pay the same without surrender thereof(except the surrender of the mutilated Bond not destroyed or lost) if there shall be first furnished to the Issuer and the Trustee evidence of such loss or destruction, together with indemnity,satisfactory to them. Upon the issuance of any substitute Bond,the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Trustee may charge the Owner of any such Bond with the Trustee's reasonable fees and expenses in connection with any transaction described in this Section 2.06. Every substitute Bond issued pursuant to the provisions of this Section 2.06 by virtue of the fact that any Bond is lost or destroyed shall constitute an additional contractual obligation of the Issuer,whether or not the lost or destroyed Bond shall be at any time enforceable, and shall be entitled to all the benefits of this.Indenture equally and proportionately with any and all other Bonds duly issued hereunder. All Bonds shall be held and owned upon the express condition that, to the extent permitted by law, the foregoing provisions are exclusive with respect to the replacement or payment of lost, destroyed or improperly cancelled Bonds, notwithstanding any law or statute now existing or hereafter enacted. Section 2.07. Transfer, Registration and Exchange of Bond. The Registrar shall maintain and keep, at its Principal Office, books for the registration and registration of transfer of the Bond, which at all reasonable times shall be open for inspection by the Issuer and the Trustee. Upon presentation for such purpose of the Bond entitled to registration or registration of transfer at the Principal Office of the Registrar, the Registrar shall register or register the transfer of such Bond in such books, under such reasonable regulations as the Registrar may prescribe. The Registrar shall make all necessary provisions to permit the exchange or registration of transfer of the Bond at its Principal Office. The registration of transfer of the Bond shall be registered upon the registration books of the Registrar at the written request of the Owner thereof or his attorney duly authorized in writing, ' upon surrender thereof at the Principal Office of the Registrar, together with a written instrument • of transfer satisfactory to the Registrar duly executed by the Owner or his duly authorized attorney. Upon the registration or registration of transfer of any such Bond,the Issuer shall issue in the name of the transferee,in authorized denominations,a new Bond in the same aggregate principal amount as the surrendered Bond. The Issuer, the Trustee, the Registrar or the Paying Agent may deem and treat the Owner of the Bond as the absolute owner of the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and neither the Issuer,the Trustee,the Registrar nor the Paying Agent shall be affected by any notice to the contrary. All such payments so made to any such Owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. 4908-2766-4398.2 12 NOTWITHSTANDING ANYTHING IN THIS INDENTURE TO THE CONTRARY, THE BOND MAY ONLY BE TRANSFERRED ONLY IN WHOLE AND ONLY TO A PERSON OR ENTITY WHICH HAS EXECUTED AND DELIVERED TO THE ISSUER, THE COMPANY AND THE TRUSTEE AN INVESTOR LETTER IN THE FORM ATTACHED HERETO AS EXHIBIT B PRIOR TO SUCH TRANSFER. Section 2.08. Temporary Bond. Pending the preparation of the definitive Bond, the Issuer may execute and the Trustee shall authenticate and deliver a temporary Bond. A temporary Bond shall be issuable as a registered Bond without coupons,of any authorized denomination,and substantially in the form of the definitive Bond but with such omissions, insertions and variations as may be appropriate for a temporary Bond,all as may be determined by the Issuer. A temporary Bond may contain such reference to any provisions of this Indenture as may be appropriate. Every temporary Bond shall be executed by the Issuer and shall be authenticated by the Trustee upon the same conditions and in substantially the same manner,and with like effect, as the definitive Bond. As promptly as practicable, the Issuer shall execute and shall furnish definitive the Bond and thereupon the temporary Bond shall-be surrendered in exchange therefor without charge at the Principal Office of the Trustee, and the Trustee shall authenticate and deliver in exchange for such temporary Bond a like aggregate principal amount of the definitive Bond. Until so exchanged,the temporary Bond shall be entitled to the same benefits under this Indenture as the definitive Bond. Section 2.09. Cancellation of Bowl. If the Bond shall have been surrendered to the Paying Agent or any co-paying agent for payment or redemption, and when the Bond shall have been surrendered to the Registrar for exchange or registration of transfer, such Bond shall be delivered to the Trustee for cancellation. A Bond delivered to or acquired by the Trustee for cancellation shall be cancelled by the Trustee and shall be deemed paid for all purposes of this Indenture. In accordance with applicable law and regulations and the Trustee's applicable policies and procedures, the Trustee shall furnish to the Issuer, upon receipt of a written request from the Issuer,the Paying Agent and the Registrar counterparts of certificates evidencing such cancellation and specifying such Bond by number. ARTICLE III REDEMPTION OF BOND Section 3.01. Optional Redemption. The Bond is subject to redemption at the option of the Company, communicated in a written notice to the Issuer and the Trustee, in whole or in part on any date, at a redemption price equal to the principal amount of the Bond being redeemed,plus accrued and unpaid interest due thereon to the date of redemption, from funds deposited into the Bond Fund pursuant to Section 4.01(f)hereof. Section 3.02. [Reserved] Section 3.03. Redemption in Part. The Bond shall be redeemed from any funds available for that purpose in accordance with the provisions of this Indenture (including any supplemental indenture). If an Owner thereof presents to the Trustee the Bond to be redeemed in part,the Trustee shall make notation of such redemption on the copy of Schedule A attached to the Bond certificate. 4908-2766-4398.2 13 Section 3.04. Procedure for Redemption. In the event the Bond is called for redemption, the Trustee,after.receiving written notice from the Company,shall,at the expense of the Company, give notice by first-class mail or, if an Affiliate of the Company is the only Bondholder, by facsimile transmission to a facsimile number provided to the Trustee by the Company,in the name of the Issuer, of the redemption of the Bond, which notice shall: (a) specify the Bond, or portion thereof,to be redeemed,the redemption date,the redemption price,the location at which the Bond is to be surrendered for payment and, if fewer than all of the Outstanding principal amount of the Bond is to be redeemed, the portions of the Bond to be so redeemed; (b) state any condition to such redemption; and (c) state that on the redemption date, and upon the satisfaction of any such condition,the Bond shall cease to bear interest. Such notice may set forth any additional information relating to such redemption. If a notice of redemption shall be unconditional,then, upon presentation and surrender of the Bond at the place or places of payment,the Bond shall be redeemed. Notice of redemption shall be effective upon confirmed transmission in the case of a facsimile notice and upon deposit in the United States mails, with sufficient postage affixed, with respect to mailed notices, regardless of whether such notice is received. Notice of redemption under this Section 3.04 shall be given not less than 5 days prior to the redemption date unless a shorter period of time is agreed to in writing by the Owner of the Bond. The Bond or portion thereof which has been duly selected for redemption and which is deemed to be paid in accordance with Article VIII hereof shall cease to bear interest on the specified redemption date. Section 3.05. Payment of Redemption Price. For the redemption of the Bond,the Issuer shall cause to be deposited in the Bond Fund an amount sufficient to pay the principal of and the accrued and unpaid interest on the Bond to become due on the date fixed for such redemption. The obligation of the Issuer to cause any such deposit to be made hereunder shall be reduced by the amount of moneys in the Bond Fund available on such redemption date for payment of the principal of and the accrued and unpaid interest on the Bond. Upon the redemption of the Bond, the Trustee shall make appropriate notation of such redemption on Schedule A. Upon the Original Purchaser's written request and delivery of the Bond certificate to the Trustee, the Trustee shall make similar notation on the copy of Schedule A attached to the Bond certificate, but the copy of Schedule A maintained by the Trustee shall control in the event of any discrepancy. ARTICLE IV FUNDS AND DEPOSITS Section 4.01. Bond Fund. (a) There is hereby created a special fund to be held by the Trustee as a trust fund, which is hereby designated as the "City of West Memphis, Arkansas Taxable IDB Series 2025B Bond Fund" (the"Bond Fund"). (b) There shall be deposited into the Bond Fund in accordance with Section 5.3(a) of the Lease Agreement, by wire transfer to the Trustee of immediately available 4908-2766-4398.2 14 funds no later than 10:00 a.m.,West Memphis,Arkansas time,on each Payment Date until the Outstanding Bond with accrued and unpaid interest thereon has been paid in full, or• provision shall have been made for such payment, Pledged Revenues in an amount equal to principal and accrued and unpaid interest due and owing on the Bond on such Payment Date. (c) The Issuer shall also deposit into the Bond Fund, as received, all amounts received by it pursuant to Sections 5.3(b) and(c), 9.4 and 11.2 of the Lease Agreement. If Pledged Revenues are insufficient to make any required payment into the Bond Fund on the date on which it is required to be made,the amount of any such deficiency in the payment made shall be paid from the first available Pledged Revenues. There shall be credited against any deposit required pursuant to subsection(b) above any funds held in the Bond Fund at the time specified for such deposit in excess of the amounts required to be on deposit therein on the Business Day prior to the day on which the transfer is to be made and available for the purpose. In the event that moneys deposited pursuant to subsection(b) above are not sufficient to provide for principal and accrued and unpaid interest due on the then next Payment Date, the Issuer shall (subject to Section 2.03 hereof), immediately upon notice from the Trustee, deposit an amount at least equal to such deficiency in the Bond Fund. (d) All moneys in the Bond Fund shall be used solely for the purpose of paying principal and accrued and unpaid interest on the Bond and the Trustee's fees and expenses, except as herein specifically provided. (e) The Trustee shall withdraw from the Bond Fund, on any Payment Date or any redemption date, an amount equal to the portion of principal and accrued and unpaid interest then due, for the sole purpose of paying the same, which direction the Trustee hereby accepts. (f) The Company may deposit in the Bond Fund at any time amounts from any source, which amounts shall be applied by the Trustee to redeem the Bond pursuant to Section 3.01 hereof. (g) Notwithstanding the requirements of this Section 4.01 with respect to the deposit of Pledged Revenues to the Bond Fund, such obligations shall be deemed satisfied to the extent of the direct payment of principal and interest due on the Bond to the Bondholder as provided in the final two sentences of Section 2.01(f)(ii). 4908-2766-4398.2 15 • ARTICLE V APPLICATION OF PROCEEDS OF THE BOND Section 5.01. Disposition of Bond Proceeds. Upon each draw under the Bond, the proceeds of such draw shall be transferred by the Original Purchaser to the Company (or at its written direction) for application to pay Project Costs and Costs of Issuance pursuant to the terms of Section 4.2 of the Lease Agreement. Notice of all such transfers shall be given by the Original Purchaser or the Company to the Trustee contemporaneously with such transfers. Section 5.02. Establishment of Completion Date. A Completion Date shall be established by the Company with respect to the Personal Property Project in accordance with Section 4.3 of the Lease Agreement. ARTICLE VI • INVESTMENTS Section 6.01. Investments. Any moneys held in the Bond Fund shall be invested and reinvested in Investment Securities. Such investments shall be made,and agreements entered into, by the Trustee as directed and designated by an Authorized Company Representative in writing. As and when any amounts thus invested may be needed for disbursements, the Trustee, at the written direction of the Company, shall cause a sufficient amount of such investments to be sold or otherwise converted into cash to the credit of the Bond Fund. As long as no Event of Default shall have occurred and be continuing, the Company shall have the right to designate the Investment Securities to be sold and otherwise to direct the Trustee in the sale or conversion to cash of the Investment Securities in the Bond Fund. Any investment direction under this Section shall specify the particular investment to be made. The Trustee will not be responsible or liable for any loss suffered in connection with any investment of funds made by it at the direction of the Company or for determining whether any such investment is an authorized investment under applicable law or for any loss resulting from sale of investments under this Article VI. The Trustee shall not be responsible for paying interest on any uninvested funds held by it hereunder or for the investment of any fund or account not held • by the Trustee. Any written direction given under this Article VI may be made by facsimile transmission or other written form. As long as the Trustee provides periodic statements to the Company of investment activity, the Trustee shall not be required to provide brokerage confirmations; provided, however, no statement shall be required for any month in which there is no investment activity. Section 6.02. Investment Earnings. All earnings, whether in the form of interest or profit, derived from the investment of moneys held pursuant to this Indenture shall be credited to the Bond Fund. All losses resulting from the investment of moneys hereunder shall be credited to the Bond Fund. Section 6.03. Valuation of Funds. The Trustee shall sell or present for redemption any Investment Securities as necessary to provide money for the purpose of making any payment • 4908-2766-4398.2 i6 required hereunder.. To the extent that any loss or reduction in value reduces the value of the Bond Fund to a level lower than the level required under this Indenture, such loss or reduction shall be made up as set forth in Section 4.01(c)hereof. The Trustee shall not be liable for any loss resulting from any such sale. ARTICLE VII GENERAL, COVENANTS Section 7.01. Payment of Bond. The Issuer covenants that it will promptly pay the principal of and the accrued and unpaid interest on the Bond at the place, on the date and in the manner provided herein and in the Bond according to the true intent and meaning thereof,but only from Pledged Revenues and subject to the provisions of Section 2.03 hereof. Section 7.02. Performance of Covenants of Issuer; Representations. The Issuer shall faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Indenture,in any and every Bond executed,authenticated and delivered hereunder and in all proceedings pertaining thereto. The Issuer represents that it is duly authorized under the Constitution and laws of the State,including the Act,to issue the Bond authorized hereby,to enter into this Indenture and to pledge and assign to the Trustee the Trust Estate. Section 7.03. Limited and Special Obligation. Notwithstanding any other provision of this Indenture, no pecuniary or other obligation of the Issuer set forth herein shall constitute a general obligation or an obligation secured by the faith and credit or taxing power of the Issuer. All such obligations are special obligations of the Issuer, secured solely by the pledge of Pledged Revenues as set forth herein. Section 7.04. Further Instruments. The Issuer shall from time to time execute and deliver such further instruments and take such further action as may be reasonable and as may be required by applicable law to carry out the purposes of this Indenture; provided, however, that no such instruments or actions shall pledge the faith, credit or taxing power of the Issuer or any other political subdivision of the State. Section 7.05. No Disposition. of Trust Estate. Except as permitted by this Indenture or the Lease Agreement, the Issuer shall not sell, lease, pledge, assign or otherwise dispose of or encumber its interest in the Trust Estate and will promptly pay or cause to be discharged or make adequate provision to discharge any lien or charge on any part thereof not permitted hereby. ARTICLE VIII DEFEASANCE Section 8.01. Discharge of Indenture. If the Issuer shall pay or cause to be paid to the Owner of the Bond secured hereby the principal of and the accrued and unpaid interest due and payable on such Bond, such Bond or portion thereof shall cease to be entitled to any lien, benefit or security under this Indenture. If the Issuer shall pay or cause to be paid to the Owner of the Bond secured hereby the principal of and the accrued and unpaid interest due and payable, and 4908-2766-4398.2 17 shall pay or cause to be paid all other sums payable hereunder by the Issuer, including, without limiting the foregoing, the fees and expenses of the Trustee, then, and in that case, the right, title and interest of the Trustee in and to the Trust Estate shall thereupon cease, terminate and become void. In such event, the Trustee shall upon the written request of an Authorized Company Representative assign, transfer and turn over to the Company the Trust Estate, including, without limitation, any surplus in the Bond Fund. Section 8.02. Bond Deemed Paid. All or any portion of the Bond shall, prior to the maturity or redemption date thereof, be deemed to have been paid within the meaning and with the effect expressed in this Article VIII when: (a) in the event that the Bond or portion thereof has been selected for redemption in accordance with Section 3.03 hereof, the Trustee shall have given, or the Issuer shall have given to the Trustee in form satisfactory to it irrevocable instructions to give on a date in accordance with the provisions of Section 3.04 hereof, notice of redemption of such Bond or portion thereof; (b) the Trustee shall hold on deposit in the Bond Fund moneys in an amount which shall be sufficient to pay when due the principal of and the accrued and unpaid interest due and to become due on the Bond or portion thereof on and prior to the redemption date or maturity date thereof, as the case may be; (c) in the event the Bond or portion thereof does not mature and is not to be redeemed within the next succeeding five(5) days,the Issuer shall have given the Trustee, in form satisfactory to it,irrevocable instructions to give,as soon as practicable in the same manner as a notice of redemption is given pursuant to Section 3.04 hereof, a notice to the Owner of the Bond, or portion thereof, that the deposit required by clause (b) above has been made with the Trustee and that the Bond,or portion thereof,is to be paid from moneys so deposited and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of and the accrued and unpaid interest on the Bond. Further, the Bond shall be deemed to be paid within the meaning of this Article VIII and • for all purposes of this Indenture when(a)payment of the principal of and the accrued and unpaid interest on such Bond to the due date thereof(whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms hereof or (ii) shall have been provided for by irrevocably depositing with the Trustee (A)moneys sufficient to make such payment and/or (B)Escrow Investments maturing as to principal and interest in such amount and at such time, without reinvestment, as will ensure the availability of sufficient moneys to make such payment, and (b) all necessary and proper fees, compensation and expenses of the Trustee, including the fees and expenses of Trustee's counsel, the Registrar, the Paying Agent and any Co-Paying Agent pertaining to the Bond shall have been paid or the payment thereof provided for to the satisfaction of the Trustee. At such times as the Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits-of this Indenture, except for the purposes of any such payment from such moneys or Escrow Investments. In determining the sufficiency of moneys 4908-2766-4398.2 18 and Escrow Investments deposited pursuant to this paragraph, the Trustee may rely on a verification report of a firm of nationally recognized independent certified public accountants. Notwithstanding the foregoing paragraph, no deposit under clause (a)(ii) of the immediately preceding paragraph shall be deemed a payment of the Bond as aforesaid until (a)proper notice of redemption of such Bond shall have been previously given in accordance with Section 3.04 of this Indenture or,in the event that such Bond is not to be redeemed within the next succeeding 60 days, until the Issuer shall have given the.Trustee, in form satisfactory to the Trustee, irrevocable instructions to notify, as soon as practicable, the Owner of the Bond, in accordance with Section 3.04 hereof,that the deposit required by(a)(ii) above has been made with the Trustee and that such Bond is deemed to have been paid in accordance with this Article VIII and stating the maturity or redemption date upon which moneys are to be available for the payment of the principal of such Bond, plus interest thereon to the due date thereof; or (b)the maturity of such Bond. Section 8.03. Transfer to Company. On any date following the date of last maturity or redemption of the Bond Outstanding hereunder, the Trustee may transfer any or all moneys and Investment Securities held by the Trustee hereunder to a separate account or accounts established by the Trustee. Notwithstanding any other provision of this Indenture and subject to applicable escheat law, any moneys or Investment Securities held in any Fund for a period of two years after the date specified in this Indenture for payment to the Owner of the Bond (on account of interest, maturity, redemption prior to maturity or required purchase) shall, upon the written request of the Company,be remitted to the Company, and no Owner of the Bond or any other Person shall have any right to or interest in such moneys or Investment Securities. After payment of such moneys to the Company,all liability of the Trustee and the Paying Agent with respect to such moneys shall thereupon cease. • ARTICLE IX DEFAULT AND REMEDIES Section 9.01. Events of Default. Each of the following events shall constitute and is referred to in this Indenture as an"Event of Default": (a) a failure to pay any installment of principal or interest on the Bond when the same shall become due and payable at maturity,upon redemption or otherwise; (b) . a failure by the Issuer to observe and perform any covenant, condition, agreement or provision(other than as specified in clause (a)of this Section 9.01)contained in the Bond or in this Indenture on the part of the Issuer to be observed or performed,which failure shall continue for a period of sixty (60) days after written notice, specifying such failure and requesting that it be remedied and stating that it is a "Notice of Default" hereunder, shall have been given to the Issuer by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the sole Bondholder; provided, however, that in the event that (i) such failure cannot be corrected within sixty (60) days, but is expected to be corrected within 180 days, (ii)the Issuer so certifies to the Trustee in writing, and (iii)the. Issuer institutes corrective action within such sixty 4908-2766-4398.2 19 (60) days and the Issuer certifies that fact to the Trustee, then such 60-day period shall automatically be extended to a 180-day period. Successive 180-day extensions are authorized,provided the conditions in clauses (i)through(iii) above are met; and (c) an"event of default" shall exist under the Lease Agreement. The Trustee may, and at the written request of the sole Bondholder and payment by the Issuer or the Company of all sums then due hereunder shall,waive any Event of Default described in clause (b)or(c)of the preceding paragraph. Notwithstanding the previous sentence,the Trustee shall waive any Event of Default described in clause (b) or (c) of the preceding paragraph upon the written request of the sole Bondholder, whether or not payments have been made by the Company of all sums then due hereunder; provided, however, that all sums due to the Trustee hereunder shall have been paid. If an Event of Default occurs of which the Trustee by Section 10.05 hereof is required to take notice or deemed to have notice, or any other Event of Default occurs of which the Trustee has been specifically notified in accordance with Section 10.05 hereof, and any such Event of Default shall continue for at least two days after the Trustee acquires actual notice thereof,the Trustee shall promptly give notice thereof by first class or certified mail to the Issuer and to the Bondholder. Section 9.02. Remedies. Upon the occurrence and continuance of any Event of Default, then and in every such case the Trustee shall, upon the sole Bondholder and receipt of indemnity to its satisfaction, in its own name and as the Trustee of an express trust: (a) by mandamus,or other suit,action or proceeding at law orin equity,enforce all rights of the Bondholder, and require the Issuer to carry out any agreements with or for the benefit of the Bondholder and to perform its duties under the Act and this Indenture; (b) bring suit upon the Bond; (c) apply in a proper action to a court of competent jurisdiction for the appointment of a receiver to administer the Issuer's interest in the Personal Property Project on behalf of the Issuer and the Bondholder, with power to charge and collect (or by mandatory injunction or otherwise to cause to be charged and collected)rents sufficient to provide for the payment of principal and accrued and unpaid interest on the Bond and the payment of the fees and expenses of the Trustee, and to apply said rents in conformity with the laws of the State and with this Indenture; or (d) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Bondholder. Notwithstanding any other provision herein to the contrary, the Trustee shall take no remedial action hereunder without the express written direction of the sole Bondholder. Section 9.03. Restoration to Former Position. In the event that any proceeding taken by the Trustee to enforce any right under this Indenture shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee,the Issuer,the Trustee and the Bondholder shall be restored to their former positions and rights hereunder, respectively, and 4908-2766-4398.2 20 • all rights, remedies and powers of the Trustee shall continue as though.no such proceeding had been taken. Section 9.04. Bondholder's Right to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding,the sole Bondholder shall have the right by an instrument in writing executed and delivered to the Trustee, and upon providing the Trustee with indemnity to the Trustee's satisfaction,to direct the time,method and place of conducting all remedial proceedings available to the Trustee under this Indenture or exercising any trust or power conferred on the Trustee by this Indenture,provided that no such direction shall be contrary to the provisions of this Indenture or of applicable law or could involve the Trustee in personal liability. Section 9.05. Rights and Remedies of Bondholder. The Bondholder shall have no right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture, for the execution of any trust thereof or for the appointment of a receiver or to enforce any other right or remedy hereunder,unless a default has occurred of which the Trustee has been notified by the Issuer or the Bondholder, or unless also such default shall have become an Event of Default and the Bondholder shall have made written request to the Trustee and shall have offered reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, or unless also the Bondholder has offered to the Trustee indemnity as provided in Section 9.02 or 9.04 hereof, or unless also the Trustee shall thereafter fail or refuse,for a period of at least 60 days,to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its, his or their own name or names. Such notification, request and offer of indemnity are hereby declared in every case at the option of the Trustee to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other right or remedy hereunder, it being understood and intended that the Bondholder shall have no right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by its action or to enforce any right or remedy hereunder except in the manner herein provided, and that all proceedings at law or in equity shall be instituted,had and maintained in the manner herein provided. Section 9.06. Costs of Enforcement. In any proceeding to enforce the provisions of this Indenture or the Bond,the Trustee and the Bondholder shall be entitled to recover from the Issuer all costs of such proceeding, including reasonable attorneys' fees and expenses. • Section 9.07. Proceedings by Trustee Without Possession of Bond. All rights of action under this Indenture or under the Bond secured hereby which are enforceable by the Trustee may be enforced by it without the possession of the Bond, or the production thereof at the trial or other proceedings relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name as trustee of an express trust, subject to the provisions of this Indenture. Section 9.08. