AGREEMENT OF LEASE

THIS AGREEMENT OF LEASE (this “ Lease ”), made this 12 ^th day of September, 2008 (the “ Effective Date ”), by and between PENNINGTON PARTNERS, LLC, a Maryland limited liability company, hereinafter referred to as “ Landlord ”; and NEW GENERATION BIOFUELS HOLDINGS, INC., a Florida corporation, hereinafter referred to as “ Tenant ”.

WITNESSETH, THAT FOR AND IN CONSIDERATION of the rents, and of the mutual covenants and agreements of the parties hereto as are hereinafter set forth, Landlord and Tenant do hereby agree as follows:

Section 1.1.   Demise . Landlord is the owner of that that certain real property known as Lot 16 on Block 7177 as shown on Tax Map 25, lying in Baltimore City, Maryland (the “ Parcel ”); the Parcel a part of a larger tract of land owned by Landlord, which larger tract is described in Exhibit A-1 attached hereto and made a part hereof (the “ Landlord’s Property ”). Landlord hereby leases to Tenant and Tenant rents from Landlord that certain portion of the Parcel that is marked by cross-hatching on the attached Exhibit A-2 to this Lease together with all buildings, improvements, tankage, pipes, conduits, pipe racks and equipment currently located thereon (collectively, the “ Premises ”), and together with (i) pipes and conduits now or hereafter located on Landlord’s Property to be exclusively used by Tenant (as outlined on Exhibit A-2, as from time to time revised), including pipes and conduits to be constructed by Tenant pursuant to the terms hereof, (ii) an easement for pipes and access from each separate parcel that constitutes the Premises to the other parcel, (iii) an easement for pipes and access from the Premises to the dock, railway and truck receiving areas, (iv) an easement for pipes and access from the Premises to the dock, railway and truck loading areas (the areas subject to the easements in the foregoing (ii), (iii), and (iv) (the “ Easement Areas ”) and (v) the right to the use in common with Landlord and other tenants on Landlord’s Property of the roadways, the dock labeled as “Shared Dock Access” on Exhibit A-2, rail tracks used by Tenant pursuant to the Terminaling Services Agreement (as hereinafter defined), pipe racks, interconnections and other common areas of Landlord’s Property, for purpose of ingress and egress to and from the Premises, including ingress and egress to said docks and rail tracks and to Aspen Street and any other street that abuts Landlord’s Property. This Lease shall at all times be subject to the operation and effect of any and all instruments and matters of record, and matters not of record, which are listed on Exhibit B attached hereto and made a part hereof. Landlord hereby represents and warrants to Tenant that none of the instruments set forth on Exhibit B adversely affect the use of the Premises by Tenant for operation of Tenant’s Business in any material respect. The Premises is being leased in “AS IS” condition, subject only to such covenants, representations and warranties concerning the Premises as are set forth in this Lease. Landlord reserves the right to use, maintain, repair and replace any pipes or conduits currently located on the Premises, and serving other parts of Landlord’s Property and to install, use, maintain, repair and replace additional pipes through, under over and across the Premises and serving other portions of Landlord’s Property, as long as the same does not unreasonably interfere with Tenant’s use of the Premises or Tenant’s access thereto.

Tenant shall have the right to construct, refurbish, maintain any pipes in the Easement Areas. At Tenant’s request, Landlord and Tenant shall attach to this Lease as part of Exhibit A-2 an outline that shows the easement areas. Landlord shall not restrict, impair or otherwise affect Tenant’s use of the Easement Areas and Tenant’s use of any pipes now or hereafter located in the Easement Areas shall be exclusive.

Section 2.1.   Term; Rent Commencement Date . The term (the “ Initial Term ”) of this Lease shall commence on the Effective Date (the “ Rent Commencement Date ”) and shall continue thereafter for a period that expires on the last day of the fifth Rental Year, subject to any right of renewal herein contained.

Section 2.2.   Renewal Options . If Tenant is not then in default in the performance of any of the terms and conditions of this Lease, Tenant shall have an option to renew this Lease for three (3) additional consecutive periods of five (5) Rental Years each (each, a “ Renewal Term ”), upon the same terms and conditions set forth herein. The Initial Term, as extended by any Renewal Term, is referred to herein as the “ Term .” For Tenant to validly exercise said renewal options, Tenant shall give written notice to Landlord at least six (6) months prior to the expiration of the then current Term, in which event the parties shall be bound for said renewal term to the same extent as if such renewal term were initially included in the Initial Term.