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Bondholder is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. 4908-2766-4398.2 21 Section 9.09. No Waiver of Remedies. No delay or omission of the Trustee or of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy given by this Article IX to the Trustee and to the Bondholder, respectively, may be exercised from time to time and as often as may be deemed expedient. ARTICLE X TRUSTEE AND PAYING AGENT Section 10.01. Acceptance of Trusts. The Trustee hereby accepts and agrees to execute the trusts specifically imposed upon it by this Indenture, but only upon the additional terms set forth in this Article X, to all of which the Issuer agrees and the Owner of the Bond agrees by its acceptance of delivery of the Bond. Section 10.02. No Responsibility for Recitals. The recitals, statements and representations contained in this Indenture or in the Bond, save only the Trustee's certificate of authentication upon the Bond, shall be taken and construed as made by and on the part of the Issuer, and not by the Trustee, and the Trustee does not assume, and shall not have, any responsibility or obligation for the correctness of any thereof and makes.no representation as to the validity or sufficiency of the Indenture and the Bond and shall not be responsible for reviewing any financial statements or audits delivered to it hereunder or for perfecting or maintaining the perfection of the lien of this Indenture or recording or rerecording this Indenture or filing any financing statement or continuation statement or for insuring or completing the Personal Property Project. Section 10.03. Limitation on Liability. The Trustee may execute any of the trusts or powers.hereof and perform the duties required of it hereunder by or through attorneys, agents, receivers or employees, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, and the Trustee shall not be answerable for the negligence or misconduct of any such attorney, agent or employee selected by it with reasonable care. Without limitation, the Trustee shall be entitled to the benefit of the foregoing sentence with respect to the delegation to the Registrar and the Paying Agent of any or all of the Trustee's duties hereunder, including its duties with respect to payment of principal or interest on, or redemption of, the Bond and the exchange and transfer thereof. The Trustee shall not be answerable for the exercise of any discretion or power under this Indenture or for anything whatsoever in connection with the trust created hereby, except only for its own negligence or bad faith, and shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion, rights or powers conferred on it by this Indenture. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owner pursuant to Section 9.04 hereof relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee under this Indenture. No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee shall not be liable for any error of 4908-2766-4398.2 22 judgment made in good faith unless it shall be proved that the Trustee was negligent in ascertaining • the pertinent facts. The permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee. The Trustee shall have no responsibility for any offering document relating to the Bond. The Trustee shall have no responsibility for the use of the proceeds of the Bond paid out in accordance with this Indenture. Section 10.04. Compensation;Advances. The Trustee,Registrar and Paying Agent shall be entitled to reimbursement for their reasonable fees for services rendered hereunder and for all advances, counsel fees and expenses and other expenses reasonably and necessarily made or incurred by them in and about the execution of the trusts created by this Indenture and in and about the exercise and performance by them of their powers and duties hereunder, and for all reasonable and necessary costs and expenses incurred in defending any liability in the premises of any character whatsoever(unless such liability is adjudicated to have resulted from their negligence or willful default). The Issuer agrees to indemnify the Trustee, Registrar and Paying Agent for, and save them harmless from, all losses, claims and liabilities incurred without negligence or willful default on their part arising out of or in connection with acceptance or administration of their trusts and duties hereunder. In this regard, it is understood that the Issuer pledges no funds or revenues other than Pledged Revenues to the payment of any obligation of the Issuer set forth in this Indenture. The Trustee shall have a first pledge and lien with right of payment prior to payment on account of principal or interest on the Bond for such reasonable advances, fees, costs, indemnities, counsel fees and expenses incurred by the Trustee. If the Issuer shall fail to perform any of the covenants or agreements contained in this Indenture,other than the covenants or agreements in respect of the payment of the principal of and interest on the Bond, the Trustee may, in its uncontrolled discretion and without notice to the Bondholder, at any time and from time to time,make advances to effect performance of the same on behalf of the Issuer, but the Trustee shall be under no obligation to do so, and any and all such advances may bear interest at a rate per annum not exceeding the rate announced by the Trustee's primary banking affiliate as its prime rate, but no such advance shall operate to relieve the Issuer from any default hereunder. The obligations of the Issuer under this Section shall survive the resignation or removal of the Trustee and the discharge of this Indenture. • Section 10.05. Notice of Events of Default. The Trustee or the Paying Agent shall not be required to take notice, or be deemed to have notice, of any default or Event of Default under this Indenture other than an Event of Default under clause (a)of the first paragraph of Section 9.01 hereof, unless specifically notified in writing of such default or Event of Default by the Bondholder. The Trustee may, however, at any time, in its discretion, require of the Issuer information and advice as to the performance of any of the covenants, conditions and agreements contained herein. Section 10.06. Good Faith Reliance. The Trustee, the Paying Agent and the Registrar, in the absence of bad faith on their part, shall be protected and shall incur no liability in acting or refraining from acting upon any resolution, ordinance, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher,bond,requisition or other paper or document which they shall believe to be genuine and to have been passed or signed by the proper board, body or Person 4908-2766-4398.2 23 or to have been prepared and furnished pursuant to any of the provisions of this Indenture or the Lease Agreement, or upon the written opinion of any attorney, engineer, accountant or other expert, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. As to the existence or nonexistence of any fact or as to the sufficiency or authenticity of any instrument, paper or proceeding, the Trustee shall be entitled to rely, as to the Issuer, upon any writing signed by the Mayor or the City Clerk of the Issuer and upon any writing signed by an Authorized Issuer Representative. Section 10.07. Identity of Bondholder. Neither the Trustee,the Registrar nor the Paying Agent shall be bound to recognize any Person as Bondholder or to take any action at his or her or their request unless the Bond shall be deposited with such entity or satisfactory evidence of the ownership of the Bond shall be furnished to such entity. • Section 10.08. [RESERVED]. Section 10.09. [RESERVED]. Section 10.10. Construction of Indenture. The Trustee may construe any of the provisions of this Indenture insofar as the same may appear to be ambiguous or inconsistent with any other provision hereof, and any construction of any such provisions hereof by the Trustee in good faith shall be binding upon the Bondholder. Section 10.11. Resignation of Trustee. The Trustee may resign and be discharged of the trusts created by this Indenture by executing an instrument in writing resigning such trust and filing the same with the Mayor of the Issuer and the Authorized Company Representative and by giving notice of such resignation by first class or certified mail to the Bondholder. No resignation of the Trustee pursuant to this Section shall become effective until the acceptance of appointment of a successor Trustee under Section 10.13. Section 10.12. Removal of Trustee. The Trustee may be removed at any time by filing with the Trustee so removed and with the Issuer and the Company an instrument or instruments in writing appointing a successor or an instrument or instruments in writing consenting to the appointment by the Issuer of a successor and accompanied by an instrument of appointment by the Issuer of such successor, and in any event executed by the Bondholder. Section 10.13. Appointment of Successor Trustee. In case at any time the Trustee shall be removed, or be dissolved, or if its property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, a vacancy shall forthwith and ipso facto exist in the office of Trustee and a successor may be appointed, and in case at any time the Trustee shall resign, a successor may be appointed, by filing with the Issuer an instrument in writing, which may be executed in counterparts, executed by the Bondholder. Copies of such instrument shall be promptly delivered by the Issuer to the predecessor Trustee and to the Trustee so appointed. Until a successor Trustee shall be appointed by the Bondholder as herein authorized, the Issuer, by an instrument authorized by resolution of the Issuer, shall appoint a successor Trustee. 4908-2766-4398.2 24 , After any appointment by the Issuer,the Issuer shall cause notice of such appointment to be given by first class or certified mail to the Bondholder. Any new Trustee so appointed by the Issuer shall immediately and without further act be superseded by a Trustee appointed by the Bondholder in the manner above provided. Section 10.14. Qualifications of Successor Trustee. Every successor Trustee (a) shall be a bank or trust company duly organized under the laws of the United States or any state or territory thereof authorized by law to perform all the duties imposed upon it by this Indenture and (b) shall have a combined capital stock, surplus and undivided profits of at least $25,000,000 if there can be located, with reasonable effort, such an institution willing and able to accept the trust on reasonable and customary terms. Section 10.15. Judicial Appointment of Successor Trustee. In case at any time the Trustee shall resign and no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Article X within 30 days after such resignation, the retiring Trustee may forthwith apply to a court of competent jurisdiction for the appointment of a successor Trustee. If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Article X within six months after a vacancy shall have occurred in the office of Trustee, the Bondholder may apply to any court of competent jurisdiction to appoint a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper, appoint a successor Trustee. Section 10.16. Acceptance of Trusts by Successor Trustee. Any successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Issuer an instrument accepting such appointment hereunder, and thereupon such successor Trustee, without any further act, deed or conveyance,shall become duly vested with all the estates,property,rights,powers,trusts,duties and obligations of its predecessor in the trust hereunder, with like effect as if originally named Trustee herein.. Upon request of such Trustee, such predecessor Trustee and the Issuer shall execute and deliver an instrument transferring to such successor Trustee all the estates, property rights, powers and trusts hereunder of such predecessor Trustee and, subject to the provisions of Section 10.04 hereof, such predecessor Trustee shall pay over to the successor Trustee all moneys and other assets at the time held by it hereunder. Section 10.17. Successor by Merger or Consolidation. Any corporation or association into which any Trustee hereunder may be merged or converted or with which it may be consolidated, or any corporation or association resulting from any merger or consolidation to which any Trustee hereunder shall be a party, or any corporation or association to which the Trustee shall sell or otherwise transfer all or substantially all of its corporate trust business, shall be the successor Trustee under this Indenture, without the execution or filing of any paper or any further act on the part of the parties hereto, anything in this Indenture to the contrary notwithstanding. Section 10.18. Standard of Care; Action by Trustee. Notwithstanding any other provisions of this Article X but subject to Section 10.03 hereof, the Trustee shall, during the existence of an Event of Default of which the Trustee by Section 10.05 hereof is required to take notice or deemed to have notice, or any other Event of Default of which the Trustee has been specifically notified in accordance with Section 10.05 hereof, exercise such of the.rights and 4908-2766-4398.2 , 25 • powers vested in it by this Indenture and use the same degree of skill and care in their exercise as a prudent person would use and exercise under the circumstances in the conduct of his own affairs; provided, however, that the Trustee shall be under no obligation to take any action in respect of any default or Event of Default hereunder or toward the execution or enforcement of any of the trusts hereby created,or to institute,appear in or defend any suit or other proceeding in connection therewith,unless requested in writing so to do by the Bondholder,and,if in its opinion such action may tend to involve it in expense or liability unless furnished, from time to time as often as it may require, with security and indemnity satisfactory to it, but the foregoing proviso is intended only for the protection of the Trustee and shall not affect any discretion or power given by any provisions of this Indenture to the Trustee to take action in respect of any default or Event of Default without such notice or request from the Bondholder or without such security or indemnity. Except during the existence of an Event of Default,the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee. Without limiting the generality of anything set forth elsewhere in this Indenture, the Trustee shall have no responsibility for the deposit, handling or securing of funds which may, under this Indenture, be deposited other than with the Trustee. Anything herein to the contrary notwithstanding, prior to the occurrence of an Event of Default of which the Trustee by Section 10.05 hereof is required to take notice, the Trustee shall have no obligation to enforce or monitor any of the covenants of the Company under the Lease Agreement. Section 10.19. Intervention in Litigation of Issuer. In any judicial proceeding to which the Issuer is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interest of the Bondholder,the Trustee may intervene on behalf of the Bondholder and shall, upon receipt of indemnity satisfactory to it, do so if requested in writing.by the Bondholder if permitted by the court having jurisdiction in the premises. Section 10.20. Paying Agent. The Issuer shall, with notice to the Trustee, appoint the Paying Agent for the Bond, subject to the conditions set forth in Section 10.21 hereof. The Paying Agent (if other than Trustee) shall designate to the Trustee its Principal Office and signify its acceptance of the duties and obligations imposed upon it hereunder by a written instrument of acceptance delivered to the Trustee and the Issuer under which such Paying Agent will agree, particularly: (a) to hold all sums held by it for the payment of the principal of or interest on Bond in trust for the benefit of the Bondholder until such sums shall be paid to such Bondholder or otherwise disposed of as herein provided; (b) to keep such books and records as shall be consistent with prudent industry practice, to make such books and records available for inspection by the Issuer, the Company and the Trustee at all reasonable times; and (c) upon the request of the Trustee,to forthwith deliver to the Trustee all sums so held in trust by such Paying Agent. 4908-2766-4398.2 ' 26 The Issuer shall cooperate with the Trustee to cause the necessary arrangements to be made and to be thereafter continued whereby funds derived from the sources specified in Section 4.01 hereof will be made available for the payment when due of the Bond as presented at the Principal Office of the Paying Agent. Simmons Bank is hereby appointed the initial Paying Agent. Section 10.21. Qualifications of Successor Paying Agent; Resignation; Removal. Any successor Paying Agent shall be a corporation or association duly organized under the laws of the United States of America or any state or territory thereof,having a combined capital stock, surplus and undivided profits of at least $25,000,000 and authorized by law to perform all the duties imposed upon it by this Indenture. The Paying Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 days'notice by certified or first class mail to the Issuer,the Trustee and the Company. The Paying Agent may be removed at any time, by an instrument, signed by the Issuer, filed with the Paying Agent, the Trustee and the Company. • In the event of the resignation or removal of the Paying Agent,the Paying Agent shall pay over, assign and deliver any moneys held by it in such capacity to its successor or, if there be no successor,to the Trustee. In the event that the Issuer shall fail to appoint a Paying Agent hereunder, or in the event the Paying Agent shall resign or be removed, or be dissolved, or if the property or affairs of the Paying Agent shall be taken under the control of any state or federal court of administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Paying Agent, the Trustee shall ipso facto be deemed to be the Paying Agent for all purposes of this Indenture until the appointment of the Paying Agent or successor Paying Agent, as the case may be. Section 10.22. Registrar. The Issuer shall,with written notice to the Trustee, appoint the Registrar and any successor Registrar for the Bond, subject to the conditions set forth in Section 10.23 hereof. The Registrar (if other than the Trustee) shall designate to the Trustee its Principal Office and signify its acceptance of the duties imposed upon it hereunder by a written instrument of acceptance delivered to the Issuer and the Trustee under which such Registrar will agree, particularly, to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Company and the Trustee at all reasonable times. The Issuer shall cooperate with the Trustee to cause the necessary arrangements to be made and to be thereafter continued whereby the Bond, executed by the Issuer and authenticated by the Trustee, shall be made available for exchange, registration and registration of transfer at the Principal Office of the Registrar. The Issuer shall cooperate with the Trustee and the Registrar to cause the necessary agreements to be made and thereafter continued whereby the Paying Agent shall be furnished such records and other information at such times as shall be required to enable the Paying Agent to perform the duties and obligations imposed upon it hereunder. Simmons Bank is hereby appointed the initial Registrar. 4908-2766-4398.2 27 Section 10.23. Qualifications of Successor Registrar; Resignation; Removal. Any successor Registrar shall be a corporation or association duly organized under the laws of the United States of America or any state or territory thereof,having a combined capital stock, surplus and undivided profits of at least $25,000,000 and authorized by law to perform all the duties imposed upon it by this Indenture. The Registrar may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 days' notice by certified or first class mail to the Issuer,the Trustee, each Paying Agent and the Company. The Registrar may be removed at any time by an instrument signed by the Issuer and filed with the Registrar, the Trustee and the Company. In the event of the resignation or removal of the Registrar, the Registrar shall deliver any Bonds held by it in such capacity to its successor or, if there be no successor,to the Trustee. In the event that the Issuer shall fail to appoint a Registrar hereunder, or in the event that the Registrar shall resign or be removed, or be dissolved, or if the property or affairs of the Registrar shall be taken under the control of any state or federal court or administrative body because of bankruptcy or insolvency, or for any other reason, and the Issuer shall not have appointed its successor as Registrar,the Trustee shall ipso facto be deemed to be the Registrar for all purposes of this Indenture until the appointment by the Issuer of the Registrar or successor Registrar, as the case may be. Section 10.24. Co-Trustees. The Trustee and the Issuer shall have power to appoint and, upon the request of the Trustee, the Issuer shall for such purpose join with the Trustee in the execution of all instruments necessary or proper to appoint another corporation or association or one or more persons approved by the Trustee, either to act as co-trustee or co-trustees jointly with the Trustee of all or any of the Pledged Revenues or any of the properties, tangible or intangible, subject to the lien hereof or with respect to which the Trustee has powers or duties hereunder, or to act as separate trustee or trustees of all or any such Pledged Revenues or properties, with such powers as may be provided in the instrument of appointment and to vest in such corporation or association or person or persons as such separate trustee or co-trustee any property, title, right or power deemed necessary or desirable. In the event that the Issuer shall not have joined in such appointment within 15 days after the receipt by it of a written request so to do, the Trustee alone shall have the power to make such appointment. Should any deed, conveyance or instrument in writing from the Issuer be required by the separate trustee or co-trustee so appointed for more fully and certainly vesting in and confirming to him, her, they or to it such properties, rights, powers, trusts,duties and obligations,any and all such deeds,conveyances and instruments in writing shall, on request, be executed, acknowledged and delivered by the Issuer. Every such co-trustee and separate trustee shall, to the extent permitted by law, be appointed subject to the following provisions and conditions, namely:. (a) The Bond shall be authenticated and delivered, and all powers, duties, obligations and rights conferred upon the Trustee in respect of the custody of all money and securities pledged or deposited hereunder shall be exercised solely by the Trustee; and (b) The Trustee, at any time by an instrument in writing,may remove any such separate trustee or co-trustee. 4908-2766-4398.2 28 • Every instrument, other than this Indenture, appointing any such co-trustee or separate trustee, shall refer to this Indenture and the conditions of this Article X and, upon the acceptance in writing by such separate trustee or co-trustee, he, she, they or it shall be vested with the estate or property specified in such instrument,jointly with the Trustee(except insofar as local law makes it necessary that any separate trustee act alone), subject to all the trusts, conditions and provisions of this Indenture. Any such separate trustee or co-trustee may at any time, by an instrument in writing, constitute the Trustee as his,her,their or its agent or attorney-in-fact with full power and authority, to the extent authorized by law, to do all acts and things and exercise all discretion authorized or permitted by him,her,them or it,for and on behalf of him,her,them or it and in his, her, their or its name. In case any separate trustee or co-trustee shall die, become incapable of acting,resign or be removed,all the estate,properties,rights,powers,trusts,duties and obligations of said separate trustee or co-trustee shall vest in and be exercised by the Trustee. Section 10.25. Several Capacities. Anything in this Indenture to the contrary notwithstanding, the same entity may serve hereunder as the Trustee, the Paying Agent or a Co-Paying Agent and the Registrar and in any other combination of such capacities to the extent permitted by law. The Trustee shall not be required to give any bond or surety in respect of the execution of the trusts and powers or otherwise in respect of the premises herein. Section 10.26. Waiver of Noncompliance of Trustee, Paying Agent and Registrar. Anything in this Indenture to the contrary notwithstanding, the Bondholder may waive noncompliance with any provision of this Indenture by the Trustee, Paying Agent or Registrar where such waiver has no negative effect on the rights of the Issuer hereunder or the validity of the Bond. The Trustee may condition the effectiveness of such a waiver on the delivery of an opinion of Bond Counsel to such effect. ARTICLE XI EXECUTION OF INSTRUMENTS BY BONDHOLDER; PROOF OF OWNERSHIP OF BOND Any request,direction, consent or other instrument in writing required or permitted by this Indenture to be signed or executed by the Bondholder may be in any number of concurrent instruments of similar tenor and may be signed or executed by the Bondholder in person or by agent appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of the Bond shall be sufficient for any purpose of this Indenture and shall be conclusive in favor of the Trustee with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument. ,may be proved by the certificate of any officer in any jurisdiction who,by the laws thereof, has power to take acknowledgments within such jurisdiction, to the effect that the person signing such instrument acknowledged before him the execution thereof, or by an affidavit of a witness to such execution or by such other manner as the Trustee deems sufficient. (b) The ownership of the Bond shall be provided by the registration books kept under the provisions of Section 2.07 hereof. 4908-2766-4398.2 29 Nothing contained in this Article XI shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of matters herein stated which it may deem sufficient. Any request or consent of the Bondholder shall bind every future Owner of the Bond or any Bond or Bonds issued in exchange thereof, on registration of transfer thereof or in lieu thereof in respect of anything done by the Trustee or the Issuer in pursuance of such request or consent. ARTICLE XII SUPPLEMENTAL INDENTURES Section 12.01. [Reserved] Section 12.02. Supplemental Indentures Requiring Consent of the Bondholder. Subject to the terms and provisions contained in this Section, and not otherwise, the Bondholder shall have the right, from time to time, anything contained in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Issuer and the Trustee of such indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Issuer for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture. If the Issuer shall request that the Trustee enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to expenses, give notice by certified or first class mail of the proposed execution of such supplemental indenture to the Bondholder. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies are on file at the Principal Office of the Trustee for inspection by the Bondholder. If, within 60 days or such longer period as shall be prescribed by the Issuer following the mailing of such notice,the Bondholder shall have consented to and approved the execution of such supplemental indenture as herein provided,the Bondholder shall not have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereon, or to enjoin or restrain the Trustee or the Issuer from executing the same or from taking any action pursuant to the provisions thereof Upon the execution of any such supplemental indenture as in this Section permitted and provided,this Indenture shall be modified and amended in accordance therewith. Section 12.03. Discretion of Trustee in Entering Into Supplements and Amendments. In every case provided for in this Article,the Trustee shall not be obligated to execute any proposed supplements or amendments if the rights, obligations and interests of the Trustee, under this Indenture or otherwise, would be thereby affected, and the Trustee shall not be under any responsibility or liability to the Issuer or to the Bondholder or to anyone whomsoever for its refusal in good faith to enter into any such supplement or amendment if such supplement or amendment is deemed by it to be contrary to the provisions of this Article. The Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of Bond Counsel as conclusive evidence that any such proposed supplement or amendment does or does not comply with the provisions of this Indenture, and that it is or is not proper for it, under the provisions of this Article,to join in the execution of such supplement or amendment. 4908-2766-4398.2 30 ARTICLE XIII • MISCELLANEOUS • Section 13.01. Successors of issuer. In the event of the dissolution of the Issuer, all the covenants, stipulations, promises and agreements in this Indenture contained, by or on behalf of, or for the benefit of, the Issuer, shall bind or inure to the benefit of the successors of the Issuer from time to time and any entity, officer, board, commission, agency or instrumentality to whom or to which any power or duty of the Issuer shall be transferred. In the event that the offices of Mayor, City Clerk or City Council shall be abolished or shall be merged or consolidated or in the event the duties of a particular office shall be transferred to another office or officer,or in the event of a vacancy in any such office by reason of death, resignation,removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of his or her office by reason of sickness, absence or otherwise, all powers conferred and all obligations and duties imposed upon such office or officer shall be performed by the office or officer succeeding to the principal functions thereof, or by the office or officer upon whom such powers, obligations and duties shall be imposed by law. Section 13.02. Parties in interest. Except as herein otherwise specifically provided, nothing in this Indenture expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the Issuer,the Trustee,the Paying Agent,the Registrar and the Bondholder any right, remedy or claim under or by reason of this Indenture, this Indenture being intended to be for the sole and exclusive benefit of the Issuer,the Trustee,the Paying Agent, the Registrar and the Bondholder. Section 13.03. Severability. In case any one or more of the provisions of this Indenture or of the Bond shall, for any reason, be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Indenture or of the Bond, and this Indenture and the Bond shall be construed and enforced as if such illegal or invalid provisions had not been contained herein or therein. Section 13.04. No Personal Liability of Issuer Officials. No covenant or agreement contained in the Bond or in this Indenture shall be deemed to be the covenant or agreement of any official, officer, alderman, agent or employee of the Issuer in his individual capacity, and no official of the Issuer executing the Bond shall be liable personally on the Bond or be subject to any personal liability or accountability by reason of the issuance thereof. Section 13.05. [RESERVED]. Section 13.06. Counterparts. This Indenture may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute but one and the same Indenture. Section 13.07. Governing Law. The laws of the State of Arkansas shall govern the construction and enforcement of this Indenture and of the Bond issued hereunder; provided, however,the administration of the trust imposed upon the Trustee by this Indenture and the rights 4908-2766-4398.2 31 and duties of the Trustee hereunder shall be governed by, and construed in accordance with, the laws of the jurisdiction in which the Trustee has its Principal Office. Section 13.08. Notices. Any notices,statements,acknowledgements,consents,approvals, certificates or requests required to be given on behalf of any party to this Indenture shall be made in writing addressed as follows and sent by(i)registered or certified mail,return receipt requested, and shall be deemed delivered when the return receipt is signed, refused or unclaimed, (ii) by nationally recognized overnight delivery courier service, and shall be deemed delivered the next business day after acceptance by the courier service with instructions for next-business-day delivery, or (iii) electronic mail, and shall be deemed delivered upon (a) acknowledgment of receipt by reply electronic mail or(b)through means of an electronic "read receipt" confirmation to the sender that the designated electronic mail address provided hereinafter as the principal contact at the Company or the Issuer (but not their attorney copied on the message) has read the electronic mail: (a) If to the Issuer: City of West Memphis 205 South Redding Street West Memphis, AR 72301 - Attention: Mayor [EMAIL ADDRESS] (b) If to the Company: Groot LLC 2801 Centerville Road, 1st Floor PMB 811 Wilmington, DE 19808 Attention Proj.acorn@gmail.com With a copy to: Kutak Rock LLP Attn: Gordon Wilbourn 124 West Capitol Avenue, Suite 2000 Little Rock, AR 72201 gordon.wilbourn@kutakrock.com. With a copy to: Vorys, Sater, Seymour and Pease LLP Attn: Scott J. Ziance 52 E. Gay Street Columbus, OH 43215 jzianceavory_s.corn And with a copy to the Bondholder: Stonewall Valley Investments, LLC Suite Attention:,. [EMAIL ADDRESS] 4908-2766-4398.2 32 (c) If to the Trustee, Registrar or Paying Agent: Simmons Bank 501 S. Main Street Pine Bluff,AR 71601 Attention: Corporate Trust Department [EMAIL ADD1WSS1 A duplicate copy of each notice, certificate or other communication given hereunder by any of the Issuer,the Trustee or the Company to any one of the others shall also be given to all of the others. The Issuer, the Trustee, the Company, the Registrar and the Paying Agent may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. The Mayor and any Authorized Issuer Representative are authorized to effect any approval, consent or direction on behalf of the Issuer under this Indenture, and the Trustee may rely upon any written approval, consent or direction signed by the Mayor or any Authorized Issuer Representative. Section 13.09. Holidays. Unless otherwise provided herein, if the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Indenture, is not a Business Day, such payment may be made or act performed or right exercised on the next succeeding Business Day, with the same force and effect as if done on the nominal date provided in this Indenture, and no interest shall accrue for the period after such nominal date. Section 13.10. Commencement of Effectiveness. This Indenture shall not create any right of any kind and no right of any kind shall arise hereunder until the Bond is issued. Section 13.11. Captions. The captions and headings in this Indenture are for convenience only and in no way define,limit or describe the scope or intent of any provisions of this Indenture. Section 13.12. Electronic Communications. The Trustee shall have the right to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however,that the instructions or directions shall be signed by a person as may be designated and authorized to sign for the Issuer by an Authorized Issuer Representative or for the Company by an Authorized Company Representative, as applicable, who shall provide to the Trustee an incumbency certificate listing such designated and authorized persons, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Issuer or the Company, as applicable, elects to give the Trustee e-mail or facsimile instructions (or instructions by similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee's understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee's reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Issuer and the Company,as applicable, agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 4908-2766-4398.2 3 3 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Indenture to be executed in their respective names by their duly authorized officers and signatories, all as of the day and year first above written. CITY OF WEST MEMPHIS,ARKANSAS, as Issuer • By: c Name: arco Mc endon Title: Mayor • ATTEST: a4;44....) Name: Patricia Joplin Title: City Clerk . [CITY SIGNATURE PAGE TO TRUST INDENTURE] 4908-2766-4398.2 34 SIMMONS BANK, as Trustee By: Name: Title: [TRUSTEE SIGNATURE PAGE TO TRUST INDENTURE] 4908-2766-4398.2 35 KUTAK ROCK LLP DRAFT 03/27/2025 TRUST INDENTURE between CITY OF WEST MEMPHIS,ARKANSAS • Issuer and SIMMONS BANK Pine Bluff, Arkansas Trustee relating to Not to Exceed$50,000,000,000 City of West Memphis, Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project) Series 2025B Dated as of M tJ 2025 This instrument also constitutes a Security Agreement under the Arkansas Uniform Commercial Code. Prepared by: ' Kutak Rock LLP 124 West Capitol Avenue, Suite 2000 ' Little Rock,Arkansas 72201 4908-2766-4398.2 • EXHIBIT A (Form of Bond) THIS BOND IS SUBJECT TO SIGNIFICANT RESTRICTIONS SET FORTH IN THE INDENTURE, AS DEFINED HEREIN, INCLUDING WITHOUT LIMITATION THE REQUIREMENT THAT THIS BOND MAY BE TRANSFERRED ONLY IN WHOLE, AND NOT IN PART,AND THAT EACH PURCHASER HEREOF MUST DELIVER AN INVESTOR LETTER IN THE FORM SET FORTH AS EXHIBIT B TO THE INDENTURE. REGISTERED REGISTERED NOT TO EXCEED No. R25B-1 $50,000,000,000 [See Schedule A] UNITED STATES OF AMERICA STATE OF ARKANSAS COUNTY OF CRITTENDEN CITY OF WEST MEMPHIS, ARKANSAS TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND (GROOT LLC PROJECT) SERIES 2025B Interest Rate: 5.50% Maturity Date. ', 2055 Dated Date ` ', 2025 Registered Owner: Stonewall Valley Investments, LLC Principal Amount: NOT TO EXCEED FIFTY BILLION DOLLARS (See Schedule A) KNOW ALL MEN BY THESE PRESENTS: That the City of West Memphis, Arkansas, (the "Issuer"), for value received, hereby promises to pay, but solely from the sources as hereinafter provided and not otherwise, to the Registered Owner shown above, or registered assigns, upon the presentation and surrender hereof at the Principal Office of Simmons Bank, or its successor or successors (the "Paying Agent"), on the Maturity Date shown above, such portion of the principal amount shown above as shall have been advanced to the Issuer as reflected by the Schedule of Draws and Redemptions maintained by the Trustee (hereinafter defined) in the form of Schedule A hereto (and as may be confirmed by the Trustee on such.attached Schedule A), in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay to the Registered Owner hereof interest thereon, but solely from the sources as hereinafter provided and not otherwise, in like coin or currency from the Dated Date hereof or from the most recent payment date to which interest has been paid or duly provided for at the A-1 4908-2766-4398.2 Interest Rate per annum shown above, payable on = I, 2026 and annually on each thereafter until payment of such principal sum or, if this Bond or a portion thereof shall be duly called for redemption, until the date fixed for redemption, and to pay interest on overdue principal and interest (to the extent legally enforceable) at the rate borne by this Bond; provided, however, that the installments of interest and principal payable on payment dates shall be applied first to interest at the interest rate set forth above upon the principal sum or so much thereof as from time to time remains unpaid and the balance thereof shall be applied to principal. Payment of each installment of interest shall be by check or draft drawn on the Paying Agent and mailed to the Person in whose name this Bond is registered on the registration books of the Issuer maintained by the Registrar, Simmons Bank, at the close of business on the fifteenth day of the month (whether or not_amBusness Day)next preceding each payment date (the "Record Date"), irrespective of any transfer or exchange of this Bond subsequent to such Record Date and prior to or on such payment date. Notwithstanding the foregoing, so long as this Bond is owned in whole by an Affiliate of the Company(as defined below),all payments of principal of or interest hereon, whether on a payment date or upon maturity or redemption will be made directly by the Company to the Registered Owner on the due date (by means of net settlement through entries made on the books of the Company and Registered Owner) unless and until the Company notifies the Trustee of its intent to do otherwise. This Bond constitutes the City of West Memphis, Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project), Series 2025B, aggregating not to exceed $50,000,000,000 in principal amount (the "Bond"), issued for the purpose of financing the costs of acquiring and installing machinery, equipment and other tangible personal property (and maintenance and repair parts related thereto) in certain industrial facilities for use in data center operations (the "Personal Property Project") to be leased to and operated by Groot LLC, a Delaware limited liability company (the "Company"), and its affiliates. All or portions of the Personal Property Project may be subleased by the Company. The Bond is issued pursuant to and in full compliance with the Constitution and laws of the State of Arkansas, including particularly Arkansas Code Annotated Section 14-164-201 et seq., as amended (the "Act"), and pursuant,to an Ordinance of the Issuer, duly adopted and approved on ', 2025. The Bond does not constitute an indebtedness of the Issuer within the meaning of any constitutional or statutory limitation. The Bond is not a general obligation of the Issuer but is a special obligation payable solely from the revenues derived under the Lease Agreement dated as of 2025 (the "Lease Agreement"), between the Issuer and the Company. The Bond is secured pursuant to a Trust Indenture dated as of ,2025 (the "Indenture"), between the Issuer and Simmons Bank, as trustee (the "Trustee"). Reference is hereby made to the Indenture for a detailed statement of the terms and conditions upon which the Bond is issued, the nature and extent of the security for the Bond, and the rights and obligations of the Issuer, the Trustee, the Paying Agent, the Registrar and the Registered Owner of the Bond. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture. The Bond is subject to redemption at the option of the Company, communicated in a written notice to the Issuer and the Trustee, in whole or in part on any date, at a redemption price equal to the principal amount of the Bond being redeemed,plus interest due thereon to the date of redemption. A-2 4908-2766-4398.2 - L In the case of redemption of the Bond, the Trustee shall give notice by, if an Affiliate of the Company is the only Bondholder,facsimile transmission to a facsimile number provided to the Trustee by the Company, or by first-class mail, in the name of the Issuer, of the redemption of the Bond, which notice shall (i) specify the principal amount of the Bond to be redeemed, the redemption date, the redemption price, the location at which the Bond is to be surrendered for payment,and(ii) state that on the redemption date the principal amount of the Bond to be redeemed shall cease to bear interest. Such notice may set forth any additional information relating to such redemption. Notice of redemption shall be given not less than 5 days prior to the redemption date unless a shorter period of time is agreed to in writing by the Registered Owner of the Bond to be redeemed. Notice of redemption shall be effective upon confirmed transmission in the case of a facsimile notice, and with respect to mailed notices,upon deposit in the U.S.mails,with sufficient postage affixed, regardless of whether such notice is received. This Bond is transferable by the Registered Owner hereof in person or by his or her attorney in fact duly authorized in writing at the Principal Office of the Registrar, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon the request of any holder or transferee of this Bond, and surrender of the affected Bond, a new fully registered Bond for the same aggregate principal amount will be issued in exchange therefor. This Bond is issued with the intent that the laws of the State of Arkansas shall govern its construction. NOTWITHSTANDING ANYTHING IN THIS BOND OR THE INDENTURE TO THE CONTRARY, THIS BOND MAY BE TRANSFERRED ONLY AS A WHOLE AND ONLY TO A PERSON OR ENTITY WHICH HAS EXECUTED AN INVESTOR LETTER PRIOR TO SUCH TRANSFER IN THE FORM ATTACHED TO THE INDENTURE AS EXHIBIT B. The Issuer, the Trustee, the Registrar and the Paying Agent may deem and treat the Registered Owner hereof as the absolute Owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and no notice to the contrary shall be of any effect. The Bond is issuable only as a single fully registered Bond. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist,happen and be performed precedent to and in the issuance of the Bond do exist,have happened and have been performed in due time, form and manner as required by law; that the indebtedness represented by the Bond,together with all obligations of the Issuer, does not exceed any constitutional or statutory limitation; and that the above referred to revenues pledged to the payment of the principal of and interest on the Bond as the same becomes due and payable will be sufficient in amount for that purpose. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by the Trustee. A-3 4908-2766-4398.2 IN WITNESS WHEREOF,the City of West Memphis, Arkansas has caused this Bond to be executed by its Mayor and City Clerk, by their manual or facsimile signatures duly authorized, and its corporate seal to be affixed or imprinted on this Bond, all as of the Dated Date shown above. CITY OF WEST MEMPHIS, ARKANSAS (SEAL) By: TOff01... CeATTEST: r (. B City Clerk Dated: 5715 2025 _: (Form of Trustee's Certificate) • _ TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond constitutes the Bond issued under the provisions of the within-mentioned Indenture. SIMMONS BANK, Trustee By: Authorized Officer • A-4 4908-2766-4398.2 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED, ("Transferor") hereby sells, assigns and transfers unto Social Security or other identifying number: the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to transfer the within bond on the books kept for registration thereof with full power of substitution in the premises. DATE: Transferor GUARANTEED BY: NOTICE: The Signature on this assignment. NOTICE: Signature(s) must be guaranteed must correspond with the name of the by a member firm of a national securities Registered Owner as it appears on the face of exchange. Notarized or witnessed the within bond in every particular, without signatures are not acceptable. alteration or enlargement or any change whatsoever. A-5 4908-2766-4398.2 SCHEDULE A SCHEDULE OF DRAWS AND REDEMPTIONS Cumulative Cumulative Outstanding Date of Amount Principal Amount of . Principal Draw/Redemption. Of Draw Amount Redemption Amount Drawn 2025 $: $.. $ - $,. $ $ $ $ $ $ $ $ • $ $ $ $ $ $ $ $ • A-6 4908-2766-4398.2 EXHIBIT B FORM OF INVESTOR LETTER [PREPARED ON LETTERHEAD OF BOND PURCHASER] 2025 Kutak Rock LLP 124 West Capitol Avenue Suite 2000 Little Rock, AR 72201 City of West Memphis,Arkansas 205 South Redding West Memphis, AR 72301 Attn.: Mayor Simmons Bank 501 S. Main Street Pine Bluff, AR .71601 Attention: Corporate Trust Department Groot,LLC 2801 Centerville Road, 1st Floor PMB 811 Wilmington, DE 19808 Attention: :_ Not to Exceed$50,000,000,000 City of West Memphis,Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project) Series 2025B Ladies and Gentlemen: • In connection with the purchase by us of the above-described bond(the"Bond"),we hereby certify as follows: 1. We understand that we will not receive from the City of West Memphis, Arkansas (the "Issuer"), Groot LLC (the "Company"), Simmons Bank, Pine Bluff, Arkansas (the "Trustee"), their governing bodies, their members or any of their officers; employees or agents or Kutak Rock LLP ("Bond Counsel") any information with respect to the use of the proceeds of the Bond and the Personal Property Project, as defined in the Trust Indenture dated as of fit, 2025 (the "Indenture"), the Bond itself, the provisions for payment thereof, the security therefor or the sufficiency of such provisions B-1 4908-2766-4398.2 for payment thereof and security therefor, except (a) in the documentation executed in connection with the issuance of the Bond, copies of which have been provided to us and reviewed by us prior to our purchase of the Bond(the "Bond Documents"), and (b) as has been specifically requested by us from the Company and which has been provided to us and reviewed by us prior to our purchase of the Bond (the"Additional Information"). 2. Neither the Issuer, the Company, the Trustee, their governing bodies, their members nor any of their officers, employees or agents nor Bond Counsel will have any responsibility to us for the accuracy or completeness of information obtained by us from any source regarding the Personal Property Project, the Issuer, the Company or its assets, business, circumstances, financial condition and properties, or regarding the Bond, the provisions for payment thereof, or the sufficiency of any security therefor, including, without limitation, any information specifically provided by any of such parties contained in the Bond Documents. We acknowledge that, as between us and all of such parties: (a)we have assumed responsibility for obtaining such information and making such review as we have deemed necessary or desirable in connection with our decision to purchase the Bond, and (b)the Bond Documents and the Additional Information constitute all the information and,with the investigation made by us(including specifically our investigation of the Company and the Personal Property Project) prior to our purchase of the Bond, review that we have deemed necessary or desirable in connection with our decision to purchase the Bond. 3. We have been offered copies of or full access to all documents relating to the issuance of the Bond and all records,reports,financial statements and other information concerning the Issuer,the Company and the Personal Property Project and pertinent to the source of payment for the Bond which we, as a reasonable investor,have requested and to which we, as a reasonable investor, would attach significance in making investment decisions. We have been afforded the opportunity to ask such questions of representatives of the Company as we have deemed necessary in making our investment decisions;and we have based our decision to invest in the Bond solely on our own investigation, including, without limitation, our review of such documents, records, reports, financial statements and other information concerning the Company and the Personal Property Project and discussions with representatives of the Company. 4. We are either(a) an"affiliate" (as defined in Rule 501 of the United States Securities and Exchange Commission) of the Company, (b) a bank, registered investment company, insurance company or other "accredited investor" as defined in Rule 501 of Regulation D of the United States Securities and Exchange Commission, or (c) described in paragraph 5. If described in this paragraph 4, we are duly and validly organized under the laws of our jurisdiction of incorporation or organization, and we can bear the economic risk of the purchase of the Bond and have such knowledge and experience in business and financial matters, including the analysis of a participation in the purchase of similar investments, as to be capable of evaluating the merits and risks of an investment in the Bond on the basis of the information and review described in paragraph 2. If I am a natural person described in this paragraph 4: (i) I have a net worth, or joint net worth with my spouse, of at least$ 1,000,000, or (ii) I had an individual income in excess of$200,000 in each of the two most recent years or joint income with my spouse in excess of$300,000 in B-2 4908-2766-4398.2 • each of those years and have a reasonable expectation of reaching the same income level in the current year. 5. If not described in paragraph 4, we are a registered investment advisor purchasing the Bond for inclusion in the portfolio of a registered investment company advised by us and over whose transactions we have discretionary power. If described in this paragraph 5,we have such knowledge and experience in business and financial matters, including the analysis of a participation in the purchase of similar investments, as to be capable of evaluating the merits and risks of an investment in the Bond on the basis of the information and review described in paragraph 2, and the investment company for which we are purchasing the Bond is duly and validly organized under the laws of its jurisdiction of incorporation or organization and can bear the economic risk of the purchase of the Bond. 6. The Bond has been purchased for our own account for investment and not • with a view to the distribution, transfer or resale thereof, provided that the disposition of the Bond shall at all times be within our sole control. 7. We are duly and legally authorized to purchase obligations such as the Bond. 8. We have not and will not rely on any action taken by the Issuer of the Bond, including, but not limited to, issuance of the Bond, as evidence that the Bond or the Personal Property Project financed with the proceeds of the Bond comply with the provisions of any legislation. 9. We understand that the Bond has not been registered with any federal or state securities agency or commission. 10. We have satisfied ourselves that the Bond is a lawful investment for this organization under all application laws. 11. We have carefully read the Bond Documents and the Additional Information in their entirety and understand the risks described therein and understand and acknowledge that there may exist other risks with respect to the Bond that are not described therein. 12. We acknowledge that no credit rating has been sought or obtained with respect to the Bond, and we acknowledge that the Bond is a speculative investment and that there is a high degree of risk in such investment. B-3 4908-2766-4398.2 13. We acknowledge that we have read the form of approving opinion of Bond Counsel regarding the Bond. STONEWALL VALLEY INVESTMENTS, LLC Bond Purchaser By: Name: Title: • B-4 4908-2766-4398.2 EXHIBIT C FORM OF DRAW CERTIFICATE [date of draw] Not to Exceed$50,000,000,000 City of West Memphis,Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project) Series 2025B Simmons Bank 501 S. Main Street Pine Bluff,AR 71601 Attention: Corporate Trust Department Ladies and Gentlemen: The undersigned, an Authorized Company Representative, as defined in the Trust Indenture dated as of i `,2025 (the"Indenture"),between the City of West Memphis, Arkansas (the "Issuer"), and Simmons Bank, as trustee(the"Trustee"),providing for the issuance of the captioned bond(the "Bond"),hereby certifies and requests as follows: 1. Pursuant to this Draw Certificate (as defined in the Indenture), Groot LLC (the "Company") requests a draw under the Bond on the date hereof in the amount of $ (the "Draw"). 