Section 2.3.   Early Termination Option .

At any time during the Term, including during any Renewal Term, provided that Tenant is not then in default under the terms and conditions of this Lease, and does not commit any default through the date of termination, Tenant shall have the absolute right to terminate this Lease, for any reason or for no reason, upon delivery of not less than six (6) months prior written notice to Landlord (the “ Early Termination Option ”). As a condition to the effectiveness of Tenant’s exercise of the Early Termination Option, Tenant shall pay to Landlord a termination fee (the “ Early Termination Fee ”) calculated by taking the monthly Base Rent due between the effective date of termination and the end of the current term of the Lease (including any previously exercised renewal option) and discounting the same to present value using a 25% discount rate. The Early Termination Fee shall be paid together with the notice exercising the Early Termination Option. As a condition of the effectiveness of the exercise of the Early Termination Option, Tenant shall cause to be released any leasehold mortgage to which Tenant has subjected the Premises or this Lease. Upon the proper exercise of the Early Termination Option, the release of any existing leasehold mortgages encumbering this Lease or the Premises and payment of any applicable Early Termination Fee, this Lease shall terminate and the parties shall have no further rights or obligations hereunder (except for those rights and obligations that expressly survive the expiration or earlier termination of this Lease).

Section 3.1.   Base Rent . Tenant covenants and agrees to pay to Landlord, on the first day of each full calendar month commencing October 1, 2008 (each a “ Rent Payment Date ”) monthly payments of Base Rent for the Premises in accordance with the schedule below:

On the Rent Commencement Date, Tenant shall pay rent for the period that begins on the Rent Commencement Date and ends on September 30, 2008 in the amount of $17,500.

For each Rental Year (as defined in Section 3.2) after the second anniversary of the Rent Commencement Date, monthly Base Rent during the Term (including any Renewal Term) shall be increased to an amount equal to the monthly Base Rent payable during the then immediately preceding Rental Year increased by three percent (3%). Rent shall be payable in equal monthly installments in advance on the applicable Rent Payment Date, without demand therefor and without any set-off or deduction whatsoever.

Execution Version

Section 3.2.   Definition: Rental Year . The first “ Rental Year ” of this Lease shall commence on the Rent Commencement Date and shall end on September 30, 2009; thereafter each Rental Year shall consist of periods of twelve (12) full calendar months commencing with each anniversary of the Rent Commencement Date.

Section 3.3.   Additional Rent . Whenever, under the terms of this Lease, any sum of money is required to be paid by Tenant in addition to the rental herein reserved, whether or not such sum is herein designated as “ Additional Rent ,” or provision is made for the collection of such sum as “ Additional Rent ,” then said sum shall, nevertheless, at Landlord’s option, if not paid when due, be deemed Additional Rent, and shall be collectible as such.

Section 3.4.   Taxes . “Taxes” shall mean (i) all taxes, assessments, and charges levied upon with respect to the Parcel; (ii) all general real estate property taxes and general and special assessments, charges, fees, or assessments for transit, housing, police, fire, or other governmental services or purported benefits to the Parcel, service payments in lieu of taxes, levied with respect to the Parcel; (iii) other tax, fee, or other excise, however described, that may be levied or assessed as   a substitute for or as an addition to, in whole or in part, any other real estate taxes, where they are not now customary or in the contemplation of the parties on the date of the signing of this Lease; and (iv) any reasonable attorney’s fees incurred by Landlord in appealing an assessment, provided, in no event shall “Taxes” including any franchise or income or other taxes based on the income of Landlord. During the initial and any renewal Terms, Tenant shall pay to Landlord an amount equal to fifty percent (50%) of the increase in Taxes over the Taxes due for the Tax Year commencing July 1, 2008, which amount shall be due and payable thirty (30) days after a receipt of invoice from Landlord accompanied by a copy of the applicable tax bill, provided that Tenant shall be responsible for one hundred percent (100%) of any increase in Taxes attributable to improvements made by Tenant on the Premises and Landlord shall be responsible for one hundred percent (100%) of any increase in Taxes attributable to improvements made by Landlord or its other tenants on the remainder of the Parcel. The assessor’s worksheet shall constitute prima facie evidence of the attribution of the increase in Taxes. Tenant shall receive the benefit of any discount applicable to the payment of Taxes as long as Tenant’s payment is received by Landlord at least ten (10) days prior to the expiration of the discount period. Landlord shall send to Tenant any notice of reassessment of the Property, and Tenant or Landlord shall have the right to appeal such assessment with the cooperation of the other. Any appeal shall not relieve Tenant of its obligation to pay its share of any increase in Taxes, but if such appeal is successful, Tenant shall be entitled to that portion of any refund attributable to Taxes it previously paid. With respect to the tax year in which this Lease terminates, Taxes due hereunder shall be prorated based on the amount of time of the tax year falling within the term. Tenant shall pay the its pro rata share of any increase in Taxes for the current tax year within thirty (30) days after receipt of invoice from Landlord. Landlord shall reimburse Tenant within forty-five (45) days after the expiration of the term for any Taxes paid by Tenant for the last tax year during the Term, based on the portion of that tax year falling after the expiration of this Lease. Tenant shall be responsible for and pay directly to the taxing authority any personal property taxes on any personal property leased hereunder, including, without limitation, any storage tanks located on the Premises, as well as on Tenant’s personal property.