2. The Draw shall be utilized to reimburse the Company for the payment of Project Costs or Costs of Issuance (as defined in the Indenture). 3. The requested amount of this Draw, when added to the amount of all prior Draws under the Indenture, does not exceed $50,000,000,000. 4. The undersigned has examined the provisions of the Indenture and the Lease Agreement dated as of ,2025 (the"Lease Agreement"),between the Issuer,as lessor thereunder, and the Company, as lessee thereunder, relating to draws under the Bond, and hereby certifies that the Company has complied with all conditions to the effectiveness of the Draw. 5. To the knowledge of the undersigned, as of the date hereof, there is no uncured default under the Lease Agreement or the Indenture. 6. The undersigned acknowledges that the amount of the Draws to be made by the Company pursuant to Section 5.01 of the Indenture are intended to be contemporaneously funded from time to time through purchases of the Bond by the Original Purchaser (as defined in the Indenture) or its successor. Such purchases may be made by wire transfer of federal funds equal to the applicable purchase price to the Company or by means of net settlement through entries C-1 4908-2766-4398.2 made on the books of the Company and the Original Purchaser. Contemporaneous notice shall be given to the Trustee of all amounts transferred to the Company for the purchase of the Bond. 7. The Trustee is requested to make appropriate notation of the Draw on Schedule A of the Bond. 8. [As required pursuant to Section 4.3 of the Lease Agreement, you are hereby notified that the Completion Date has occurred and that (i) acquisition and installation of the Personal Property Project has been completed and all costs of labor, services, materials and supplies used in such acquisition and installation have been paid, and (ii) all other facilities necessary in connection with the Personal Property Project have been acquired and installed and all costs and expenses incurred in connection therewith have been paid. This notification is given without prejudice to any rights against third parties of the Company or any related party that exists as of the date hereof or which may subsequently come into being.] GROOT LLC By: Name: Title: The foregoing is acknowledged and approved by the undersigned: SIMMONS BANK, as Trustee By: Name: Title: STONEWALL VALLEY INVESTMENTS, LLC, as Original Purchaser By: Name: Title: C-2 4908-2766-4398.2 KUTAK ROCK LLP DRAFT 03/27/2025 CITY OF WEST MEMPHIS,ARKANSAS Lessor to GROOT LLC Lessee LEASE AGREEMENT Dated as of , 2025 This instrument also constitutes a Security Agreement under the Arkansas Uniform Commercial Code. Certain rights of the Lessor under this Lease Agreement have been assigned to, and are subject to a security interest in favor of Simmons Bank, Pine Bluff, Arkansas, as Trustee under a Trust Indenture of even date herewith, securing the Lessor's not to exceed $50,000,000,000 Taxable Industrial Development Revenue Bond (Groot LLC Project), Series 2025B. Prepared by: Kutak Rock LLP 124 West Capitol Avenue, Suite 2000 Little Rock, Arkansas 72201 4898-0215-7070.2 ' ARTICLE I DEFINITIONS Page Section 1.1. Definitions 2 Section 1.2. Use of Words 5 ARTICLE II REPRESENTATIONS Section 2.1. Representations by Lessor 5 Section 2.2. Representations by Lessee • 6 Section 2.3. Intention 7 ARTICLE III DEMISING CLAUSES AND WARRANTY OF TITLE Section 3.1. Demise of Personal Property Project 7 Section 3.2. Warranty of Title 7 Section 3.3. Quiet Enjoyment 7 Section 3.4. Ownership of Tax Benefits 7 Section 3.5. Authorized Lessee and Lessor Representatives 8 ARTICLE IV ACQUISITION AND INSTALLATION OF PERSONAL PROPERTY PROJECT; DRAWS UNDER BOND Section 4.1. Agreement to Acquire and Install the Personal Property Project 8 Section 4.2. Disbursement of Proceeds of Draws Under Bond 9 Section 4.3. Establishment of Completion Date 9 Section 4.4. Lessee Required to Pay in Event Amounts Insufficient 9 Section 4.5. Enforcement of Contracts 10 Section 4.6. Agreement to Issue Bond; Application of Initial Proceeds 10 Section 4.7. Subsequent Draws Under Bond 10 ARTICLE V EFFECTIVE DATE OF LEASE AGREEMENT; LEASE TERM; RENTAL PROVISIONS . Section 5.1. Effective Date of Lease Agreement; Duration of Lease Term 10 Section 5.2. [Reserved] 10 Section 5.3. Rents and Other Amounts Payable 11 Section 5.4. Obligations of Lessee Hereunder Unconditional 11 • 4898-0215-7070.2 ARTICLE VI MAINTENANCE,MODIFICATIONS, REMOVALS, IMPOSITIONS AND INSURANCE Section 6.1. Maintenance,Modifications and Removals of Portions of Personal Property Project by Lessee 12 Section 6.2. [Reserved] 13 Section 6.3. Impositions 13 Section 6.4. Insurance Required 13 ARTICLE VII DAMAGE, DESTRUCTION AND CONDEMNATION Section 7.1. Damage and Destruction 14 ARTICLE VIII SPECIAL COVENANTS Section 8.1. Inspection of Personal Property Project 14 Section 8.2. Lessee to Maintain Existence 14 Section 8.3. [Reserved] 15 Section 8.4. [Reserved] 15 Section 8.5. Location of Personal Property Project 15 • Section 8.6: Lessee to Hold Lessor Harmless 15 Section 8.7. Trustee, Paying Agent and Registrar Indemnity 15 Section 8.8. Accounts and Records 16 ARTICLE IX ASSIGNMENT, SUBLEASING,PLEDGING AND SELLING; REDEMPTION OF BOND; PREPAYMENT OF RENT Section 9.1. Assignment and Subleasing 16 Section 9.2. Restrictions on Sale,Pledge or other Conveyance of Personal Property Project by Lessor 16 Section 9.3. Redemption of Bond 16 Section 9.4. Prepayment of Rents 17 ARTICLE X EVENTS OF DEFAULT AND REMEDIES Section 10.1. Events of Default Defined 17 Section 10.2. Remedies on Default 18 Section 10.3. Remedies Not Exclusive 19 Section 10.4. Rentals and Damages Deposited Into Bond Fund 19 Section 10.5. Equitable Relief 19 Section 10.6. Lessor May File Proofs of Claim 19 ii 4898-0215-7070.2 ARTICLE XI OPTIONS IN FAVOR OF LESSEE Section 11.1. Option to Acquire Legal Title Upon Full Payment of Bond 20 ARTICLE XII MISCELLANEOUS Section 12.1. Notices 20 Section 12.2. Binding Effect 21 Section 12.3. Severability 21 Section 12.4. Amendments, Changes and Modifications 21 Section 12.5. Priority of Lease Agreement 21 Section 12.6. Execution Counterparts 22 Section 12.7. Captions 22 Section 12.8. Security Agreement; Recording and Filing 22 Section 12.9. Law Governing Construction of Lease Agreement 22 SIGNATURES 23 ACKNOWLEDGEMENTS 24 EXHIBIT A PERSONAL PROPERTY PROJECT DESCRIPTION A-1 EXHIBIT B LAND B-1 • 4898-0215-7070.2 • LEASE AGREEMENT This LEASE AGREEMENT dated as of , 2025 (this "Lease Agreement"),between the CITY OF WEST MEMPHIS,ARKANSAS,as lessor(the"Lessor"), a municipal corporation duly organized and existing under the laws of the State of Arkansas, and GROOT LLC, as lessee (the"Lessee"), a limited liability company organized and existing under the laws of the State of Delaware; W-I-T-N-E-S-S-E-T-H: WHEREAS, the Lessor is authorized by the Municipalities and Counties Industrial Development Revenue Bond Law, Arkansas Code Annotated Sections 14-164-201 et seq. (the "Act"), to acquire lands, to own, construct, improve, equip and lease industrial buildings, improvements and facilities, to incur other costs and expenses, and to make other expenditures incidental to and for the securing and developing of industry; and WHEREAS, the Lessor is further authorized by Amendment 65 to the Constitution of the State of Arkansas ("Amendment 65") and the Act to issue industrial development revenue bonds payable from the revenues derived from the industrial project so acquired, constructed and equipped; and WHEREAS, the Lessee has requested the assistance of the Lessor in the financing of a substantial industrial project consisting of the acquisition and installation of certain items of machinery, equipment and other tangible personal property (and maintenance and repair parts related thereto) to be utilized for data center operations (as more particularly defined hereinafter, the"Personal Property Project")in an industrial project to be located on approximately 1,102 acres of land within the corporate boundaries of the Lessor(the"Land"); and WHEREAS, the Lessor has determined to issue its Taxable Industrial Development Revenue Bond (Groot LLC Project), Series 2025B, in the aggregate principal amount of not to exceed$50,000,000,000 (the "Bond"),pursuant to the provisions of a Trust Indenture dated as of even date herewith (the "Indenture"), between the Lessor and Simmons Bank, Pine Bluff, Arkansas, as trustee (the "Trustee"), for the purpose of providing financing for the Personal Property Project; and WHEREAS,the Lessee and its Affiliates(as defined herein)have conveyed or will convey to the Lessor the personal property comprising the Personal Property Project (as described in Exhibit A hereto, as it may be amended from time to time), and such personal property financed • with the proceeds of the Bond will be leased by the Lessor to the Lessee upon the terms and conditions set forth herein; and WHEREAS, the Lessor and the Lessee each have full right and lawful authority to enter into this Lease Agreement and to perform and observe the provisions hereof on their respective parts to be performed and observed; and WHEREAS, pursuant to the Indenture and to secure the payment of the Bond, the Lessor shall pledge to the Trustee certain of its rights under this Lease Agreement, all revenues arising under this Lease Agreement, and certain other rights and property; 4898-0215-7070.2 NOW, THEREFORE, in consideration of the respective representations and agreements hereinafter contained, the Lessor and the Lessee agree as follows (provided, that in the performance of the agreements of the Lessor herein contained, any obligation it may thereby incur for the payment of money shall not be a general debt on its part, but shall be payable solely out of the proceeds derived from this Lease Agreement and the sale of the Bond): ARTICLE I DEFINITIONS Section 1.1. Definitions. In addition to the words and terms defined in the Indenture, or elsewhere defined in this Lease Agreement, the following words and terms as used in this Lease Agreement shall have the following meanings unless the context or use clearly indicates another or different meaning or intent: "Act"means the Municipalities and Counties Industrial Development Revenue Bond Law, Arkansas Code Annotated Sections 14-164-201 et seq., and all acts supplemental thereto or amendatory thereof. "Affiliate" means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person and"control,"when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. "Authorized Lessee Representative" means "Authorized Company Representative," as defined in the Indenture. "Authorized Lessor Representative"means"Authorized Issuer Representative,"as defined in the Indenture. "Bond" or "Bonds" means any or all of the City of West Memphis, Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project), Series 2025B, in the aggregate principal amount of not to exceed$50,000,000,000, to be issued pursuant to the Indenture. "Bond Counsel"means any firm of nationally recognized bond counsel expert in the field of municipal finance reasonably acceptable to the Lessor. "Bond Documents" means, collectively, the Bond, the Indenture, this Lease Agreement,. the Bond Purchase Agreement and the PILOT Agreement. "Bond Fund"means the fund by that name created by Section 4.01 of the Indenture. "Bondholder" or "Owner" means the Person in whose name the Bond is registered upon the registration books maintained pursuant to the Indenture. • 2 4898-0215-7070.2 "Bond Purchase Agreement" means the Bond Purchase Agreement dated , 2025, between the Lessor and the Original Purchaser, and approved by the Lessee. "Completion Date"means the date of completion of the acquisition and installation of the Personal Property Project, as that date shall be certified as provided in Section 4.3 hereof. "Costs of Issuance"means all costs incurred in connection with the borrowing, including all costs incurred in connection with the authorization, sale and issuance of, and draws under, the Bond and the transactions contemplated in the Indenture, including,but not limited to, (a) counsel fees and expenses (including Bond Counsel, as well as any other specialized counsel fees and expenses incurred in connection with the borrowing), (b)the initial fees and expenses of the Trustee, and (c) costs incurred in connection with the required.public approval process (e.g., publication costs for public notices). "Draw Certificate" means, with respect to each draw under the Bond, a certificate of the Lessee, approved by the Owner of the Bond, such approval to be evidenced by their execution thereof, in substantially the form attached to the Indenture as Exhibit C. • "Indenture" means the Trust Indenture of even date herewith, by and between the Lessor and the Trustee, relating to the Bond, and any indentures supplemental thereto. "Land"means the real estate described in Exhibit B hereto annexed and by this reference made a part of this Lease Agreement. "Lease Agreement" means this Lease Agreement and all amendments and supplements hereto. "Lease Term" means the duration of the Lessee's right to use the personal property constituting the Personal Property Project as specified in Section 5.1 hereof. "Lessee" means Groot LLC, a Delaware limited liability company, and any surviving, resulting or transferee corporation as provided in Section 8.2 hereof. "Lessor"means the City of West Memphis, Arkansas, a municipal corporation organized and existing under the laws of the State of Arkansas. "Net Proceeds" means, with respect to any insurance award, the gross proceeds from the insurance award with respect to which that term is used remaining after payment of all expenses (including attorneys' fees and expenses) incurred in the collection of such gross proceeds. "Original Purchaser" means Stonewall Valley Investments, LLC, a Delaware limited liability company,the original purchaser of the Bond. "Outstanding, " when used in reference to the Bond, means, as at any particular date, the aggregate principal amount of the Bond authenticated and delivered under the Indenture except: (a) the principal amount cancelled at or prior to such date; 3 4898-0215-7070.2 (b) the principal amount deemed to be paid in accordance with Article VIII of the Indenture; and • (c) any Bond in lieu of or in exchange or substitution for which another Bond or Bonds shall have been authenticated and delivered pursuant to the Indenture. "Permitted Encumbrances"means, as of any particular time, (i) any liens securing debt of the Lessee as of the date hereof, (ii)this Lease Agreement and the Indenture, (iii)leases, subleases, licenses,restrictions,reservations, reversions and exceptions that will not interfere with or impair the operation of the Personal Property Project, and (iv) such minor defects, irregularities and encumbrances as normally exist with respect to properties similar in character to the Personal Property Project facilities, and as do not materially impair the property affected thereby for the purposes for which it was acquired or is then held. "Person" means natural persons, firms, partnerships, associations, corporations, trusts, limited liability companies and public bodies. "Personal Property Project" means those items of machinery, equipment and other tangible personal property described in Exhibit A hereto(as it be amended from time to time), and maintenance and repair parts related thereto, acquired and installed on the Land with proceeds from the sale of the Bond (or reimbursed with proceeds from the sale of the Bond), and any item of machinery, equipment or tangible personal property acquired and installed on the Land in substitution therefor pursuant to the provisions of Section 6.1(b) hereto. All property comprising a part of the Personal Property Project shall be identified in a ledger maintained by the Lessee. "PILOT Agreement" means the Agreement for Payments in Lieu of Taxes dated , 2025, by and between the Lessor and the Lessee. "Project Costs" means all costs and items permitted to be financed under the provisions of the Act, including,but not limited to: (i)the cost of architectural, engineering,legal and related services; (ii) the cost of the preparation of plans, specifications, studies, surveys and estimates of cost and of revenue and all other expenses necessary or incident to planning, providing or determining the feasibility and practicability of the Personal Property Project; (iii) the cost of all machinery, equipment and other tangible personal property comprising the Personal Property Project and the cost of installing and placing the same in operation;and(iv) Costs of Issuance with respect to each draw under the Bond to finance the Personal Property Project. "Project Period" means the period between (i) the earlier of the beginning of the acquisition and installation of the Personal Property Project or the date on which the Bond is first delivered to the Original Purchaser, and(ii)the Completion Date. "Trustee" means Simmons Bank, Pine Bluff, Arkansas, a banking corporation organized and existing under the laws of the State of Arkansas, as trustee under the Indenture, its successors in trust and their assigns. "Unassigned Rights"means the rights of the Lessor under Section 8.6 hereof. 4 4898-0215-7070.2 Section 1.2. Use of Words. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate,the words "bond,""owner," "holder,"and"person" shall include the plural as well as the singular number. • ARTICLE II REPRESENTATIONS Section 2.1. Representations by Lessor. The Lessor makes the following representations as the basis for the undertakings on its part herein contained: (a) The Lessor is a political subdivision and a body corporate and politic organized and existing under the Constitution and laws of the State of Arkansas and has authority under the Act to acquire, construct and equip industrial projects and to issue its revenue bonds to finance the acquisition,construction and equipping of such projects. Any bonds so issued are payable solely out of the revenues derived from the lease of the projects and the proceeds derived from the sale of said bonds, and shall not constitute an indebtedness of the Lessor within the meaning of any Arkansas constitutional provision or statutory limitation, and shall never constitute or give rise to a pecuniary liability of the Lessor or a charge against its general credit or taxing powers. (b) The Lessor will perform all of its obligations with reference to the acquisition and installation of the Personal Property Project specified in Article IV of this Lease Agreement. (c) Notwithstanding anything herein contained to the contrary, it is the intention of the Lessor that any obligation it may hereby incur for the payment of money shall not be a general debt on its part but shall be payable solely from the proceeds derived from this Lease Agreement and the proceeds of draws under the Bond. (d) The Lessor has been induced to enter into this undertaking by the commitment of the Lessee to acquire, develop, construct, equip and operate certain industrial facilities on the Land within the jurisdiction of the Lessor for use in connection with the Lessee's data center operations business. (e) In order to furnish necessary moneys for the payment (or reimbursement) of Project Costs and the expenses of authorizing and issuing the Bond,the Lessor has authorized the issuance of the Bond. (f) The Bond is to be issued under and secured by the Indenture, pursuant to which the Lessor's interest in this Lease Agreement (except for the Unassigned Rights), and the revenues and receipts derived by the Lessor from the leasing of the Personal Property Project, will be pledged to the Trustee as security for payment of the principal of and interest on the Bond. 5 4898-0215-7070.2 (g) The Lessor will not pledge the amounts derived from this Lease Agreement other than to secure the Bond. Section 2.2 Representations by Lessee. The Lessee makes the following representations as the basis for the undertakings on its part herein contained: (a) The Lessee is a limited liability company duly organized and existing under the laws of the State of Delaware, is in good standing under its Certificate of Organization and under the laws of the States of Arkansas and Delaware, and has the power to enter into this Lease Agreement and the other Bond Documents to which it is a party, and to perform all of its obligations contained herein and therein,and by proper action,has been duly authorized to execute and deliver this Lease Agreement and the other Bond Documents to which it is a party. (b) The leasing by the Lessor of the Personal Property Project to the Lessee is an inducement to the Lessee to acquire, develop, construct, equip and operate certain industrial facilities on the Land within the jurisdiction of the Lessor for use in connection with the Lessee's data center operations business. (c) The Lessee currently intends for the Personal Property Project to be utilized for data center and associated facility operations until the expiration or earlier termination of the Lease Term as provided herein and/or,with the Lessor's written consent,for such other lawful uses as the Lessee may deem appropriate. (d) The Lessee is not subject to any charter, bylaw or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents the Lessee from entering into this Lease Agreement or the other Bond Documents to which it is a party, or performing any of its obligations hereunder or thereunder, and covenants that, anything in this Lease Agreement to the contrary notwithstanding, so long as the Bond is Outstanding there shall be no abatement or reduction of the rent payable by the Lessee hereunder. (e) There is no action, suit,proceeding, inquiry or investigation, at law or in equity, before or by any court or public board or body, pending or, to the best knowledge of the Lessee,threatened against or affecting the Lessee,nor to the best of knowledge of the Lessee is there any basis therefor,wherein an unfavorable decision,ruling or finding would materially and adversely affect the transactions contemplated by this Lease Agreement,or which,in any way, would materially and adversely affect the validity or enforceability of the Bond Documents, or any other agreement or instrument to which the Lessee is a party used or contemplated for use in the consummation of the transactions contemplated hereby. (f) The Personal Property Project consists of machinery, equipment and other tangible personal property (and maintenance and repair parts related thereto) suitable for industrial uses, with a minimum investment level currently estimated to be $ and a maximum investment level currently estimated to be$50,000,000,000. (g) The proceeds of each draw under the Bond will be used only for payment of Project Costs related to such draw and Costs of Issuance. 6 4898-0215-7070.2 (h) To the best knowledge of the Lessee,the Personal Property Project,as designed, will comply with all presently applicable building and zoning ordinances where failure to comply would have a materially adverse effect on the Lessee's ability to utilize the Personal Property Project for the purpose intended. (i) The Lessee agrees to cooperate with all reasonable requests of the Lessor with respect to the performance of the Lessor's obligations under the Indenture. Section 2.3. Intention. It is intended by the parties hereto that this Lease Agreement and all actions taken hereunder be consistent with and pursuant to that ordinance of the Lessor authorizing the issuance of the Bond,and that substantially all of the proceeds of the Bond be used to provide property of a character subject to the allowance for depreciation. ARTICLE III DEMISING CLAUSES AND WARRANTY OF TITLE Section 3.1. Demise of Personal Property Project. As acquired and installed,title to the Personal Property Project will be conveyed by the Lessee and/or its Affiliates to the Lessor. The • Lessor demises and leases to the Lessee, and the Lessee leases from the Lessor, the Personal Property Project,now in existence or hereafter to be conveyed, at the rental set forth in Section 5.3 hereof and in accordance with the provisions of this Lease Agreement. The Lessor agrees that the Lessee shall have possession of the Personal Property Project whenever such possession is desired by the Lessee. THE LESSOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF THE PERSONAL PROPERTY PROJECT OR ITS SUITABILITY FOR THE LESSEE'S PURPOSES OR THE ACTUAL OR DESIGNED CAPACITY OF THE PERSONAL PROPERTY PROJECT, OR THE FITNESS OF THE PERSONAL PROPERTY PROJECT FOR ANY PARTICULAR PURPOSE OF THE LESSEE. Section 3.2. Warranty of Title. The Lessor warrants that it lawfully owns and is lawfully possessed of the personal property comprising the Personal Property Project and that, subject to Permitted Encumbrances, it has good and merchantable title and estate therein, subject to Permitted Encumbrances,but it has no liability in regard thereto. • Section 3.3. Quiet Enjoyment. The Lessor covenants and agrees that the Lessee, upon paying the rent provided herein and upon performing and observing the covenants, conditions and agreements hereof, shall and may peaceably hold and enjoy the Personal Property Project during • the Lease Term without any interruption or disturbance,subject however,to the terms of this Lease Agreement. Section 3.4. Ownership of Tax Benefits. It is the intention of the parties that any tax benefits resulting from the ownership of the Personal Property Project and any tax credit or comparable credit which may ever be available shall accrue to the benefit of the Lessee, and the Lessee may, and the Lessor upon advice of counsel may, make any election and take any other 7 4898-0215-7070.2 action as may be necessary to entitle the Lessee to have such benefit and credit. The Lessee will have the sole and exclusive right to carry the value of and depreciate improvements relating to the Personal Property Project on its books. For purposes of clarity and notwithstanding anything to the contrary contained in this Lease Agreement, Lessor and Lessee each acknowledge that for federal income tax purposes, Lessee intends to report the lease of the Personal Property Project as a capital lease treating Lessee as the owner of the Personal Property Project, eligible to claim depreciation deductions under Section 167 or 168 of the Internal Revenue Code of 1986, as amended,with respect to the Personal Property Project. Section 3.5. Authorized Lessee and Lessor Representatives. All requests, approvals and agreements required on the part of the Lessee or the Lessor hereunder shall be in writing, signed by the Authorized Lessor Representative and/or Authorized Lessee Representative, as appropriate, granting such approval or entering into such agreement. The Lessor and the Lessee shall,concurrently with the delivery of this Lease Agreement,notify each other and the Trustee in writing of the Authorized Representative of each. It is agreed that each party may have more than one Authorized Representative and may change its Authorized Representative or Representatives from time to time, with each such change to be in writing forwarded to the other party and the Trustee. The Authorized Representative of each party so designated shall be authorized to enter into and execute any contracts or agreements or to grant any approvals or to take any action for and on behalf of the party hereto represented by him, and the other party to this Lease Agreement shall be entitled to rely upon the duly designated Authorized Representative as having full authority to bind the party hereto represented by him. ARTICLE IV ACQUISITION AND INSTALLATION OF PERSONAL PROPERTY PROJECT; DRAWS UNDER BOND Section 4.1. Agreement to Acquire and Install the Personal Property Project. The Lessee shall make draws of Bond proceeds as provided in the Indenture using the form of Draw Certificate set forth as Exhibit C to the Indenture. To the extent necessary after the proceeds of each draw under the Bond are available, the Lessor(or the Lessee, as agent for Lessor) will enter into or accept the assignment of contracts or purchase orders having terms, conditions, drawings, specifications and other provisions designated and prescribed by the Lessee for acquiring and installing the Personal Property Project. The Lessee may amend, modify, authorize or undertake any changes, alterations, extras or additions to or from such contracts. All payments necessary to acquire and install the Personal Property Project shall be made from Bond proceeds at the direction of the Lessee or reimbursed to the Lessee from such Bond proceeds for all expenditures made by it in connection with the Personal Property Project. Subject to Permitted Encumbrances,title to all machinery, equipment and other personal property of every nature paid for out of Bond proceeds (either by direct payment or by virtue of reimbursement to the Lessee) shall, as directed by the Lessee, be vested in, or be transferred to, the Lessor. Further, to the extent necessary after the proceeds of each draw are available, the Lessee and the Lessor will cooperate in amending the Lease Agreement to supplement Exhibit A hereto to accurately describe the Personal Property Project. The obligations of the Lessor hereunder are subject to the provisions of this Lease Agreement limiting the obligations of the Lessor to the extent of moneys drawn under the Bond. 8 4898-0215-7070.2 The Lessee shall have the exclusive authority, responsibility and control over all matters relating to the acquisition, installation and maintenance of the Personal Property Project. The Lessee, with the cooperation of Lessor when necessary, shall obtain all necessary approvals from any and all governmental agencies requisite to the acquisition and installation of the Personal Property Project, and the Personal Property Project shall be acquired and installed in compliance with all State of Arkansas and local laws, ordinances and regulations applicable thereto. Section 4.2. Disbursement of Proceeds of Draws Under Bond. All proceeds of each draw under the Bond shall be immediately paid (or reimbursed to the Lessee) for Project Costs. The Lessee shall maintain complete records,open to inspection by the Lessor or the Trustee at any time upon not less than two (2) business days' notice during the Lessee's regular business hours, of all draws and,with respect to each individual draw,the following: (a) the identity of the Person(s)to whom such draw or any portion thereof was paid; (b) the amount paid to each such Person; and (c) a description of The work,material or equipment for which each such payment was made and, if any portion of any such payment constituted reimbursement to the Lessee for Project Costs previously paid by the Lessee,information similar to that described in(a)and(b)above with respect to each payment for which the Lessee is being reimbursed. The Lessee's making of any draw of Bond proceeds shall constitute the Lessee's representation and warranty that each payment or reimbursement made therefrom will be for Project Costs not previously paid or reimbursed. Section 4.3. Establishment of Completion Date. The Completion Date shall be evidenced by a certificate signed by an Authorized Lessee Representative stating that (i) acquisition and installation of the Personal Property Project has been completed and all costs of labor, services,materials and supplies used in such acquisition and installation have been paid, and (ii) all other facilities necessary in connection with the Personal Property Project have been acquired and installed and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. Forthwith upon completion of the acquisition and installation of the Personal Property Project,the Lessee shall cause such certificate to be furnished to the Trustee. Section 4.4. Lessee Required to Pay in Event Amounts Insufficient. In the event Bond proceeds available for payment of the Project Costs shall not be sufficient to pay Project Costs in full, the Lessee shall pay that portion of Project Costs in excess of the Bond proceeds available therefor. The Lessor makes no warranty, either express or implied, that Bond proceeds available for the payment of Project Costs will be sufficient to pay all of such Project Costs. The Lessee agrees that if after exhaustion of Bond proceeds, the Lessee should pay any portion of the Project Costs pursuant to the provisions of this Section 4.4, the Lessee shall not be entitled to any reimbursement therefor from the Lessor or the Owner of the Bond,nor shall the Lessee be entitled to any diminution of the amounts payable under Section 5.3 hereof. 9 4898-0215-7070.2 • Section 4.5. Enforcement of Contracts. (a) The Lessor covenants that it will take any action and institute any proceedings requested by the Lessee necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of said contracts, including, without limitation, the correcting of any defective work. All expenses incurred by the Lessor in connection with the performance of its obligations under this Section 4.5(a) may be considered part of the Project Costs, and the Lessor agrees that the Lessee may, from time to time, in its own name, or in the name of the Lessor,take such action as may be necessary or advisable, as determined by the Lessee, to insure the peaceable and quiet enjoyment of the Personal Property Project for the term of this Lease Agreement. All costs and expenses incurred by the Lessee in connection therewith may be considered part of the Project Costs. (b) The Lessor will assign and extend to the Lessee any manufacturer's or vendor's warranties received by the Lessor in connection machinery, equipment and other personal property purchased in connection with the Personal Property Project, together with any warranties given by contractors,manufacturers or service organizations who provide installation services with respect to the Personal Property Project. If requested, the Lessor will execute and deliver instruments of assignment to the Lessee to accomplish the foregoing. All such warranties shall inure to the benefit of the Lessee. Section 4.6. Agreement to Issue Bond; Application of Initial Proceeds. In order to provide funds for payment of the Project Costs,the Lessor, concurrently with the execution of this Lease Agreement,will issue, sell and deliver the Bond and deliver the proceeds of the initial draw thereunder (as requested by the Lessee pursuant to a Draw Certificate) to the Lessee to pay, or to reimburse the Lessee for the payment of, Project Costs. Section 4.7. Subsequent Draws Under Bond. To the extent the maximum principal amount of the Bond has not been previously issued,the Lessee may request additional draws under the Bond to pay Project Costs and Costs of Issuance at any time during the Lease Term by delivering completed Draw Certificates to the Trustee and the Original Purchaser, not less than five (5) days prior to the requested date of such draw. ARTICLE V EFFECTIVE DATE OF LEASE AGREEMENT; LEASE TERM; RENTAL PROVISIONS Section 5.1. Effective Date of Lease Agreement; Duration of Lease Term. This Lease Agreement shall become effective upon its delivery, and the leasehold estate created herein shall then begin, and, subject to the provisions of this Lease Agreement (including particularly Section 5.3 hereof and Articles VII, X and XI hereof), shall continue until the earlier of(a) such date as payment has been made in full of the Bond or provision for such payment has been made as provided in the Indenture or (b) at midnight, West Memphis, Arkansas time, December 31, 2055. The Lessee has the option to terminate this Lease Agreement at any time as provided in Section 11.1 hereof. Section 5.2. [Reserved]. 10 4898-0215-7070.2 Section 5.3. Rents and Other Amounts Payable. (a) During the Lease Term, on or before 10:00 a.m., West Memphis, Arkansas time, on each , commencing , 2026, until the principal of and interest on the Bond shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture,the Lessee shall pay to the Trustee, by wire transfer of immediately available funds,for the account of the Lessor, as basic rent for the Personal Property Project,an amount equal to the principal of,including redemption price if applicable, and interest on the Bond coming due on such . In the event any basic rental payment under this Section shall be insufficient to pay the total amount payable on the Bond on such , and if at any such date the balance in the Bond Fund is insufficient to make required payments on such date, the Lessee shall forthwith pay any such deficiency. The Lessee agrees to pay all amounts payable to the Trustee, the Registrar and the Paying Agent pursuant to Section 10.04 of the Indenture or any other provision of the Indenture. (b) Notwithstanding the foregoing subsection (a), so long as the Outstanding Bond is owned by an Affiliate of the Lessee, the Lessee may satisfy the requirements of subsection (a) by making a like payment on or before any such due date directly to the Bondholder by wire or other transfer of immediately available funds or by means of net settlement through entries made on the books of the Lessee and the Bondholder, respectively. Written notice of the making of any such direct payment shall be given by the Lessee to the Trustee contemporaneously with the delivery of the payment. (c) In the event the Lessee should fail to make any of the payments required in this Section, the item or installment so in default shall continue as an obligation of the Lessee until the amount in default shall have been fully paid, and the Lessee agrees to pay the same with interest thereon at the rate borne by the Bond. Section 5.4. Obligations of Lessee Hereunder Unconditional. The obligations of the Lessee to make the payments required in Section 5.3 hereof and to perform and observe the other agreements on its part contained herein shall be absolute and unconditional, and the payments required in Section 5.3 shall be certainly payable on the dates and at the times specified, without notice or demand, and without abatement or set-off, and regardless of any contingencies whatsoever, and notwithstanding any circumstances or occurrences that may now exist or that may hereafter arise or take place, including, but without limiting the generality of the foregoing: (a) The unavailability of the Personal Property Project, or any part thereof, for use by the Lessee at any time by reason of the failure to complete the overall industrial project by any particular time or at all or by reason of any other contingency,occurrence or circumstance whatsoever; (b) Damage to or destruction of the Personal Property Project,or any part thereof; (c) Legal curtailment of the Lessee's use of the Personal Property Project, or any part thereof; (d) Change in the Lessor's legal organization or status; 11 4898-0215-7070.2 (e) Any termination of this Lease Agreement for any reason whatsoever; (f) Failure of consideration or commercial frustration of purposes; or (g) Any default of the Lessor under this Lease Agreement or any other fault or failure of the Lessor whatsoever. Nothing contained in this Section shall be construed to release the Lessor from the performance of any of the provisions of this Lease Agreement on its part to be performed. The Lessee covenants that it will not enter into any contract,indenture or agreement of any nature whatsoever which shall in any way restrict or prevent it from performing any of its obligations under this Lease Agreement. ARTICLE VI MAINTENANCE, MODIFICATIONS,REMOVALS,IMPOSITIONS AND INSURANCE Section 6.1. Maintenance, Modifications and Removals of Portions of Personal Property Project by Lessee. (a) The Lessee agrees that during the Lease Term it will at its own expense(i)keep the Personal Property Project in reasonably safe condition as its operations shall permit and (ii)keep the personal property forming a part of the Personal Property Project in good repair and in good operating condition,making from time to time all necessary repairs thereto and renewals and replacements thereof as the Lessee shall deem appropriate. (b) The Lessee may from time to time, in its sole discretion and at its own expense, make any changes to the Personal Property Project by omitting, adding or substituting components of the Personal Property Project,including buying,selling or otherwise changing such components of the Personal Property Project. In any instance where the Lessee determines that any portion of the Personal Property Project has become inadequate,obsolete, worn out,unsuitable,undesirable or unnecessary,the Lessee may remove such portion of the Personal Property Project and sell,trade in, exchange or otherwise dispose of such removed portion. Any portion of the Personal Property Project changed or removed pursuant to this Section 6.1(b) may be disposed of by the Lessee free from any interest of the Lessor under this Lease Agreement or of the Trustee under the Indenture. The removal of any portion of the Personal Property Project pursuant to the provisions of this Section 6.1(b)shall not entitle the Lessee to the abatement or diminution of any of the amounts to be paid hereunder. In the event of any change authorized herein,the Lessee may revise Exhibit A hereto to reflect such change and mail a copy of such revised Exhibit A to the Lessor and the Trustee. The consent of the Lessor and the Trustee shall not be required for any such revision of Exhibit A. (c) The Lessee will not permit any mechanics', materialmen's or other liens to remain against the Personal Property Project for labor or materials furnished in connection with any addition,modification,improvement,repair,renewal or replacement so made by it; provided, that if the Lessee shall first notify the Lessor of its intention so to do, the Lessee 12 4898-0215-7070.2 may in good faith contest•any mechanics' or other liens filed or established against the Personal Property Project, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom. The Lessor will cooperate fully with the Lessee in any such contest. Section 6.2. [Reserved] . Section 6.3. Impositions. The Lessee shall, during the Lease Term, bear, pay and discharge,before the delinquency thereof,all special assessment taxes lawfully levied and assessed against the Personal Property Project which may be paid in installments. The Lessee shall be required to pay only such installments thereof as become due and payable during the Lease Term as and when the same become due and payable. Any impositions which Lessee is required to bear, pay and discharge, shall be remitted directly to the authority which is entitled to the payment thereof. Within thirty (30) days after the last day for payment, without penalty or interest, of an imposition which the Lessee is required to bear, pay and discharge pursuant to the terms hereof, the Lessee shall deliver to the Lessor,upon its written request, a reproduced copy of the statement issued therefor duly receipted to show the payment thereof. The Lessee shall have the right, in its or the Lessor's name, to contest in good faith the validity or amount of any imposition which the Lessee is required to bear, pay and discharge pursuant to the terms of this Section by appropriate legal proceedings;provided the Lessee,before instituting any such contest, gives the Lessor written notice of its intention so to do, and provided further the Lessee diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale therefor, under execution or otherwise, and promptly pays any final judgment enforcing the imposition so contested and thereafter promptly procures record release or satisfaction thereof. The Lessee shall hold the Lessor whole and harmless from any costs and expenses the Lessor may incur related to any such contest. The Lessor covenants that it will not part with title to the Personal Property Project or any part thereof during the Lease Term or take any other affirmative action which may reasonably be construed as tending to cause or induce the levy or assessment of ad valorem taxes or any other charge, fee or assessment, directly or indirectly, on the Personal Property Project or any part thereof unless otherwise agreed to in writing by the Lessor and the Lessee. Section 6.4. Insurance Required. During the Project Period and throughout the Lease Term, the Lessee shall keep the Personal Property Project continuously insured by self-insurance or by policy against such risks as are customarily insured against by business of like size and type, paying as the same become-due all premiums in respect thereto. Nothing in this Section 6.4 or any other portion of this Lease Agreement shall be construed to prevent the Lessee from including the Personal Property Project under the Lessee's blanket forms of insurance coverage, provided that the requirements of this Section 6.4 be complied with under such blanket coverage. 13 4898-0215-7070.2 ARTICLE VII DAMAGE,DESTRUCTION AND CONDEMNATION• Section 7.1. Damage and Destruction. If the Personal Property Project is destroyed (in whole or in part) or is damaged by fire or other casualty, the Lessee (unless it chooses to redeem the Bond in whole pursuant to Section 9.3 hereof and Section 3.01 of the Indenture), subject to Section 11.1 hereof, (i) will promptly repair or restore the property damaged to substantially the same condition as it existed prior to the event causing such damage or destruction, with such changes, alterations and modifications (including the substitution and addition of other property) as may be desired by the Lessee and as will not impair operating unity or productive capacity or the character of the Personal Property Project and(ii) will apply for such purpose so much as may be necessary of any Net Proceeds of insurance resulting from claims for such losses, as well as any additional moneys of the Lessee necessary therefor. All Net Proceeds of insurance resulting from claims for such losses shall be paid to the Lessee. In the event said Net Proceeds are not sufficient to pay in full the cost of such repair or restoration,the Lessee shall nonetheless complete the work thereof and shall pay that portion of the cost thereof in excess of the amount of the Net Proceeds. The Lessee shall not, by reason of the payment of such excess cost, be entitled to any reimbursement from the Lessor or any abatement or diminution of the rents payable under Section 5.3 hereof. Any balance of such Net Proceeds remaining after payment of all the costs of any such repair or restoration shall be retained by the Lessee. ARTICLE VIII SPECIAL COVENANTS Section 8.1. Inspection of Personal Property Project. The Lessee agrees that the Lessor . and its duly authorized agents shall have the right, upon seven (7) business days' notice to the Lessee, at all reasonable times during business hours to enter upon the Land and to examine and inspect the Personal Property Project without interference or prejudice to the Lessee's operations. The Lessor acknowledges that it will be required to comply with the Lessee's access requirements and procedures. In all such cases, the Lessor agrees to comply with the Lessee's policies and • procedures to gain access and to comply with Lessee's confidentiality requirements and procedures. Section 8.2. Lessee to Maintain Existence. The Lessee. agrees that during the Lease Term it will maintain in good standing its existence as a limited liability company and its qualification to do business in the State of Arkansas, and will not dissolve, sell, lease or otherwise dispose of all or substantially all of its business and assets or consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it;provided,however, the Lessee may,without violating the agreement contained in this Section 8.2, consolidate with or merge into another corporation or limited liability company, or permit one or more other corporations or limited liability companies to consolidate with or merge into it,or sell or otherwise transfer to another corporation or limited liability company all or substantially all of its business and assets as an entirety and thereafter dissolve, on the condition that such surviving, resulting or 14 4898-0215-7070.2 transferee entity (if other than the Lessee) is a corporation or limited liability company validly organized and existing in good standing under the laws of one of the states of the United States, irrevocably and unconditionally assumes in writing all of the obligations of the Lessee contained in this Lease Agreement in an instrument which is satisfactory in form and delivered to the Lessor and the Trustee, and is qualified to do business in the State of Arkansas. Nothing in this Section shall be deemed to prevent or restrict the Lessee from selling or issuing securities. Section 8.3. [Reserved]. Section 8.4. [Reserved]. Section 8.5. Location of Personal Property Project. The Lessee covenants that proceeds of draws under the Bond shall be used only with respect to machinery, equipment and other personal property located on the Land within the corporate boundaries of the Lessor. Section 8.6. Lessee to Hold Lessor Harmless. The Lessee shall at all times keep and hold the Lessor harmless from any and all claims and demands,losses and expenses arising out of, or,connected with, the Lessee's operations at the Personal Property Project, or as a result of anything claimed to be done or omitted to be done by the Lessee,provided the Lessor shall in each instance give the Lessee prompt written notice of any such claim or demand; and the Lessor shall cooperate with the Lessee in the investigation of such claim. In the event of any claim, demand or action arising out of an occurrence covered by any of such insurance of which the Lessor has knowledge, the Lessor agrees to give the Lessee prompt notice, in writing, and to cooperate with the Lessee in the investigation thereof. Section 8.7. Trustee,Paying Agent and Registrar Indemnity. The Lessee releases the Trustee, Paying Agent and Registrar from, and covenants and agrees that the Trustee, Paying Agent and Registrar shall not be liable for, and covenants and agrees, to the extent permitted by law, to indemnify and hold harmless the Trustee, Paying Agent and Registrar and their directors, officers, employees and agents from and against, any and all losses, claims, damages, liabilities or expenses,of every conceivable kind,character and nature whatsoever arising out of,resulting from or in any way connected with(1)the Personal Property Project, or the conditions, occupancy,use, possession, conduct or management of, or work done in or about, or from the planning, design, acquisition or installation of the Personal Property Project or any part thereof(including without limitation any of the foregoing relating to any federal, state or local environmental law, rule or regulation);or(2)the issuance of the Bond or any certifications,covenants or representations made in connection therewith and the carrying out of any of the transactions contemplated by the Bond Documents. The Lessee further covenants and agrees,to the extent permitted by law,to pay or to reimburse the Trustee, Paying Agent and Registrar and their officers, employees and agents for any and all costs, reasonable attorney's fees and expenses, liabilities or expenses incurred in connection with investigating, defending against or otherwise in connection with any such losses, claims, damages, liabilities, expenses or actions, except to the extent that the same arise out of the Trustee's, Paying Agent's or Registrar's willful misconduct or negligence. The provisions of this Section shall survive the retirement or defeasance of the Bond, the expiration of this Lease Agreement and the Indenture, and the removal or resignation of the Trustee for any reason. 15 4898-0215-7070.2 The indemnified party shall promptly notify the Lessee in writing of any claim or action covered by this indemnity and brought against the indemnified party, or in respect of which indemnity may be sought.against the Lessee, setting forth the particulars of such claim or action, and the Lessee will assume the defense thereof, including the employment of counsel satisfactory . to the indemnified party and the payment of all expenses. The indemnified party may employ separate counsel in any such action and participate in the defense thereof,and the fees and expenses of such counsel shall be payable by the Lessee. Section 8.8. Accounts and Records. The Lessee shall cause proper books of account and records to be kept of all transactions relating to the acquisition and installation of the Personal Property Project. ARTICLE IX ASSIGNMENT, SUBLEASING,PLEDGING AND SELLING; REDEMPTION OF BOND; PREPAYMENT OF RENT Section 9.1. Assignment and Subleasing. The Lessee shall be permitted to transfer, assign or sublet its interest in the Personal Property Project to any Affiliate or to any successor to the interests of the Lessee by merger or consolidation or acquisition of the Lessee. The Lessee shall further be permitted to transfer, assign or sublet its interest in the Personal Property Project to any other entity,so long as such entity sublets such interest back to the Lessee. The Lessee may not otherwise assign this Lease Agreement or sublet the leased premises or part thereof without the prior written consent of the Lessor, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, no assignment or subletting and no dealings or transactions between the Lessor and any sublessee or assignee shall relieve the Lessee of any of its obligations under this Lease Agreement and the Lessee shall remain as fully bound as though no assignment or subletting had been made, and performance by any assignee or sublessee shall be considered as performance pro tanto by the Lessee. It is understood and agreed that this Lease Agreement (and the rents hereunder) will be assigned and pledged to the Trustee as security for the payment of the principal of and interest on the Bond, but otherwise the Lessor shall not, without the prior written consent of the Lessee and the Bank, assign, encumber, sell or dispose of all or any part of its rights, title and interest in and to the Personal Property Project and this Lease Agreement, except to the Lessee in accordance with the provisions of this Lease Agreement and to the Trustee under the Indenture,but subject to the provisions set forth below, without the prior written consent of the Lessee. • Section 9.2. Restrictions on Sale, Pledge or other Conveyance of Personal Property Project by Lessor. The Lessor agrees that, except for the assignment of this Lease Agreement and the rentals hereunder to the Trustee pursuant to the Indenture,it will not sell,assign,mortgage, pledge; transfer or convey the Personal Property Project during the Lease Term, except as specifically provided in this Lease Agreement. Section 9.3. Redemption of Bond. The Lessor, at the request at any time of the Lessee and if the same is then callable, shall forthwith take all steps that may be necessary under the applicable redemption provisions of the Indenture to effect redemption of all or part of the then 16 4898-0215-7070.2 Outstanding Bond, as may be specified by the Lessee, on the earliest redemption date on which such redemption may be made under such applicable provisions. Section 9.4. Prepayment of Rents. To permit the redemption of the Bond pursuant to the exercise of any options of the Lessee hereunder, and solely for that purpose,there is expressly reserved to the Lessee the right, and the Lessee is authorized and permitted, at any time it may choose, to prepay all or any part of the rents payable under Section 5.3 hereof, and the Lessor agrees that it will accept such prepayment of rents when the same are tendered by the Lessee. All rents so prepaid shall be credited on the rental payments specified in Section 5.3 hereof, in the order of their maturities, and shall be used for the redemption of the Bond on the earliest possible redemption date in accordance with the Indenture. At any time when the Bond has been paid in full (or provision for the payment of the Bond has been made as provided in Article VIII of the Indenture), the Lessee shall have the option to terminate this Lease Agreement at any time as provided in Section 11.1 hereof. ARTICLE X EVENTS OF DEFAULT AND REMEDIES Section 10.1. Events of Default Defined. The following shall be "events of default" under this Lease Agreement and the terms "event of default" or "default" shall mean, whenever they are used in this Lease Agreement, any one or more of the following events: (a) Failure by the Lessee to pay the basic rent or any part thereof payable hereunder,which failure shall continue without cure for a period of ten(10)business days after written notice (unless the party to which the payment is due and payable shall agree in writing to an extension of such time prior to its expiration); (b) Failure by the Lessee to pay any additional rent due hereunder and continuation of said failure for a period of thirty (30) days after notice by certified or registered mail sent by the Lessor or the Trustee; (c) Failure by the Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed,other than as referred to in subsections(a) or(b)of this Section,for a period of sixty(60)days after the mailing of notice by certified or registered mail, specifying such failure and requesting that it be remedied, to the Lessee by the Lessor, unless the Lessor shall agree in writing to an extension of such time prior to its expiration, or in the case of any such default that can be cured with due diligence but not within such 60-day period,the Lessee shall fail to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; (d) An Event of Default shall occur under the Indenture; (e) A court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Lessee in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,trustee, sequestrator(or similar official)of the Lessee or for any substantial part of 17 4898-0215-7070.2 its property, or ordering the winding-up or liquidation of its affairs and such decree or order shall remain unstayed and in effect for a period of sixty (60)consecutive days; or (f) The Lessee shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law,or shall consent to the appointment of or taking possession by a receiver,liquidator, assignee,trustee, custodian, sequestrator(or other similar official) of the Lessee or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action in furtherance of any of the foregoing. The foregoing provisions of paragraph (c) are subject to the following limitations: If by reason of force majeure the Lessee is unable in whole or in part to carry out its agreements on its part herein contained, other than the obligations on the part of the Lessee contained in Article V and Sections 6.3 and 6.4 hereof,the Lessee shall not be deemed in default during the continuance of such inability. The term force majeure as used herein shall mean, without limitation, the following: acts of God, strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States or of the State of Arkansas or any of their departments, agencies, or officials, or any civil or military authority; insurrections; riots; pandemics; epidemics; landslides; lightning; earthquake; fire; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery,transmission pipes or canals;partial or entire failure of utilities; or any other cause or event not reasonably within the control of the Lessee. The Lessee agrees, however, to remedy with all reasonable dispatch the cause or causes preventing the Lessee from carrying out its agreements; provided, that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the Lessee, and the Lessee shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment of the Lessee unfavorable to the Lessee. Section 10.2. Remedies on Default. Whenever any event of default shall happen, the Lessor(with the consent of the Bondholder if the Indenture has not been discharged)may take any of the following remedial steps: (a) Declare all installments of basic and additional rent payable for the remainder of the term to be immediately due and payable,whereupon the same shall become immediately due and payable; (b) Re-enter and take possession of the Personal Property Project without terminating this Lease Agreement,and sublease any or all of the Personal Property Project for the account of the Lessee, holding the Lessee liable for the difference in the rent and other amounts payable by such sublessee in such subleasing and the basic and additional rent payable by the Lessee hereunder; (c) Terminate the Lease Term, exclude the Lessee from possession of the Personal Property Project, and use its best efforts to lease any or all of the Personal Property Project to another for the account of the Lessee; 18 4898-0215-7070.2 (d) Have access to and inspect, examine and make copies of such of the books, records, accounts and data of the Lessee,as pertain to the Personal Property Project;or (e) Take whatever action at law or in equity may appear necessary or desirable to collect the rent and any other amounts payable by the Lessee hereunder, then due and thereafter to become due, or to enforce performance and observance of any obligation, . agreement or covenant of the Lessee under this Lease Agreement. Any amounts collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture. Section 10.3. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Lessor is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Lease Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power shall impair any such right or power or shall be construed to be a waiver thereof but any such right or power may be exercised from time to time as often as may be deemed expedient. Section 10.4. Rentals and Damages Deposited Into Bond Fund. The foregoing provisions of this Article. relating to the receipt of moneys by the Lessor as the result of an acceleration, upon a reletting or otherwise, are each to be construed as providing that all such payments by the Lessee or others shall be made into the Bond Fund referred to in Section 4.01 of the Indenture. Section 10.5. Equitable Relief. The Lessor and the Lessee shall each be entitled to specific performance and injunctive or other appropriate equitable relief for any breach or threatened breach of any of the provisions of this Lease Agreement, notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to raise such defense in any proceeding in equity. Section 10.6. Lessor May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Lessee or the Personal Property Project, the Lessor shall be entitled and empowered,by intervention in such proceeding or otherwise: (a) to file and prove a claim and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Lessor(including any claim for the reasonable compensation,expenses,disbursements,and advances of the Lessor,its agents and counsel) allowed in such judicial proceeding; and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same. 19 4898-0215-7070.2 • ARTICLE XI OPTIONS IN FAVOR OF LESSEE Section 11.1. Option to Acquire Legal Title Upon Full Payment of Bond. At any time following full payment of the Bond (or provision for the payment thereof having been made in accordance with the provisions of the Indenture) and the payment of all fees and expenses of the Trustee payable under the Indenture, including any reasonable fees and expenses of Trustee's • counsel,the Lessee shall have and is hereby granted an option, exercisable at any time (including following the occurrence of an event of default hereunder or the exercise by the Lessor or the Trustee of their respective remedies in result thereof), to purchase and acquire legal title to, and Lessor agrees to sell and convey, the Personal Property Project for a price.of$100.00. At the closing of such purchase,the Lessor will deliver to the Lessee or its nominee documents conveying to the Lessee or its nominee good and marketable title to the Personal Property Project, subject only to the following: (i)those liens and encumbrances, if any,to which title to said property was subject when conveyed to the Lessor; (ii)those liens and encumbrances created by the Lessee or to the creation or suffering of which the Lessee consented; (iii)those liens and encumbrances resulting from the failure of the Lessee to perform or observe any of the agreements on its part contained in this Lease Agreement; and (iv) Permitted Encumbrances. ARTICLE XII MISCELLANEOUS Section 12.1. Notices. Any notices, statements, acknowledgements, consents, approvals, certificates or requests required to be given on behalf of any party to this Lease Agreement shall be made in writing addressed as follows and sent by (i) registered or certified mail, return receipt requested, and shall be deemed delivered when the return receipt is signed, refused or unclaimed, (ii)by nationally recognized overnight delivery courier service, and shall be deemed delivered the next business day after acceptance by the courier service with instructions for next-business-day delivery, or (iii) electronic mail, and shall be deemed delivered upon (a) acknowledgment of receipt by reply electronic mail or (b) through means of an electronic "read receipt" confirmation to the sender that the designated electronic mail address provided hereinafter as the principal contact at the Lessee or the Lessor (but not their attorney copied on the message) has read the electronic mail: If intended for Lessee: • Groot LLC 2801 Centerville Road, 1st Floor PBM 811 Wilmington, DE 19808 Attention: Proj.acorn@gmail.com With a copy to: Kutak Rock LLP Attn: Gordon Wilbourn 124 West Capitol Avenue, Suite 2000 20 4898-0215-7070.2 Little Rock, AR 72201 • • gordon.wilbourn@kutakrock.com With a copy to: Vorys, Sater, Seymour and Pease LLP • Attn: Scott J. Ziance 52 E. Gay Street Columbus, OH 43215 sjziance@vorys.com If intended for Lessor: City of West Memphis - Attn: Mayor 205 South Redding Street West Memphis,AR 72301 [EMAIL ADDRESS] If intended for the Trustee: Simmons Bank 501 S. Main Street Pine Bluff,AR 71601 Attention: Corporate Trust Department [EMAIL ADDRESS] A duplicate copy of each notice, certificate or other communication given hereunder by either the Lessor or the Lessee to the other shall also be given to the Trustee. The Lessor and the Lessee may, by notice given hereunder, designate any further or different address to which subsequent notices, certificates or other communications shall be sent. Section 12.2. Binding Effect. This Lease Agreement shall inure to the benefit of and shall be binding upon the Lessor, the Lessee and their respective successors and assigns, subject, however,to the limitations contained in Sections 8.2, 9.1 and 9.2 hereof. Section 12.3. Severability. In the event any provision of this Lease Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 12.4. Amendments,Changes and Modifications. Except as otherwise provided in this Lease Agreement or in the Indenture, subsequent to the initial draw of Bond proceeds and prior to payment in full of the Bond (or provision for the payment thereof having been made in accordance with the provisions of the Indenture), this Lease Agreement may.not be effectively amended, changed, modified, altered or terminated without the concurring written consent of the Bondholder given in the manner provided in Section 12.02 of the Indenture. Section 12.5. Priority of Lease Agreement. This Lease Agreement (as it may be amended or supplemented pursuant to the provisions hereof)and the estate of the Lessee hereunder 21 4898-0215-7070.2 are and shall continue to be superior and prior to the Indenture (as it may be amended or supplemented). Section 12.6. Execution Counterparts. This Lease Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 12.7. Captions. The captions or headings of this Lease Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions of this Lease Agreement. Section 12.8. Security Agreement; Recording.and Filing. (a) This Lease Agreement is a security agreement under the Uniform Commercial Code of the State of Arkansas, and it is contemplated by the parties that a security interest in the rentals and other money due from the Lessee to the Lessor hereunder will be granted to Trustee pursuant to the Indenture. (b) If so requested by the Bondowner,the Lessee shall from time to time execute on its own behalf all required financing statements,continuation statements and renewals thereof with respect to the security interests granted by this Lease Agreement and file such statements or renewals thereof in all appropriate public offices. The Trustee shall have-no responsibility with respect to the maintenance of any such filings. Section 12.9. Law Governing Construction of Lease Agreement. This Lease Agreement shall be governed by, and construed in accordance with, the laws of the State of Arkansas. • 22 4898-0215-7070.2 IN WITNESS WHEREOF,the parties hereto have executed these presents as of the day • and year first above written. CITY OF WEST.MEMPHIS, ARKANSAS, as Lessor By: Name. Marco Mc lendon Title: Mayor ATTEST: Name: Patricia Joplin Title: City Clerk • GROOT LLC as Lessee By: Name: Title: Authorized Signatory [SIGNATURE PAGE TO LEASE AGREEMENT] 4898-0215-7070.2 ACKNOWLEDGMENT STATE OF ARKANSAS ) ss. COUNTY OF CRITTENDEN . ) On this day of , 2025, before me, a Notary Public duly commissioned, qualified and acting, within and for the County and State aforesaid, appeared in person the within named Marco McClendon and Patricia Joplin, Mayor and City Clerk, respectively, of the City of West Memphis, Arkansas, a municipality of the State of Arkansas, to me personally known, who stated that they were duly authorized in their respective capacities to execute the foregoing instrument for and in the name of.the City, and further stated and acknowledged that they had signed, executed and delivered the foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF,I have hereunto set my hand and official seal this day of , 2025. Notary Public My commission expires: (SEAL) • • 4898-0215-7070.2 ACKNOWLEDGMENT STATE OF ) ) ss. COUNTY OF ) On this day of , 2025, before me, a duly qualified and acting Notary Public, appeared in person the within named , an Authorized Signatory of Groot LLC, to me personally known, who stated that he/she was duly authorized to execute the foregoing instrument for and in the name and behalf of the company,and further stated and acknowledged that he/she had so signed, executed and delivered the'foregoing instrument for the consideration, uses and purposes therein mentioned and set forth. IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal this day of , 2025. Notary Public My commission expires: - (SEAL) • • 4898-0215-7070.2 EXHIBIT A PERSONAL PROPERTY PROJECT DESCRIPTION To the Lease Agreement, dated as of 2025, by and between the City of West Memphis,Arkansas, as lessor, and Groot LLC, as lessee. All machinery, equipment and other tangible personal property being acquired with proceeds of the Bond installed or placed on the Land(and maintenance and repair parts related thereto) . All such machinery, equipment and other tangible personal property shall be identified in a ledger which shall be maintained by the Lessee; provided, however, the failure to so identify such property in such ledger shall not prevent any item of machinery, equipment or other tangible personal property from becoming part of the Personal Property Project and leased under this Lease Agreement if, pursuant to the provisions hereof, it should be a part thereof. Such machinery, equipment and other tangible personal property is more particularly identified as follows: [TO BE PROVIDED] • • A-1 EXHIBIT B LAND The following described real estate situated in Crittenden County,Arkansas,to-wit: TRACT 1 (EASTERN ACREAGE) THE FOLLOWING DESCRIPTION IS BASED ON THE ARKANSAS STATE PLANE COORDINATE SYSTEM (AR SPC) GRID NORTH [NAD 83(2011), EPOCH 2010.00, U.S. SURVEY FEET, NORTH ZONE] USING A COMBINED FACTOR OF 0.999968914 AND A CONVERGENCE ANGLE OF+01°02'45"AT COMPUTED COORDINATES OF N:290290.39, E:1849817.77. • A PART OF THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561, PAGE 460 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL LYING AND BEING SITUATED IN SECTIONS 26, 35 AND 36, TOWNSHIP 06 NORTH,RANGE 08 EAST,EAST OF CITY OF WEST MEMPHIS DITCH NO. 20 AND 19 WHERE DITCH NO. 19 RUNS IN A NORTH-SOUTH DIRECTION, IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 26, HAVING THE AR SPC OF N 290290.39, E 1849817.77; THENCE RUN S 00°27'09" E, ALONG THE EAST LINE OF SAID SECTION 26 AND PASSING A 1/2" REBAR FOUND AT 131' AND 5141', FOR A TOTAL DISTANCE OF 5260.35 FEET TO A POINT IN CITY OF WEST MEMPHIS DITCH NO. 19, SAID POINT BEING THE NORTHEAST CORNER OF SAID SECTION 35; THENCE RUN S 00°08'59" E, ALONG THE EAST LINE OF SAID SECTION 35 AND PASSING A CREOSOTE POST FOUND AT 67', FOR A TOTAL DISTANCE OF 2640.13 FEET TO A 1/2" REBAR FOUND AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE RUN N 89°42'52"E ALONG THE NORTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 36 FOR A DISTANCE OF 528.30 FEET TO A 1/2".REBAR FOUND AT THE TOP OF BANK OF FLETCHER LAKE;THENCE RUN ALONG FLETCHER LAKE THE FOLLOWING CALLS: S 14°12'O1" W FOR A DISTANCE OF 421.18 FEET TO A 1/2"REBAR SET; THENCE RUN S 21°54'41" W FOR A DISTANCE OF 1111.21 FEET TO A 1/2"REBAR SET IN THE EAST LINE OF SAID SECTION 35;THENCE RUN S 00°24'39" E ALONG SAID EAST LINE FOR A DISTANCE OF 1197.93 FEET TO A POINT IN FLETCHER LAKE, SAID POINT BEING THE SOUTHEAST CORNER OF SAID SECTION 35; THENCE RUN S 89°48'47" W ALONG THE SOUTH LINE OF SAID SECTION 35, PASSING A 1/2" REBAR SET AT 250',FOR A TOTAL DISTANCE OF 2662.57 FEET TO A CREOSOTE POST FOUND AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 35; THENCE RUN N 00°08'29" W ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER, PASSING A PIPE FOUND AT 2597', FOR A TOTAL DISTANCE OF 2636.12 FEET TO A POINT; THENCE RUN S 89°45'22" W FOR A DISTANCE OF 77.59 FEET TO A POINT IN A CURVE IN THE CENTER OF SAID DITCH NO. 19;THENCE RUN ALONG SAID DITCH 19 . AND THE CITY OF WEST MEMPHIS DITCH NO. 20 THE FOLLOWING CALLS: NORTHEASTERLY ON AND ALONG THE ARC OF A CURVE TO THE LEFT, SAID CURVE HAVING A RADIUS OF 150.00 FEET, AN ARC LENGTH OF 214.73 FEET, A CHORD BEARING OF N 48°44'44" E AND A CHORD LENGTH OF 196.86 FEET TO A B-1 POINT; THENCE RUN N 07°44'07" E FOR A DISTANCE OF 311.77 FEET TO A POINT; THENCE RUN N 00°44'39" W FOR A DISTANCE OF 258.36 FEET TO A POINT; THENCE RUN N 08°27'03" E FOR A DISTANCE OF 906.09 FEET TO A POINT; THENCE RUN N 03°30'04" E FOR A DISTANCE OF 10'72.28 FEET TO A POINT; THENCE RUN N 11°17'37" E FOR A DISTANCE OF 490.56 FEET TO A POINT; THENCE RUN N 03°47'55" E FOR A DISTANCE OF 492.07 FEET TO A POINT; THENCE RUN N 01°43'59" E FOR A DISTANCE OF 425.83 FEET TO A POINT; THENCE RUN N 08°00'48" E FOR A DISTANCE OF 217.92 FEET TO A POINT; THENCE RUN N 19°04'33" E FOR A DISTANCE OF 128.63 FEET TO A POINT; THENCE RUN N 23°21'50" E FOR A DISTANCE OF 838.98 FEET TO A POINT; THENCE RUN N 20°32'53" E FOR A DISTANCE OF 385.66 FEET TO A POINT; THENCE RUN N 16°15'03" E FOR A DISTANCE OF 223.45 FEET TO A POINT; THENCE RUN N 06°08'51" E FOR A DISTANCE OF 421.85 FEET TO A POINT; THENCE RUN N 17°45'43" E FOR A DISTANCE OF 336.97 FEET TO A POINT; THENCE RUN N 29°56'22" E FOR A DISTANCE OF 716.77 FEET TO A POINT; THENCE RUN N 40°38'37" E FOR A DISTANCE OF 634.85 FEET TO A POINT; THENCE RUN N 20°21'03" E FOR A DISTANCE OF 83.23 FEET TO A POINT; THENCE RUN N 00°26'12" E FOR A DISTANCE OF 237.93 FEET TO A POINT IN THE NORTH LINE OF SAID SECTION 26; THENCE RUN N 89°36'27" E ALONG SAID NORTH LINE FOR A DISTANCE OF 599.55 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 521.46 ACRES, MORE OR LESS; AND LESS AND EXCEPT THE FOLLOWING DESCRIBED TRACT: A PART OF THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561, PAGE 460 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL BEING THE CITY OF WEST MEMPHIS PROPERTY RESERVED FOR THE SOUTH LOOP EXTENSION, RECORDED IN DEED BOOK 2022, PAGE 233, SAID PROPERTY SITUATED IN SECTION 26, TOWNSHIP 06 NORTH, RANGE 08 EAST IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT A 1/2" REBAR SET AT THE NORTHEAST CORNER OF SAID SECTION 26, HAVING THE AR SPC OF N 290290:39, E 1849817.77; THENCE RUN S 00°27'09"E,ALONG THE EAST LINE OF SAID SECTION 26 AND PASSING A 1/2" REBAR FOUND AT 131',FOR A TOTAL DISTANCE OF 190.76 FEET TO A 1/2"REBAR SET, SAID POINT HAVING THE AR SPC OF N 290099.75, E 1849819.28 AT THE POINT OF BEGINNING: FROM SAID POINT OF BEGINNING THENCE RUN S 00°27'09" E ALONG SAID EAST LINE FOR A DISTANCE OF 142.50 FEET TO A 1/2" REBAR SET IN THE NORTH LINE OF SAID SOUTH LOOP EXTENSION; THENCE RUN N 89°50'28" W FOR A DISTANCE OF 156.42 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°27'04" W FOR A DISTANCE OF 247.18 FEET TO A 1/2" REBAR SET; THENCE RUN S 86°15'35" W FOR A DISTANCE OF 200.56 FEET TO A 1/2" REBAR SET;N 89°27'04" W FOR A DISTANCE OF 48.68 FEET TO A POINT.IN THE CENTER OF THE CITY OF WEST MEMPHIS DITCH NO. 20; THENCE RUN ALONG SAID DITCH NO. 20 THE FOLLOWING CALLS: N 40°38'37" E FOR A DISTANCE OF 30.31 FEET TO A POINT; THENCE RUN N 20°21'03" E FOR A DISTANCE OF 83.23 FEET TO A POINT; THENCE RUN.N 00°26'12" E FOR A DISTANCE OF 88.50 B-2 FEET TO A POINT IN THE NORTH LINE OF SAID SOUTH LOOP EXTENSION; THENCE RUN S 89°27'04" E FOR A DISTANCE OF 51.13 FEET TO A 1/2" REBAR SET; THENCE RUN S 71°26'49" E FOR A DISTANCE OF 105.15 FEET TO A 1/2" REBAR SET; THENCE RUN S 89°35'03" E FOR A DISTANCE OF 451.10 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 2.13 ACRES,MORE OR LESS. SAID SUBJECT PROPERTY CONTAINS 519.33 ACRES, MORE OR LESS. TRACT 2 (WESTERN ACREAGE) THE FOLLOWING DESCRIPTION IS BASED ON THE ARKANSAS STATE PLANE COORDINATE SYSTEM (AR SPC) GRID NORTH [NAD 83(2011), EPOCH 2010.00, U.S. SURVEY FEET, NORTH ZONE] USING A COMBINED FACTOR OF 0.999968891 AND A CONVERGENCE ANGLE OF+01°02'08"AT COMPUTED COORDINATES OF N:290254.28, E:1844529.14. A PART OF THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561, PAGE 460 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL LYING AND BEING SITUATED IN SECTIONS 26 AND 35,TOWNSHIP 06 NORTH,RANGE 08 EAST,WEST OF THE CITY OF WEST MEMPHIS DITCH NO. 19 AND 20, IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID SECTION 26, HAVING THE AR SPC OF N 290254.28, E 1844529.14; THENCE RUN N 89°36'27" E ALONG THE NORTH LINE OF SAID SECTION 26 FOR A DISTANCE OF 4689.21 FEET TO A POINT IN THE CENTER OF THE CITY OF WEST MEMPHIS DITCH NO. 20; THENCE RUN ALONG SAID DITCH NO. 20 AND CITY OF WEST MEMPHIS DITCH NO. 19 THE FOLLOWING CALLS: THENCE RUN S 00°26'12" W FOR A DISTANCE OF 237.93 FEET TO A POINT; THENCE RUN S 20°21'03" W FOR A DISTANCE OF 83.23 FEET TO A POINT; THENCE RUN S 40°38'37" W FOR A DISTANCE OF 634.85 FEET TO A POINT; THENCE RUN S 29°56'22" W FOR A DISTANCE OF 716.77 FEET TO A POINT; THENCE RUN S 17°45'43" W FOR A DISTANCE OF 336.97 FEET TO A POINT; THENCE RUN S 06°08'51" W FOR A DISTANCE OF 421.85 FEET TO A POINT; THENCE RUN S 16°15'03" W FOR A DISTANCE OF 223.45 FEET TO A POINT; THENCE RUN S 20°32'53" W FOR A DISTANCE OF 385.66 FEET TO A POINT; THENCE RUN S 23°21'50" W FOR A DISTANCE OF 838.98 FEET TO A POINT; THENCE RUN S 19°04'33" W FOR A DISTANCE OF 128.63 FEET TO A POINT; THENCE RUN S 08°00'48" W FOR A DISTANCE OF 217.92 FEET TO A POINT; THENCE RUN S 01°43'59" W FOR A DISTANCE OF 425.83 FEET TO A POINT; THENCE RUN S 03°47'55" W FOR A DISTANCE OF 492.07 FEET TO A POINT;THENCE RUN S 11°17'37" W FOR A DISTANCE OF 490.56 FEET TO A POINT; THENCE RUN S 03°30'04" W FOR A DISTANCE OF 1072.28 FEET TO A POINT; THENCE RUN S 08°27'03" W FOR A DISTANCE OF 906.09 FEET TO A POINT; THENCE RUN S 00°44'39" E FOR A DISTANCE OF 258.36 FEET TO A POINT; THENCE RUN S 07°44'07" W FOR A DISTANCE OF 311.77 FEET TO A POINT OF CURVATURE; THENCE RUN SOUTHWESTERLY ON AND ALONG THE ARC OF A CURVE TO THE RIGHT, SAID CURVE HAVING A RADIUS OF 150.00 FEET, AN ARC LENGTH OF 214.73 FEET, A CHORD BEARING OF S 48°44'44" W AND A CHORD LENGTH OF 196.86 FEET TO A POINT OF TANGENCY;THENCE RUN S 89°45'22" W FOR B-3 A DISTANCE OF 2554.98 FEET TO A POINT IN THE WEST LINE OF SAID SECTION 35; THENCE RUN N 00°28'23" W, ALONG SAID WEST LINE AND PASSING A 1/2" REBAR FOUND AT 65', FOR A TOTAL DISTANCE OF 2620.50 FEET TO A 2" PIPE FOUND AT - THE SOUTHWEST CORNER OF SAID SECTION 26;THENCE RUN N 00°21'23" W,ALONG THE WEST LINE OF SAID SECTION 26 AND PASSING A 1/2" REBAR FOUND AT 220', ONE AT 3469' AND ANOTHER AT 5178', FOR A TOTAL DISTANCE OF 5262.06 FEET • BACK TO THE POINT OF BEGINNING AND CONTAINING 607.30 ACRES, MORE OR LESS; AND LESS AND EXCEPT THE FOLLOWING DESCRIBED TRACT: A PART OF THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561, PAGE 460 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL BEING THE CITY OF WEST MEMPHIS PROPERTY RESERVED FOR THE SOUTH LOOP EXTENSION, RECORDED IN DEED BOOK 2022, PAGE 233, SAID PROPERTY SITUATED IN SECTION 26, TOWNSHIP 06 NORTH, RANGE 08 EAST IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 26,HAVING THE AR SPC OF N 290254.28, E 1844529.14; THENCE RUN S 00°21'23"E ALONG THE WEST LINE OF SAID SECTION 26,PASSING A 1/2"REBAR FOUND AT 84',FOR A TOTAL DISTANCE OF 111.66 FEET TO A 1/2" REBAR SET AT THE INTERSECTION OF SAID WEST LINE AND THE NORTH LINE OF SAID SOUTH LOOP EXTENSION, SAID POINT HAVING THE AR SPC OF N 290142.62, E 1844529.84 AT THE POINT OF BEGINNING: FROM SAID POINT OF BEGINNING THENCE RUN ACROSS SAID BOLLINGER PROPERTY THE FOLLOWING CALLS: S 89°49'56" E FOR A DISTANCE OF 257.89 FEET TO A 1/2"REBAR SET;THENCE RUN S 84°40'21" E FOR A DISTANCE OF 90.37 FEET TO A 1/2"REBAR SET; THENCE RUN S 89°43'44" E FOR A DISTANCE OF 291.16 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°44'32" E FOR A DISTANCE OF 848.86 FEET TO A 1/2" REBAR SET; THENCE RUN N 78°37'59" E FOR A DISTANCE OF 86.75 FEET TO A 1/2" REBAR SET; THENCE RUN S 84°28'08" E FOR A DISTANCE OF 165.73 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°44'32" E FOR A DISTANCE OF 225.01 FEET TO A 1/2" REBAR SET; THENCE RUN N 84°13'09" E FOR A DISTANCE OF 226.75 FEET TO A 1/2" REBAR SET; THENCE RUN S 83°11'45" E FOR A DISTANCE OF 174.17 FEET TO A 1/2" REBAR SET; THENCE RUN N 11°27'45" W FOR A DISTANCE OF 48.05 FEET TO A 1/2" REBAR SET; THENCE RUN N 83°53'40" E FOR A DISTANCE OF 60.41 FEET TO A 1/2"REBAR SET;THENCE RUN S 18°56'14"E FOR A DISTANCE OF 68.95 FEET TO A 1/2" REBAR SET; THENCE RUN S 89°27'04" E FOR A DISTANCE OF 2154.00 FEET TO A 1/2" REBAR SET; THENCE RUN N 59°35'06" E FOR A DISTANCE OF 58.31 FEET TO A 1/2" REBAR SET; THENCE RUN S 89°27'04" E FOR A DISTANCE OF 48.87 FEET TO A POINT IN THE CENTER OF THE CITY OF WEST MEMPHIS DITCH NO. 20; THENCE RUN ALONG SAID DITCH NO.20 THE FOLLOWING CALLS:THENCE RUN S 00°26'12"W FOR A DISTANCE OF 88.51 FEET TO A POINT;THENCE RUN S 20°21'03"W FOR A DISTANCE OF 83.23 FEET TO A POINT; THENCE RUN S 40°38'37" W FOR A DISTANCE OF 30.31 FEET TO A POINT IN THE SOUTH LINE OF SAID SOUTH LOOP EXTENSION; THENCE B-4 RUN ALONG SAID SOUTH LINE THE FOLLOWING CALLS: N 89°27'04" W FOR A DISTANCE OF 51.32 FEET TO A 1/2" REBAR SET; THENCE RUN N 76°46'15" W FOR A DISTANCE OF 102.50 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°27'04" W FOR A DISTANCE OF 1950.00 FEET TO A 1/2" REBAR SET; THENCE RUN S 52°17'33" E FOR A DISTANCE OF 119.20 FEET TO A 1/2" REBAR SET; THENCE RUN S 33°41'01" E FOR A DISTANCE OF 58.66 FEET TO A 1/2" REBAR SET; THENCE RUN S 49°50'17" W FOR A DISTANCE OF 56.73 FEET TO A 1/2" REBAR SET; THENCE RUN N 39°57'14" W FOR A DISTANCE OF 63.13 FEET TO A 1/2" REBAR SET; THENCE RUN N 74°08'20" W FOR A DISTANCE OF 87.10 FEET TO A 1/2" REBAR SET; THENCE RUN N 61°48'11" W FOR A DISTANCE OF 47.41 FEET TO A 1/2" REBAR SET; THENCE RUN N 45°18'22" W FOR A DISTANCE OF 47.38 FEET TO A 1/2" REBAR SET; THENCE RUN N 68°53'42" W FOR A DISTANCE OF 89.71 FEET TO A 1/2" REBAR SET; THENCE RUN S 83°52'52" W FOR A DISTANCE OF 150.90 FEET TO A 1/2" REBAR SET; THENCE RUN N 84°43'48" W FOR A DISTANCE OF 200.35 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°49'56" W FOR A DISTANCE OF 200.00 FEET TO A 1/2" REBAR SET; THENCE RUN S 85°10'02" W FOR A DISTANCE OF 200.76 FEET TO A 1/2" REBAR SET; THENCE RUN N 85°32'35" W FOR A DISTANCE OF 200.56 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°49'56" W FOR A DISTANCE OF 600.00 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°39'00" W FOR A DISTANCE OF 786.60 FEET TO A 1/2"REBAR SET IN THE WEST LINE OF SAID SECTION 26; THENCE RUN N 00°21'23" W FOR A DISTANCE OF 142.51 BACK TO THE POINT OF BEGINNING AND CONTAINING 15.89 ACRES, MORE OR LESS; AND LESS AND EXCEPT THE FOLLOWING DESCRIBED TRACT: THE FOLLOWING DESCRIPTION IS BASED ON THE ARKANSAS STATE PLANE COORDINATE SYSTEM (AR SPC) GRID NORTH [NAD 83(2011), EPOCH 2010.00, U.S. SURVEY FEET, NORTH ZONE] USING A COMBINED FACTOR OF 0.999968914 AND A CONVERGENCE ANGLE OF+01°02'45"AT COMPUTED COORDINATES OF N:290290.39, E:1849817.77: A PARCEL OF LAND BEING THE MICHAEL BOLLINGER PROPERTY RECORDED IN DEED BOOK 2024, PAGE 592 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL LYING AND BEING SITUATED IN SECTION 26, TOWNSHIP 06 NORTH, RANGE 08 EAST, SOUTH OF THE CITY OF WEST MEMPHIS PROPERTY RESERVED FOR THE SOUTH LOOP EXTENSION, RECORDED IN DEED BOOK 2022, PAGE 233 AND WEST OF THE CITY OF WEST MEMPHIS DITCH.NO. 20, IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 26,HAVING THE AR SPC OF N 290290.39, E 1849817.77; THENCE RUN S 89°36'27" W ALONG THE NORTH LINE OF SAID SECTION 26 FOR A DISTANCE OF 1902.77 FEET TO A POINT; THENCE RUN S 60°31'32"W ACROSS THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561,PAGE 460 AND SAID SOUTH LOOP EXTENSION FOR A DISTANCE OF 787.17 FEET; THENCE RUN SOUTH 29°28'28"EAST FORA DISTANCE OF 61.00 FEET TO A POINT, SAID POINT HAVING THE AR SPC OF N 289837.04, E1847260.28 AT THE POINT OF BEGINNING: B-5 FROM SAID POINT OF BEGINNING THENCE RUN S 03°04'58" W FOR A DISTANCE OF 305.35 FEET TO A POINT;THENCE RUN N 85°40'24"W FOR A DISTANCE OF 193.82 FEET TO A POINT;THENCE RUN N 05°10'51"E FOR A DISTANCE OF 181.79 FEET TO A POINT; THENCE RUN N 60°31'27" E FOR A DISTANCE OF 222.01 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 1.06 ACRES, MORE OR LESS. SAID SUBJECT PROPERTY CONTAINS 590.35 ACRES, MORE OR LESS. TRACT 3 (MICHAEL BOLLINGER ACREAGE) Beginning at the NE corner of Section 26, T-6-N, R-8-E, thence West along the North line of said Section 26 a distance of 1902.77 feet to its intersection with the centerline of the Missouri-Pacific Railroad, thence South 60 degrees 55 minutes West along said railroad centerline a distance of 787.17 feet; thence South 29 degrees 05 minutes East a distance of 61.0 feet to the point of beginning, thence South 03 degrees 28 minutes 29 seconds West a distance of 305.35 feet, thence North 85 degrees 16 minutes 51 seconds West a distance of 193.82 feet, thence North 05 degrees 34 minutes 24 seconds East a distance of 181.79 feet, thence North 60 degrees 55 minutes East a distance of 222.01 feet to the point of beginning, containing 1.06 acres more or less. SUCH SUBJECT PROPERTY IS ALSO DESCRIBED AS FOLLOWS: AS-SURVEYED DESCRIPTION OF THE MICHAEL BOLLINGER PROPERTY RECORDED IN DEED BOOK 2024, PAGE 592: THE FOLLOWING DESCRIPTION IS BASED ON THE ARKANSAS STATE PLANE COORDINATE SYSTEM (AR SPC) GRID NORTH [NAD 83(2011), EPOCH 2010.00, U.S. SURVEY FEET, NORTH ZONE] USING A COMBINED FACTOR OF 0.999968914 AND A CONVERGENCE ANGLE OF+O1°02'45"AT COMPUTED COORDINATES OF N:290290.39, E:1849817.77. 'A PARCEL OF LAND BEING THE MICHAEL BOLLINGER PROPERTY RECORDED IN DEED BOOK 2024, PAGE 592 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL LYING AND BEING SITUATED IN SECTION 26, TOWNSHIP 06 NORTH, RANGE 08 EAST, SOUTH OF THE CITY OF WEST MEMPHIS PROPERTY RESERVED FOR THE SOUTH LOOP EXTENSION, RECORDED IN.DEED BOOK 2022, PAGE 233 AND WEST OF THE CITY OF WEST MEMPHIS DITCH NO. 20, IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 26,HAVING THE AR SPC OF N 290290.39, E 1849817.77; THENCE RUN S 89°36'27" W ALONG THE NORTH LINE OF SAID SECTION 26 FOR A DISTANCE OF 1902.77 FEET TO A POINT; THENCE RUN S 60°31'32"W ACROSS THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561,PAGE 460 AND SAID SOUTH LOOP EXTENSION FORA DISTANCE OF 787.17 FEET;THENCE RUN SOUTH 29°28'28"EAST FORA DISTANCE OF 61.00 FEET B-6 TO A POINT, SAID POINT HAVING THE AR SPC OF N 289837.04, E1847260.28 AT THE POINT OF BEGINNING: FROM SAID POINT OF BEGINNING THENCE RUN S 03°04'58" W FOR A DISTANCE OF 305.35 FEET TO A POINT;THENCE RUN N 85°40'24"W FOR A DISTANCE OF 193.82 FEET TO A POINT;THENCE RUN N 05°10'51"E FOR A DISTANCE OF 181.79 FEET TO A POINT; THENCE RUN N 60°31'27" E FOR A DISTANCE OF 222.01 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 1.06 ACRES,MORE OR LESS. B-7 KUTAK ROCK LLP • DRAFT 03/27/2025 AGREEMENT FOR PAYMENTS IN LIEU OF TAXES (Personal Property) City of West Memphis, Arkansas West Memphis,Arkansas Ladies and Gentlemen: - Groot LLC, a Delaware limited liability company(the"Company"),has requested the City of West Memphis, Arkansas (the "City"), pursuant to the provisions of Act No. 9 of the First Extraordinary Session of the Sixty-Second General Assembly of the State of Arkansas, approved January 21, 1960, as amended ("Act 9"), to assist the Company in the acquisition and installation of certain items of machinery,equipment and other tangible personal property described in Exhibit A hereto (and maintenance and repair parts related thereto)within the corporate boundaries of the City (collectively, the "Personal Property Project"). Specifically, the Personal Property Project shall be.generally located south of the intersection of Bollinger Road and Rainer Road in the City on approximately 1,102 acres of land described in Exhibit B hereto(the"Project Site").To provide for the permanent financing of the Personal Property Project, the City has agreed to issue up to $50,000,000,000 of its taxable industrial development revenue bond (the `Bond") under the authority of Act 9 and other applicable law. The Bond will be secured by a pledge of revenues derived from the Personal Property Project, including particularly lease rentals to be paid by the Company to the City under a Lease Agreement to be dated as of , 2025 (the "Lease Agreement"), and having a term ending on December 31, 2055. The ownership of the Personal Property Project will revert to the Company (or will be transferred at its direction) upon the termination of the stated lease term or upon the happening of certain events described in the Lease Agreement.It is understood that during the term of the Lease Agreement and this Agreement, the Company may sublease all or portions of the Personal Property Project to other entities. The Lease Agreement will obligate the Company to pay all applicable taxes, charges and . assessments, general and special, levied and assessed on the Personal Property Project during the term of the Lease Agreement, except as otherwise provided herein. The Company and the City understand and agree that,notwithstanding such provisions in the Lease Agreement,under Article 16, Section 5, of the Constitution of the State of Arkansas, as interpreted under past decisions of the Supreme Court of the State of Arkansas applicable to facilities financed pursuant to Act 9, including particularly the case of Wayland v. Snapp,232 Ark. 57,334 S.W.2d 663 (1960),and the case of Pulaski County v. Jacuzzi Bros. Div., 332 Ark. 91, 964 S.W.2d 788 (1998), and under the provisions of Arkansas Code Annotated §§14-164-701 to—704,the Personal Property Project will be exempt from ad valorem taxes because it will be owned by the City and used for public purposes within the meaning of the applicable Constitutional and statutory provisions affording the exemption. Although the City makes no representations as to the continued precedential value of such past decisions concerning the exemption from ad valorem taxation of industrial facilities financed pursuant to Act 9, the Company and the City agree that the Company, as lessee of the Personal Property Project owned by the City, will have no ad valorem taxes to pay under the provisions of 4905-2474-2927.2 • the Lease Agreement. The City has indicated a reluctance to lose all tax revenues which would otherwise be received if the properties involved were privately owned. Therefore;to induce the City to proceed with the issuance of the Bonds and as an inducement for the acquisition, development, installation, equipping and operation of the Personal Property Project within the City, which will inure to the benefit of the Company (and fulfill a public purpose of the City), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the City,the Company agrees with the City as follows: 1. In lieu of ad valorem taxes that would otherwise be assessed on the machinery, equipment and other tangible personal property (and maintenance and repair parts related thereto) comprising the Personal Property Project.during the term of the Lease Agreement, annual payments will be made by or on behalf of the Company to the Treasurer of Crittenden County, Arkansas in an amount equal to 35% of the amount that would otherwise be due with respect to such Personal Property Project property (as determined pursuant to Arkansas Code Annotated Section 14-164-704)during such year were such property not exempt from the levy of ad valorem taxes, with the first such payment to be due on or before October 10th of the year following the first tax year such Personal Property Project property is subject to an exemption from taxation, with subsequent annual payments to be due on or before October 10th of each year thereafter, and with the final payment due on or before October 10th of the year following the final tax year that the Personal Property Project property is subject to an exemption from taxation. 2. Representatives of the Company will confer annually with the Crittenden County Assessor and determine the assessed valuation of the personal property comprising the Personal Property Project. The determination shall be made by mutual agreement }f possible, and if not, shall be made by the Assessor as though the Personal Property Project were privately owned. The amount to be paid each year shall be determined by applying the millage that would be applicable to the Personal Property Project for that year if the Personal Property Project were privately owned. The Company shall be entitled to any refund that would be occasioned by overpayment or a reduction in millage which requires a refund by the Taxing Authorities (as defined below). 3. Payments to be made hereunder are not intended to be in lieu of any license, occupation or privilege taxes or fees imposed upon the Company for or with respect to its right to carry on its business in the State of Arkansas. The payments to be made by or on behalf of the Company pursuant to this Agreement are intended to be in lieu of all ad valorem taxes that would have to be paid on the Personal Property Project by the Company or any of its Affiliates(as defined in the Lease Agreement) to the State of Arkansas, the West Memphis School District, Crittenden County, the City and/or all other political subdivisions of the State of Arkansas entitled thereto (the "Taxing Authorities") if the Personal Property Project was not exempt from ad valorem taxation under the provisions of Article 16, Section 5,of the Constitution of the State of Arkansas, as interpreted under past decisions of the Supreme Court of the State of Arkansas applicable to facilities financed pursuant to Act 9,including particularly the case of Wayland v. Snapp,232 Ark. 57, 334 S.W.2d 663 (1960), and the case of Pulaski County v. Jacuzzi Bros. Div., 332 Ark. 91, 964 S.W.2d 788 (1998), and under the provisions of Arkansas Code Annotated §§14-164-701 to —704. 2 4905-2474-2927.2 4. Each payment made by or on behalf of the Company hereunder shall be distributed among the applicable Taxing Authorities in the proportion that the millage levied by each bears to the total millage levied by all Taxing Authorities during the year of distribution. 5. The City and the Company agree to cooperate in sustaining the enforceability of this Agreement. The Company and the City covenant and agree not to challenge the validity of this Agreement and the exemption from ad valorem taxation pursuant to Arkansas law. If the validity of this Agreement or the exemption from ad valorem taxation pursuant to Arkansas law is challenged by any entity or individual, whether private or public,the Company and the City shall advocate diligently and in good faith in support of the validity of this Agreement and the exemption from ad valorem taxation provided for hereunder. However, if by reason of a change in the Constitution of the State of Arkansas, or a change by the Supreme Court of the State of Arkansas in its interpretation of the Constitution, a change in statutory law by the General Assembly of the State of Arkansas or otherwise, the Company or any Affiliate thereof is required to pay any tax which the payments specified herein are intended to be in lieu of, the Company may deduct the aggregate of any such payments made by it from the amount herein agreed to be paid in lieu of taxes and need only pay the difference to the Taxing Authorities. Furthermore, inasmuch as the payment herein agreed to be made by or on behalf of the Company is intended to be in lieu of taxes, it is agreed that said payment shall not as to any year be in an amount greater than would otherwise be payable for such year in ad valorem taxes, in the aggregate, on account of its ownership of the Personal Property Project. 6. It is recognized by the City and the Company that the payments described in Section 1 hereof are to be calculated on the basis of annual amounts that would otherwise be payable as ad valorem taxes under Arkansas law on the Personal Property Project property if such property were on the tax rolls. Accordingly,because the valuation of such property is a key factor in calculating said payments, the City agrees to reasonably cooperate with the Company in any reasonable challenge to the valuation assigned to the Personal Property Project property by the Crittenden County Assessor to the fullest extent permitted by Arkansas law. 7. Except with respect to the provisions regarding the final payment due by or on behalf of the Company as described in Section 1 above, this Agreement shall terminate and be of no further force and effect from and after the date that the Lease Agreement shall terminate for any purpose other than a default on the part of the Company. If such termination shall be at a point constituting a portion of a tax year, the Company shall pay for the year in which termination occurred that portion of the specified annual payment that the number of days in such tax year that the Company was lessee of the Personal Property Project prior to the termination bears to 365 days. Further,the Company has the right to terminate this Agreement for any reason or no reason by delivering notice in writing to the City at least sixty (60) days prior to the desired termination date, in which case any Company payment obligations attributable to a period before the termination date shall remain due. 8. This Agreement may be amended in writing at any time by the Company and the City for any purpose permitted by Arkansas law, including the provision of different payment terms from those presently set forth herein, either during the original term of the Lease Agreement or during any extension thereof. 3 4905-2474-2927.2 9. This Agreement may be assumed by successors to the Company and may be assigned by the Company, and shall be binding upon said successors and assigns, but no assignment shall be effective to relieve the Company of any of its obligations hereunder unless expressly authorized and approved in writing by the City, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the City hereby approves assignment of this Agreement,in whole or in part,and the benefits and obligations hereof to any Affiliate (as defined in the Lease Agreement) of the Company. 10. This Agreement may be executed in counterparts, each of which shall be deemed as original, and all of which shall constitute one and the same instrument. 11. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arkansas. 12. Any notices, statements, acknowledgements, consents, approvals, certificates or requests required to be given on behalf of any party to this Agreement shall be made in writing addressed as follows and sent by (i)registered or certified mail,return receipt requested, and shall be deemed delivered when the return receipt is signed, refused or unclaimed, (ii) by nationally recognized overnight delivery courier service,and shall be deemed delivered the next business day after acceptance by the courier service with instructions for next-business-day delivery, or (iii) electronic mail, and shall be deemed delivered upon (a) acknowledgment of receipt by reply electronic mail or(b)through means of an electronic"read receipt"confirmation to the sender that the designated electronic mail address provided hereinafter as the principal contact at the Company or the City (but not their attorney copied on the message)has read the electronic mail: If to the City,to: • City of West Memphis Attn: Mayor 205 South Redding Street • West Memphis, AR 72301 [MAYOR'S EMAIL ADDRESS] If to the Company,to: Groot LLC 2801 Centerville Road, 1st Floor PMB 811 Wilmington, DE 19808 proj.acom@gmail.com With a copy to: Kutak Rock LLP Attn: Gordon Wilbourn 124 West Capitol Avenue, Suite 2000 Little Rock, AR 72201 gordon.wilbourn@kutakrock.com 4 • 4905-2474-2927.2 With a copy to: Vorys, Sater, Seymour and Pease LLP Attn: Scott J. Ziance 52 E. Gay Street Columbus, OH 43215 slziance@vorys.com 5 4905-2474-2927.2 • If the foregoing is acceptable, please so indicate by executing the acceptance set forth below, and by returning this instrument to the Company, whereupon this instrument shall constitute a valid and binding contract between the Company and the City. DATED: -, 2025 GROOT LLC, a Delaware limited liability company By: Name: Title: Authorized Signatory ACCEPTED: CITY OF WEST MEMPHIS,ARKANSAS • By: ago G't L " Name: arco McClendon • Title: Mayor • [SIGNATURE PAGE FOR AGREEMENT FOR PAYMENT IN LIEU OF TAXES] 6 4905-2474-2927.2 EXHIBIT A PERSONAL PROPERT PROJECT All machinery, equipment and other tangible personal property being acquired with proceeds of the Bond and installed or placed on the Project Site(and maintenance and repair parts related thereto). All such machinery, equipment and other tangible personal property shall be identified in a ledger which shall be maintained by the Company; provided, however, the failure to so identify such property in such ledger shall not prevent any item of machinery, equipment or other tangible personal property from becoming part of the Personal Property Project and leased under the Lease Agreement if,pursuant to the provisions thereof, it should be a part thereof Such machinery, equipment and other tangible personal property is more particularly identified as follows: [TO BE PROVIDED] A-1 4905-2474-2927.2 EXHIBIT B PROJECT SITE The following described real estate situated in Crittenden County,Arkansas,to-wit: TRACT 1 (EASTERN ACREAGE) THE FOLLOWING DESCRIPTION IS BASED ON THE ARKANSAS STATE PLANE COORDINATE SYSTEM (AR SPC) GRID NORTH [NAD 83(2011), EPOCH 2010.00, U.S. SURVEY FEET, NORTH ZONE] USING A COMBINED FACTOR OF 0.999968914 AND A CONVERGENCE ANGLE OF+01°02'45"AT COMPUTED COORDINATES OF N:290290.39, E:1849817.77. A PART OF THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561, PAGE 460 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL LYING AND BEING SITUATED IN SECTIONS 26, 35 AND 36,TOWNSHIP 06 NORTH, RANGE 08 EAST, EAST OF CITY OF WEST MEMPHIS DITCH NO. 20 AND 19 WHERE DITCH NO. 19 RUNS IN A NORTH-SOUTH DIRECTION, IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST . CORNER OF SAID SECTION 26, HAVING THE AR SPC OF N 290290.39, E 1849817.77; THENCE RUN S 00°27'09" E, ALONG THE EAST LINE OF SAID SECTION 26 AND PASSING A 1/2" REBAR FOUND AT 131' AND 5141', FOR A TOTAL DISTANCE OF 5260.35 FEET TO A POINT IN CITY OF WEST MEMPHIS DITCH NO. 19, SAID POINT BEING THE.NORTHEAST CORNER OF SAID SECTION 35; THENCE RUN S 00°08'59" E, ALONG THE EAST LINE OF SAID SECTION 35 AND PASSING A CREOSOTE POST FOUND AT 67', FOR A. TOTAL DISTANCE OF 2640.13 FEET TO A 1/2" REBAR FOUND AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF SAID SECTION 35; THENCE RUN N 89°42'52"E ALONG THE NORTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 36 FOR A DISTANCE OF 528.30 FEET TO A 1/2" REBAR FOUND AT THE TOP OF BANK OF FLETCHER LAKE;THENCE RUN ALONG FLETCHER LAKE THE FOLLOWING CALLS: S 14°12'O1" W FOR A DISTANCE OF 421.18 FEET TO A 1/2"REBAR SET; THENCE RUN S 21°54'41" W FOR A DISTANCE OF 1111.21 FEET TO A 1/2"REBAR SET IN THE EAST LINE OF SAID SECTION 35;THENCE RUN S 00°24'39" E ALONG SAID EAST LINE FOR A DISTANCE OF 1197.93 FEET TO A POINT IN FLETCHER LAKE, SAID POINT BEING THE SOUTHEAST CORNER OF SAID SECTION 35; THENCE RUN S 89°48'47" W ALONG THE SOUTH LINE OF SAID SECTION 35, PASSING A 1/2" REBAR SET AT 250',FOR A TOTAL DISTANCE OF 2662.57 FEET TO A CREOSOTE POST FOUND AT THE SOUTHWEST CORNER OF THE SOUTHEAST QUARTER OF SAID SECTION 35; THENCE RUN N 00°08'29" W ALONG THE WEST LINE OF SAID SOUTHEAST QUARTER, PASSING A PIPE FOUND AT 2597', FOR A TOTAL DISTANCE OF 2636.12 FEET TO A POINT; THENCE RUN S 89°45'22" W FOR A DISTANCE OF 77.59 FEET TO A POINT IN A CURVE IN THE CENTER OF SAID DITCH NO. 19; THENCE RUN ALONG SAID DITCH 19 AND THE CITY OF WEST MEMPHIS DITCH NO. 20 THE FOLLOWING CALLS: NORTHEASTERLY ON AND ALONG THE ARC OF A CURVE TO THE LEFT, SAID CURVE HAVING A RADIUS OF 150.00 FEET, AN ARC LENGTH OF 214.73 FEET, A B-1 4905-2474-2927.2 • CHORD BEARING OF N 48°44'44" E AND A CHORD LENGTH OF 196.86 FEET TO A POINT; THENCE RUN N 07°44'07" E FOR A DISTANCE OF 311.77 FEET TO A POINT; THENCE RUN N 00°44'39" W FOR A DISTANCE OF 258.36 FEET TO A POINT; THENCE RUN N 08°27'03" E FOR A DISTANCE OF 906.09 FEET TO A POINT; THENCE RUN N 03°30'04" E FOR A DISTANCE OF 1072.28 FEET TO A POINT; THENCE RUN N 11°17'37" E FOR A DISTANCE OF 490.56 FEET TO A POINT; THENCE RUN N 03°47'55" E FOR A DISTANCE OF 492.07 FEET TO A POINT; THENCE RUN N 01°43'59" E FOR A DISTANCE OF 425.83 FEET TO A POINT; THENCE.RUN N 08°00'48" E FOR A DISTANCE OF 217.92 FEET TO A POINT; THENCE RUN N 19°04'33" E FOR A DISTANCE OF 128.63 FEET TO A POINT; THENCE RUN N 23°21'50" E FOR A DISTANCE OF 838.98 FEET TO A POINT; THENCE RUN N 20°32'53" E FOR A DISTANCE OF 385.66 FEET TO A POINT; THENCE RUN N 16°15'03" E FOR A DISTANCE OF 223.45 FEET TO A POINT; THENCE RUN N 06°08'51" E FOR A DISTANCE OF 421.85 FEET TO A POINT; THENCE RUN N 17°45'43" E FOR DISTANCE OF 336.97 FEET TO A POINT; THENCE RUN N 29°56'22" E FOR A DISTANCE OF 716.77 FEET TO A POINT; THENCE RUN N 40°38'37" E FOR A DISTANCE OF 634.85 FEET TO A POINT; THENCE RUN N 20°21'03" E FOR A DISTANCE OF 83.23 FEET TO A POINT; THENCE RUN N 00°26'12" E FOR A DISTANCE OF 237.93 FEET TO A POINT IN THE NORTH LINE OF SAID SECTION 26; THENCE RUNN 89°36'27" E ALONG SAID NORTH LINE FOR A DISTANCE OF 599.55 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 521.46 ACRES, MORE OR LESS; AND LESS AND EXCEPT THE FOLLOWING DESCRIBED TRACT: A PART OF THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561, PAGE 460 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL BEING THE CITY OF WEST MEMPHIS PROPERTY RESERVED FOR THE SOUTH LOOP EXTENSION, RECORDED IN DEED BOOK 2022, PAGE 233, SAID PROPERTY SITUATED IN SECTION 26, TOWNSHIP 06 NORTH, RANGE 08 EAST IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT' A 1/2" REBAR SET AT THE NORTHEAST CORNER OF SAID SECTION 26, HAVING THE AR SPC OF N 290290.39, E 1849817.77; THENCE RUN S 00°27'09"E,ALONG THE EAST LINE OF SAID SECTION 26 AND PASSING A 1/2" REBAR FOUND AT 131',FOR A TOTAL DISTANCE OF 190.76 FEET TO A 1/2"REBAR SET, SAID POINT HAVING THE .AR SPC OF N 290099.75, E 1849819.28 AT THE POINT OF BEGINNING: FROM SAID POINT OF BEGINNING THENCE RUN S 00°27'09" E ALONG SAID EAST LINE FOR A DISTANCE OF 142.50 FEET TO A 1/2" REBAR SET IN THE NORTH LINE OF SAID SOUTH LOOP EXTENSION; THENCE RUN N 89°50'28" W FOR A DISTANCE OF 156.42 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°27'04" W FOR A DISTANCE OF 247.18 FEET TO A 1/2" REBAR SET; THENCE RUN S 86°15'35" W FOR A DISTANCE OF 200.56 FEET TO A 1/2" REBAR SET;N 89°27'04" W FOR A DISTANCE OF 48.68 FEET TO A POINT IN THE CENTER OF THE CITY OF WEST MEMPHIS DITCH NO. 20; THENCE RUN ALONG SAID DITCH NO. 20 THE FOLLOWING CALLS: N 40°38'37" E FOR A • DISTANCE OF 30.31 FEET TO A POINT; THENCE RUN N 20°21'03" E FOR A DISTANCE B-2 4905-2474-2927.2 OF 83.23 FEET TO A POINT; THENCE RUN N 00°26'12" E FOR A DISTANCE OF 88.50 FEET TO A POINT IN THE NORTH LINE OF SAID SOUTH LOOP EXTENSION; THENCE RUN S 89°27'04" E FOR A DISTANCE OF 51.13 FEET TO A 1/2" REBAR SET; THENCE RUN S 71°26'49" E FOR A DISTANCE OF 105.15 FEET TO A 1/2" REBAR SET; THENCE RUN S 89°35'03" E FOR A DISTANCE OF 451.10 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 2.13 ACRES, MORE OR LESS. SAID SUBJECT PROPERTY CONTAINS 519.33 ACRES, MORE OR LESS. TRACT 2 (WESTERN ACREAGE) THE FOLLOWING DESCRIPTION IS BASED ON THE ARKANSAS STATE PLANE COORDINATE SYSTEM (AR SPC) GRID NORTH [NAD 83(2011), EPOCH 2010.00, U.S. SURVEY FEET, NORTH ZONE] USING A COMBINED FACTOR OF 0.999968891 AND A CONVERGENCE ANGLE OF+01°02'08"AT COMPUTED COORDINATES OF N:290254.28, E:1844529.14. A PART OF THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561, PAGE 460 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL LYING AND BEING SITUATED IN SECTIONS 26 AND 35,TOWNSHIP 06 NORTH,RANGE 08 EAST,WEST OF THE CITY OF WEST MEMPHIS DITCH NO. 19 AND 20, IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID SECTION 26, HAVING THE AR SPC OF N 290254.28, E 1844529.14; THENCE RUN N 89°36'27" E ALONG THE NORTH LINE OF SAID SECTION 26 FOR A DISTANCE OF 4689.21 FEET TO A POINT IN THE CENTER OF THE CITY OF WEST MEMPHIS DITCH NO. 20; THENCE RUN ALONG SAID DITCH NO. 20 AND CITY OF WEST MEMPHIS DITCH NO. 19 THE FOLLOWING CALLS: THENCE RUN S 00°26'12" W FOR A DISTANCE OF 237.93 FEET TO A POINT; THENCE • RUN S 20°21'03" W FOR A DISTANCE OF 83.23 FEET TO A POINT; THENCE RUN S 40°38'37" W FOR A DISTANCE OF 634.85 FEET TO A POINT; THENCE RUN S 29°56'22" W FOR A DISTANCE OF 716.77 FEET TO A POINT; THENCE RUN S 17°45'43" W FOR A DISTANCE OF 336.97 FEET TO A POINT; THENCE RUN S 06°08'51" W FOR A DISTANCE OF 421.85 FEET TO A POINT; THENCE RUN S 16°15'03" W FOR A DISTANCE OF 223.45 FEET TO A POINT; THENCE RUN S 20°32'53" W FOR A DISTANCE OF 385.66 FEET TO A POINT; THENCE RUN S 23°21'50" W FOR A DISTANCE OF 838.98 FEET TO A POINT; THENCE RUN S 19°04'33" W FOR A DISTANCE OF 128.63 FEET TO A POINT; THENCE RUN S 08°00'48" W FOR A DISTANCE OF 217.92 FEET TO A POINT; THENCE RUN S 01°43'59" W FOR A DISTANCE OF 425.83 FEET TO A POINT; THENCE RUN S 03°47'55" W FOR A DISTANCE OF 492.07 FEET TO A POINT; THENCE RUN S 11°17'37" W FOR A DISTANCE OF 490.56 FEET TO A POINT; THENCE RUN S 03°30'04" W FOR A DISTANCE OF 1072.28 FEET TO A POINT; THENCE RUN S 08°27'03" W FOR A DISTANCE OF 906.09 FEET TO A POINT; THENCE RUN S 00°44'39" E FOR A DISTANCE OF 258.36 FEET TO A POINT; THENCE RUN S 07°44'07" W FOR A DISTANCE OF 311.77 FEET TO A POINT OF CURVATURE; THENCE RUN SOUTHWESTERLY ON AND ALONG THE ARC OF A CURVE TO THE RIGHT, SAID CURVE HAVING A RADIUS OF 150.00 FEET, AN ARC LENGTH OF 214.73 FEET, A CHORD BEARING OF S 48°44'44" W AND A CHORD B-3 4905-2474-2927.2 LENGTH OF 196.86 FEET TO A POINT OF TANGENCY;THENCE RUN S 89°45'22" W FOR A DISTANCE OF 2554.98 FEET TO A POINT IN THE WEST LINE OF SAID SECTION 35; THENCE RUN N 00°28'23" W, ALONG SAID WEST LINE AND PASSING A 1/2" REBAR FOUND AT 65', FOR A TOTAL DISTANCE OF 2620.50 FEET TO A 2" PIPE FOUND AT THE SOUTHWEST CORNER OF SAID SECTION 26;THENCE RUN N 00°21'23" W,ALONG THE WEST LINE OF SAID SECTION 26 AND PASSING A 1/2" REBAR FOUND AT 220', ONE AT 3469' AND ANOTHER AT 5178', FOR A TOTAL DISTANCE OF 5262.06 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 607.30 ACRES, MORE OR LESS; AND LESS AND EXCEPT THE FOLLOWING DESCRIBED TRACT: A PART OF THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561, PAGE 460 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL BEING THE CITY OF WEST MEMPHIS PROPERTY RESERVED FOR THE SOUTH LOOP EXTENSION, RECORDED IN DEED BOOK 2022, PAGE 233, SAID PROPERTY SITUATED IN SECTION 26, TOWNSHIP 06 NORTH, RANGE 08 EAST IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF SAID SECTION 26,HAVING THE AR SPC OF N 290254.28, E 1844529.14; THENCE RUN S 00°21'23"E ALONG THE WEST LINE OF SAID SECTION 26,PASSING A 1/2"REBAR FOUND AT 84',FOR A TOTAL DISTANCE OF 111.66 FEET TO A 1/2" REBAR SET AT THE INTERSECTION OF SAID WEST LINE AND THE NORTH LINE OF SAID SOUTH LOOP EXTENSION, SAID POINT HAVING THE AR SPC OF N 290142.62, E 1844529.84 AT THE POINT OF BEGINNING: FROM SAID POINT OF BEGINNING THENCE RUN ACROSS SAID BOLLINGER PROPERTY THE FOLLOWING CALLS: S 89°49'56" E FOR A DISTANCE OF 257.89 FEET TO A 1/2"REBAR SET; THENCE RUN S 84°40'21" E FOR A DISTANCE OF 90.37 FEET TO A 1/2"REBAR SET; THENCE RUNS 89°43'44" E FORA DISTANCE OF 291.16 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°44'32" E FOR A DISTANCE OF 848.86 FEET TO A 1/2" REBAR SET; THENCE RUN N 78°37'59" E FOR A DISTANCE OF 86.75 FEET TO A 1/2" REBAR SET; THENCE RUN S 84°28'08" E FOR A DISTANCE OF 165.73 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°44'32" E FOR A DISTANCE OF 225.01 FEET TO A 1/2" REBAR SET; THENCE RUN N 84°13'09" E FOR A DISTANCE OF 226.75 FEET TO A 1/2" REBAR SET; THENCE RUN S 83°11'45" E FOR A DISTANCE OF 174.17 FEET TO A 1/2" REBAR SET; THENCE RUN N 11°27'45" W FOR A DISTANCE OF 48.05 FEET TO A 1/2" REBAR SET; THENCE RUN N 83°53'40" E FOR A DISTANCE OF 60.41 FEET TO A 1/2"REBAR SET;THENCE RUN S 18°56'14"E FORA DISTANCE OF 68.95 FEET TO A 1/2" REBAR SET; THENCE RUN S 89°27'04" E FOR A DISTANCE OF 2154.00 FEET TO A 1/2" • REBAR SET; THENCE RUN N 59°35'06" E FOR A DISTANCE OF 58.31 FEET TO A 1/2" REBAR SET; THENCE RUN S 89°27'04" E FOR A DISTANCE OF 48.87 FEET TO A POINT IN THE CENTER OF THE CITY OF WEST MEMPHIS DITCH NO. 20; THENCE RUN ALONG SAID DITCH NO.20 THE FOLLOWING CALLS:THENCE RUN S 00°26'12" W FOR A DISTANCE OF 88.51 FEET TO A POINT;THENCE RUNS 20°21'03"W FORA DISTANCE OF 83.23 FEET TO A POINT; THENCE RUN S 40°38'37" W FOR A DISTANCE OF 30.31 B-4 4905-2474-2927.2 FEET TO A POINT IN THE SOUTH LINE OF SAID SOUTH LOOP EXTENSION; THENCE RUN ALONG SAID SOUTH LINE THE FOLLOWING CALLS: N 89°27'04" W FOR A DISTANCE OF 51.32 FEET TO A 1/2" REBAR SET; THENCE RUN N 76°46'15" W FOR A DISTANCE OF 102.50 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°27'04" W FOR A DISTANCE OF 1950.00 FEET TO A 1/2" REBAR SET; THENCE RUN S 52°17'33" E FOR A DISTANCE OF 119.20 FEET TO A 1/2" REBAR SET; THENCE RUN S 33°41'O1" E FOR A DISTANCE OF 58.66 FEET TO A 1/2" REBAR SET; THENCE RUN S 49°50'17" W FOR A DISTANCE OF 56.73 FEET TO A 1/2" REBAR SET; THENCE RUN N 39°57'14" W FOR A DISTANCE OF 63.13 FEET TO A 1/2" REBAR SET; THENCE RUN N 74°08'20" W FOR A DISTANCE OF 87.10 FEET TO A 1/2" REBAR SET; THENCE RUN N 61°48'11" W FOR A DISTANCE OF 47.41 FEET TO A 1/2" REBAR SET; THENCE RUN N 45°18'22" W FOR A DISTANCE OF 47.38 FEET TO A 1/2" REBAR SET; THENCE RUN N 68°53'42" W FOR A DISTANCE OF 89.71 FEET TO A 1/2" REBAR SET; THENCE RUN S 83°52'52" W FOR A DISTANCE OF 150.90 FEET TO A 1/2" REBAR SET; THENCE RUN•N 84°43'48" W FOR A DISTANCE OF 200.35 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°49'56" W FOR A DISTANCE OF 200.00 FEET TO A 1/2" REBAR SET; THENCE RUN S 85°10'02" W FOR A DISTANCE OF 200.76 FEET TO A 1/2" REBAR SET; THENCE RUN N 85°32'35" W FOR A DISTANCE OF 200.56 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°49'56" W FOR A DISTANCE OF 600.00 FEET TO A 1/2" REBAR SET; THENCE RUN N 89°39'00" W FOR A DISTANCE OF 786.60 FEET TO A 1/2"REBAR SET IN THE WEST LINE OF SAID SECTION 26; THENCE RUN N 00°21'23" W FOR A DISTANCE OF 142.51 BACK TO THE POINT OF BEGINNING AND CONTAINING 15.89 ACRES, MORE OR LESS; AND LESS AND EXCEPT THE FOLLOWING DESCRIBED TRACT: THE FOLLOWING DESCRIPTION IS BASED ON THE ARKANSAS STATE PLANE COORDINATE SYSTEM (AR SPC) GRID NORTH [NAD 83(2011), EPOCH 2010.00, U.S. SURVEY FEET, NORTH ZONE] USING A COMBINED FACTOR OF 0.999968914 AND A CONVERGENCE ANGLE OF+01°02'45"AT COMPUTED COORDINATES OF N:290290.39, E:1849817.77: A PARCEL OF LAND BEING THE MICHAEL BOLLINGER PROPERTY RECORDED IN DEED BOOK 2024, PAGE 592 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL LYING AND BEING SITUATED IN SECTION 26, TOWNSHIP 06 NORTH, RANGE 08 EAST, SOUTH OF THE CITY OF WEST MEMPHIS PROPERTY RESERVED FOR THE SOUTH LOOP EXTENSION, RECORDED IN DEED BOOK 2022, PAGE 233 AND WEST OF THE CITY OF WEST MEMPHIS DITCH NO. 20, IN CRITTENDEN COUNTY,ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 26,HAVING THE AR SPC OF N 290290.39, E 1849817.77; THENCE RUN S 89°36'27" W ALONG THE NORTH LINE OF SAID SECTION 26 FOR A DISTANCE OF 1902.77 FEET TO A POINT; THENCE RUN S 60°31'32"W ACROSS THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED IN DEED BOOK 561,PAGE 460 AND SAID SOUTH LOOP EXTENSION FOR A DISTANCE OF 787.17 FEET;THENCE RUN SOUTH 29°28'28"EAST FOR A DISTANCE OF 61.00 FEET B-5 . 4905-2474-2927.2 TO A POINT, SAID POINT HAVING THE AR SPC OF N 289837.04, E1847260.28 AT THE POINT OF BEGINNING: FROM SAID POINT OF BEGINNING THENCE RUN S 03°04'58" W FOR A DISTANCE OF 305.35 FEET TO A POINT;THENCE RUN N 85°40'24"W FOR A DISTANCE OF 193.82 FEET TO A POINT;THENCE RUN N 05°10'51"E FOR A DISTANCE OF 181.79 FEET TO A POINT; THENCE RUN N 60°31'27"E FOR A DISTANCE OF 222.01 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 1.06 ACRES, MORE OR LESS. SAID SUBJECT PROPERTY CONTAINS 590.35 ACRES,MORE OR LESS. TRACT 3 (MICHAEL BOLLINGER ACREAGE) Beginning at the NE corner of Section 26, T-6-N, R-8-E, thence West along the North line of said Section 26 a distance of 1902.77 feet to its intersection with the centerline of the Missouri-Pacific Railroad, thence South 60 degrees 55 minutes West along said railroad centerline a distance of 787.17 feet; thence South 29 degrees 05 minutes East a distance of 61.0 feet to the point of beginning, thence South 03 degrees 28 minutes 29 seconds West a distance of 305.35 feet, thence North 85 degrees 16 minutes 51 seconds West a distance of 193.82 feet, thence North 05 degrees 34 minutes 24 seconds East a distance of 181.79 feet, thence North 60 degrees 55 minutes East a distance of 222.01 feet to the point of beginning, containing 1.06 acres more or less. SUCH SUBJECT PROPERTY IS ALSO DESCRIBED AS FOLLOWS: AS-SURVEYED DESCRIPTION OF THE MICHAEL BOLLINGER PROPERTY RECORDED IN DEED BOOK 2024, PAGE 592: THE FOLLOWING DESCRIPTION IS BASED ON THE ARKANSAS STATE PLANE COORDINATE SYSTEM (AR SPC) GRID NORTH [NAD 83(2011), EPOCH 2010.00, U.S. SURVEY FEET, NORTH ZONE] USING A COMBINED FACTOR OF 0.999968914 AND A CONVERGENCE ANGLE OF+01°02'45"AT COMPUTED COORDINATES OF N:290290.39, E:1849817.77. A.PARCEL OF LAND BEING THE MICHAEL BOLLINGER PROPERTY RECORDED IN DEED BOOK 2024, PAGE 592 IN THE CIRCUIT CLERK'S OFFICE, SAID PARCEL LYING AND BEING SITUATED IN SECTION 26, TOWNSHIP 06 NORTH, RANGE 08 EAST, SOUTH OF THE CITY OF WEST MEMPHIS PROPERTY RESERVED FOR THE SOUTH LOOP EXTENSION, RECORDED IN DEED BOOK 2022, PAGE 233 AND WEST OF THE CITY OF WEST MEMPHIS DITCH NO. 20, IN CRITTENDEN COUNTY, ARKANSAS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID SECTION 26,HAVING THE AR SPC OF N 290290.39, E 1849817.77; THENCE RUN S 89°36'27" W ALONG THE NORTH LINE OF SAID SECTION 26 FOR A DISTANCE OF 1902.77 FEET TO A POINT; THENCE RUNS 60°31'32"W ACROSS THE BOLLINGER BROTHERS,INC.PROPERTY RECORDED B-6 4905-2474-2927.2 IN DEED BOOK 561,PAGE 460 AND SAID SOUTH LOOP EXTENSION FOR A DISTANCE OF 787.17 FEET;THENCE RUN SOUTH 29°28'28"EAST FORA DISTANCE OF 61.00 FEET TO A POINT, SAID POINT HAVING THE AR SPC OF N 289837.04, E1847260.28 AT THE POINT OF BEGINNING: FROM SAID POINT OF BEGINNING THENCE RUN S 03°04'58" W FOR A DISTANCE OF 305.35 FEET TO A POINT;THENCE RUN N 85°40'24" W FORA DISTANCE OF 193.82 FEET TO A POINT;THENCE RUN N 05°10'51"E FOR A DISTANCE OF 181.79 FEET TO A POINT; THENCE RUN N 60°31'27" E FOR A DISTANCE OF 222.01 FEET BACK TO THE POINT OF BEGINNING AND CONTAINING 1.06 ACRES, MORE OR LESS. • • B-7 4905-2474-2927.2 KUTAK ROCK LLP DRAFT 03/27/2025 CITY OF WEST MEMPHIS,ARKANSAS, Issuer and STONEWALL VALLEY INVESTMENTS,LLC Purchaser • BOND PURCHASE AGREEMENT • Dated , 2025 Not to Exceed $50,000,000,000 City of West Memphis, Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project) Series 2025E • 4913-3602-7150.2 • BOND PURCHASE AGREEMENT Not to Exceed $50,000,000,000 City of West Memphis, Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project) Series 2025B • 2025 Stonewall Valley Investments, LLC , Suite Attn: Ladies and Gentlemen: The City of West Memphis,Arkansas (the"Issuer"), a political subdivision organized and existing under the laws of the State of Arkansas,hereby agrees with you as follows: SECTION 1 PURCHASE AND SALE OF BOND 1.1. Issuance of Bond. The Issuer has authorized the issuance of its Taxable Industrial Development Revenue Bond (Groot LLC Project), Series 2025B, in aggregate principal amount of not to exceed $50,000,000,000 (the "Bond"), pursuant to and in accordance with Amendment 65 to the Constitution of the State of Arkansas ("Amendment 65"), Act No. 9 of the First Extraordinary Session of the Sixty-Second General Assembly of the State of Arkansas for the year 1960, as amended ("Act 9"), and an Ordinance of the Issuer (the "Ordinance"), duly adopted by its City Council on ,2025, such Bond to be dated,to bear interest and to be payable as set forth in, and to be issued pursuant to the terms of, a Trust Indenture dated as of 2025 (the"Indenture"),by and between the Issuer and Simmons Bank,Pine Bluff, Arkansas, as trustee (the "Trustee"). The Bond shall be issued as a single typewritten drawdown bond with a stated principal amount of $50,000,000,000; provided, however, that the principal amount due thereon shall be only such amount as has been drawn by the Company (as defined below) as reflected on the Schedule of Draws and Redemptions attached to the Bond. The Bond shall bear interest on the principal amount drawn by the Company at the rate of 5.50%per annum, payable annually on , commencing , 2026. The Bond will mature on , 2055. The proceeds from the sale of the Bond shall be applied to acquire and install certain industrial facilities constituting machinery, equipment and other tangible personal property (and maintenance and repair parts related thereto) (collectively, the "Personal Property Project") within the corporate boundaries of the Issuer (or to reimburse the Company for said 4913-3602-7150.2 costs). The Issuer shall lease the Personal Property Project to Groot LLC, a Delaware limited liability company (the "Company"), pursuant to the terms of a Lease Agreement dated as of , 2025 (the "Lease Agreement"). The Bond will be secured by (i)the assignment by the Issuer to the Trustee for the benefit of the owner of the Bond of the rights of the Issuer under the Lease Agreement, and(ii) such other funds and accounts as are described in the Indenture. 1.2. Closing. The Issuer hereby agrees to sell to you and, subject to the terms and conditions herein set forth;you hereby agree to purchase from the Issuer, from time to time, all or any portion of the Bond at 100% of the principal amount drawn by the Company pursuant to a Draw Certificate as provided in the Indenture. The closing of the initial purchase of the Bond shall be at 10:00 A.M. local time, on , 2025 (the"Closing Date"), at the offices of Kutak Rock LLP, 124 West Capitol Avenue, Suite 2000, Little Rock, Arkansas 72201, or at such other time and place as shall be subsequently agreed upon by the parties. At the initial closing and upon each subsequent draw, the Company will deliver a duly executed Draw Certificate to the Trustee on behalf of the Issuer,you will deliver to the Trustee,in immediately available funds,the principal amount specified in the Draw Certificate, and the Trustee will deliver to the Company or its order, in immediately available funds,the principal amount specified in the Draw Certificate. SECTION 2 WARRANTIES,REPRESENTATIONS AND AGREEMENTS OF THE ISSUER The Issuer warrants, represents and agrees that: 2.1. Organization and Authority. The Issuer is a duly organized and validly existing political subdivision of the State of Arkansas and has all requisite power and authority under Amendment 65 and Act 9 to issue,sell and deliver the Bond as provided herein and to consummate all other transactions involving the Issuer contemplated by this Bond Purchase Agreement (this "Agreement"). 2.2. Pending Litigation. There is no action, suit, proceeding or investigation pending or threatened against or affecting the Issuer, or, to the best knowledge of the Issuer, any basis therefor, wherein an unfavorable decision or finding would adversely affect the transactions contemplated by this Agreement, or which in any way would adversely affect the validity or enforceability of the Bond, this Agreement, the Lease Agreement, the Indenture or the PILOT Agreement(as hereinafter defined). 2.3. Sale and Other Transactions are Legal and Authorized. The sale of the Bond, the execution, delivery and due performance of this Agreement, the Lease Agreement, the Indenture and the PILOT Agreement, and all transactions contemplated by this Agreement are within the purposes, powers and authority of the Issuer, and have been done in full compliance with the provisions of the Ordinance, Amendment 65 and Act 9, as applicable, and all other applicable laws of the State of Arkansas. When delivered to you in accordance with this Agreement,the Bond being purchased by you hereunder will be duly authorized, executed, issued and delivered and will constitute the legal,valid and binding obligation of the Issuer payable solely from the revenues and other funds pledged in the Indenture therefor, and the owner of the Bond 4913-3602-7150.2 2 • • and its assigns will be entitled to the benefits of this Agreement, the Lease Agreement and the Indenture. 2.4. Governmental Consents. All consents, approvals, authorizations and orders of, or filings, registrations or qualifications with, any governmental or regulatory authorities which are required to be obtained by the Issuer for the consummation of the transactions contemplated by this Agreement have been duly and validly obtained or performed and are in full force and effect. 2.5. Use of Proceeds for Public Purposes. The Issuer has determined that the Personal Property Project and the use of the proceeds from the sale of the Bond therefor will accomplish the public purposes set forth in Act 9. SECTION 3 CONDITIONS OF CLOSING Your obligation to purchase and pay for the Bond to be delivered to you on the Closing . Date and on the dates of any subsequent draws thereunder shall be subject to the following conditions precedent: 3.1. Opinion of Counsel. Your receipt from Kutak Rock LLP, bond counsel, of an approving opinion satisfactory to you. 3.2. Warranties and Representations True as of the Closing Date. You shall not have received notice from the Issuer that any of the warranties and representations of the Issuer contained in Section 2 hereof shall be untrue in any material respect as of the Closing Date or as of the date of any subsequent draw; there shall exist no "event of default" (as defined in the Lease -Agreement and Indenture) on such date; and you shall have received a certificate of the Company to such effect. 3.3. Execution and Delivery of Documents. The Lease Agreement,the Indenture and an Agreement for Payment in Lieu of Taxes to be dated as of the date of its delivery (the "PILOT Agreement"), by and between the Issuer and the Company, shall each have been duly executed and delivered by the respective parties thereto, and each shall be in full force and effect on the Closing Date, and on the date of each subsequent draw under the Bond. 3.4. Filings. All recordations and filings appropriate or required by law in order fully to perfect, preserve and protect the assignment of the Lease Agreement and the lien of the Indenture and the security interests created by the Lease Agreement and the Indenture and the rights of the Trustee thereunder shall have been performed. 3.5. Proceedings Satisfactory. All corporate and other proceedings taken or to be taken in connection with the transactions relating hereto and all documents incident thereto shall be satisfactory in substance and form to you and your counsel, and you and your counsel shall have received such counterpart originals or certified or other copies of such documents as you or they may reasonably request. 4913-3602-7150.2 3 3.6. No Litigation. No litigation or proceeding shall be threatened or pending in any court or other official body (i)to restrain or enjoin the issuance or delivery of the Bond, (ii)which in any way questions or affects the validity of the Bond, any provisions thereof, any provisions of the Ordinance,this Agreement,the Lease Agreement,the Indenture,the PILOT Agreement or any proceedings taken with respect to the foregoing, or (iii)which questions the Issuer's creation, organization or existence or the titles to office of any of its officers,or its powers to acquire,finance and lease the Personal Property Project. SECTION 4 SPECIAL COVENANTS 4.1. Delivery Expenses. Payment of all costs of issuance in connection with the preparation, execution, printing and delivery of the Bond to the place of closing and all fees and expenses of Bond Counsel and your counsel shall be paid, or caused to be paid,from the proceeds of the Bond or otherwise at the election of the Company. 4.2. Special Obligations. Notwithstanding anything herein to the contrary, all . covenants and agreements contained in this Agreement on behalf of the Issuer shall be subject to the provisions of this Section 4.2. The Bond shall be a special limited obligation of the Issuer as provided in Act 9,the principal of and interest on which are payable solely from revenues or other receipts, funds, monies and property pledged or mortgaged therefor under the Indenture, and any . amounts payable by the Issuer under this Agreement, the Lease Agreement or the Indenture are payable solely therefrom. Neither the State of Arkansas nor any political subdivision thereof shall in any event be liable for the payment of the principal of or interest on the Bond. SECTION 5 MISCELLANEOUS 5.1. Expenses. The Company shall pay and indemnify the Issuer for the amount of all expenses reasonably incurred in connection with the issuance of the Bond and not otherwise paid from Bond proceeds. 5.2. Notices. All communications provided for hereunder shall be sent by fax or by first class or certified mail and, if to you, addressed to you in the manner in which this letter is addressed; if to the Issuer, at 205 South Redding Street, West Memphis, Arkansas 72301, Attention: Mayor; and if to the Company, to Groot LLC, 2801 Centerville Road, 1st Floor PMB 811, Wilmington, DE 19808, Attention: , or to such other address with respect to any party as such party shall notify the others in writing. 5.3. Survival of Representations and Warranties. All representations and warranties contained herein or made in writing by the Issuer in connection herewith shall survive the execution and delivery of this Agreement and the Bond. 5.4. Successors and Assigns. All covenants and agreements in this Agreement contained by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. The provisions 4913-3602-7150.2 4 of this Agreement are intended to be for the benefit of the owner from time to time of the Bond, and shall be enforceable by any such owner, whether or not an express assignment to such owner of rights under this Agreement has been made by you or your successors or assigns. You may not assign any portion of your rights and obligations hereunder without the written consent of the Issuer and the Company. 5.5. Responsibility of Individuals. All covenants, stipulations, promises, agreements and obligations of the Issuer contained in this Agreement shall be deemed to be covenants, stipulations, promises, agreements and obligations of the Issuer and not of any alderman, officer, employee or agent of the Issuer in his or her individual capacity. 5.6. Satisfaction Requirement. If any agreement, certificate or other writing, or any action taken or to be taken, is by the terms of this Agreement required to be satisfactory to you, the determination of such satisfaction shall be made by you in your sole and exclusive judgment exercised in good faith. 5.7. Representation of Purchaser. You specifically understand and agree that, prior to the sale of the Bond to you,you will be required to execute and deliver a letter in substantially the form attached hereto as Exhibit A. You further understand and acknowledge that your obligation under Section 1.2 hereof to purchase from time to time an amount of the Bond up to the entire authorized principal amount will survive and be unaffected by any transfer or purported transfer by you of any interest in the Bond. 5.8. Governing Law. This Agreement is being delivered and is intended to be performed in the State of Arkansas and shall be construed and enforced in accordance with the laws of such State. 5.9. Modifications. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. 5.10. Descriptive Headings. The descriptive headings of the several Sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. 5.11. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. 4913-3602-7150.2 5 If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart of this document and return the same to the undersigned, whereupon this shall become a binding agreement between you and the undersigned. Very truly yours, CITY OF WEST MEMPHIS,ARKANSAS By: Name: arco McClendon • Title: Mayor • [CITY SIGNATURE PAGE TO BOND PURCHASE AGREEMENT] • 4913-3602-7150.2 6 ACCEPTED: STONEWALL VALLEY INVESTMENTS,LLC, a Delaware limited liability company By: Name: Title: APPROVED: • GROOT LLC, a Delaware limited liability company By: Name: Title: Authorized Signatory • • • • [PURCHASER SIGNATURE PAGE TO BOND PURCHASE AGREEMENT] 4913-3602-7150.2 7 EXHIBIT A FORM OF INVESTOR LETTER [PREPARED ON LETTERHEAD OF BOND PURCHASER] • , 2025 Kutak Rock LLP • 124 West Capitol Avenue Suite 2000 Little Rock,AR 72201 City of West Memphis, Arkansas • 205 South Redding Street West Memphis, AR 72301 Attn.: Mayor Simmons Bank 501 S. Main Street Pine Bluff,AR 71601 Attention: Corporate Trust Department Groot LLC 2801 Centerville Road, 1st Floor PMB 811 Wilmington, DE 19808 Attn: Not to Exceed$50,000,000,000 City of West Memphis,Arkansas Taxable Industrial Development Revenue Bond (Groot LLC Project) Series 2025B Ladies and Gentlemen: In connection with the purchase by us of the above-described bond(the"Bond"),we hereby certify as follows: 1. We understand that we will not receive from the City of West Memphis, Arkansas (the "Issuer"), Groot LLC (the "Company"), Simmons Bank, Pine Bluff, Arkansas (the "Trustee"), their governing bodies, their members or any of their officers, employees or agents or Kutak Rock LLP ("Bond Counsel") any information with respect to the use of the proceeds of the Bond and the Personal Property Project, as defined in the Trust Indenture dated as of , 2025 (the "Indenture"), the Bond itself, the provisions for payment thereof, the security therefor or the sufficiency of such provisions A-1 4913-3602-7150.2 for payment thereof and security therefor, except (a) in the documentation executed in connection with the issuance of the Bond, copies of which have been provided.to us and reviewed by us prior to our purchase of the Bond (the "Bond Documents"), and (b) as has been specifically requested by us from the Company and which has been provided to us and reviewed by us prior to our purchase of the Bond(the"Additional Information"). 2. Neither the Issuer, the Company, the Trustee, their governing bodies, their members nor any of their officers, employees or agents nor Bond Counsel will have any responsibility to us for the accuracy or completeness of information obtained by us from any source regarding the Personal Property Project, the Issuer, the Company or its assets, business, circumstances, financial condition and properties, or regarding the Bond, the provisions for payment thereof, or the sufficiency of any security therefor, including, without limitation, any information specifically provided by any of such parties contained in the Bond Documents. We acknowledge that, as between us and all of such parties: (a)we have assumed responsibility for obtaining such information and making such review as we have deemed necessary or desirable in connection with our decision to purchase the Bond, and (b)the Bond Documents and the Additional Information constitute all the information and,with the investigation made by us(including specifically our investigation of the Company and the Personal Property Project) prior to our purchase of the Bond, review that we have deemed necessary or desirable in connection with our decision to purchase the Bond. 3. We have been offered copies of or full access to all documents relating to the issuance of the Bond and all records,reports,financial statements and other information concerning the Issuer,the Company and the Personal Property Project and pertinent to the source of payment for the Bond which we, as a reasonable investor,have requested and to which we, as a reasonable investor, would attach significance in making investment decisions. We have been afforded the opportunity to ask such questions of representatives of the Company as we have deemed necessary in making our investment decisions; and we have based our decision to invest in the Bond solely on our own investigation, including, without limitation, our review of such documents, records, reports, financial statements and other information concerning the Company and the Personal Property Project and discussions with representatives of the Company. 4. We are either (a) an"affiliate" (as defined in Rule 501 of Regulation D of the United States Securities and Exchange Commission) of the Company, (b) a bank, registered investment company, insurance company or other "accredited investor" as defined in Rule 501 of Regulation D of the United States Securities and Exchange Commission, or(c) described in paragraph 5. If described in this paragraph 4,we are duly and validly organized under the laws of our jurisdiction of incorporation or organization, and we can bear the economic risk of the purchase of the Bond and have such knowledge and experience in business and financial matters, including the analysis of a participation in the purchase of similar investments, as to be capable of evaluating the merits and risks of an investment in the Bond on the basis of the information and review described in paragraph 2. If I am a natural person described in this paragraph 4: (i) I have a net worth, or joint net worth with my spouse,of at least$ 1,000,000,or(ii) I had an individual income in excess of$200,000 in each of the two most recent years or joint income with my spouse A-2 4913-3602-7150.2 in excess of$300,000 in each of those years and have a reasonable expectation of reaching the same income level in the current year. 5. If not described in paragraph 4, we are a registered investment advisor purchasing the Bond for inclusion in the portfolio of a registered investment company advised by us and over whose transactions we have discretionary power. If described in this paragraph 5,we have such knowledge and experience in business and financial matters, including the analysis of a participation in the purchase of similar investments, as to be capable of evaluating the merits and risks of an investment in the Bond on the basis of the information and review described in paragraph 2, and the investment company for which we are purchasing the Bond is duly and validly organized under the laws of its jurisdiction of incorporation or organization and can bear the economic risk of the purchase of the Bond. 6. The Bond has been purchased for our own account for investment and not with a view to the distribution, transfer or resale thereof, provided that the disposition of the Bond shall at all times be within our sole control. 7. We are duly and legally authorized to purchase obligations such as the Bond. 8. We have not and will not rely on any action taken by the Issuer of the Bond, including, but not limited to, issuance of the Bond, as evidence that the Bond or the Personal Property Project financed with the proceeds of the Bond comply with the provisions of any legislation. 9. We understand that the Bond has not been registered with any federal or state securities agency or commission. 10. We have satisfied ourselves that the Bond is a lawful investment for this organization under all application laws. 11. We have carefully read the Bond Documents and the Additional Information in their entirety and understand the risks described therein and understand and acknowledge that there may exist other risks with respect to the Bond that are not described therein. 12. We acknowledge that no credit rating has been sought or obtained with respect to the Bond, and we acknowledge that the Bond is a speculative investment and that there is a high degree of risk in such investment. A-3 4913-3602-7150.2 13. We acknowledge that we have read the form of approving opinion of Bond Counsel regarding the Bond. STONEWALL VALLEY INVESTMENTS, LLC • Bond Purchaser By: Name: Title: A-4 4913-3602-7150.2