Section 3.5.   Payment of Rent . Tenant shall pay the Rent, in lawful currency of the United States of America, to Landlord by delivering or mailing it (postage prepaid) to Landlord’s address which is set forth hereinbelow, or to such other address or in such other manner (which is commercially reasonable) as Landlord may from time to time specify by written notice to Tenant not less than thirty (30) days before any such payment is due. In addition to all other remedies, Tenant shall pay a “late charge” equal to three percent (3%) of any installment of Rent that is not is not received by Landlord by the later to occur of (a) five (5) days after the applicable Rent Payment Date and (b) three (3) days after Tenant receives written notice from Landlord that such installment was not received when due, such late payment to cover the extra expense incurred by Landlord as a result of a delinquent payment, provided that Landlord shall not be required to provide the notice required in clause (b) after Landlord has provided two (2) such notices in any twelve (12) month period. Any such late charge due and owing shall be deemed Additional Rent. Any payment made by Tenant to Landlord on account of Rent may be credited by Landlord to the payment of any Rent then past due before being credited to Rent currently falling due. Any such payment which is less than the amount of Rent then due shall constitute a payment made on account thereof, the parties hereto hereby agreeing that Landlord’s acceptance of such payment (whether or not with or accompanied by an endorsement or statement that such lesser amount or Landlord’s acceptance thereof constitutes payment in full of the amount of Rent then due) shall not alter or impair Landlord’s rights hereunder to be paid all of such amount then due, or in any other respect.

Execution Version

Simultaneously herewith, Tenant shall enter into a Terminaling Services Agreement   with Atlantic Terminalling, LLC (“ Atlantic ”), the exclusive provider of terminaling services on Landlord’s Property. A default by Atlantic under the Terminaling Services Agreement shall constitute a default by Landlord under this Lease, and a default by Tenant under the terminaling services agreement shall constitute a default by Tenant under this Lease. If at any time during the Term: (a) Atlantic fails or is unable for any reason (including force majeure) to perform or provide the terminaling services for Tenant as specified in the Terminaling Services Agreement, (b) such failure causes Tenant to be unable to produce or deliver to its customers its biofuel in the ordinary course of its business, and (c) such failure continues for five (5) days after written notice from Tenant to Atlantic, then all Rent due under this Lease shall abate until such time as Atlantic recommences performance of the terminaling services. In the event that Atlantic defaults under the Terminalling Services Agreement, which default continues beyond any applicable grace or notice period (an “Atlantic TSA Default”), and after exercising Tenant’s right of self-help under the Terminaling Services Agreement, despite Tenant’s commercially reasonable efforts Tenant is unable to obtain substantially the same level of rail service and marine service that were intended to be provided under the Terminaling Services Agreement, then Tenant shall have the right to terminate this Lease upon notice to Landlord without the payment of the Early Termination Fee, provided that after any Atlantic TSA Default in which the the Lease does not terminate as a result of the operation of this sentence, the Base Rent payable hereunder shall be reduced by $10,000 per month, effective as of the Atlantic TSA Default. Upon termination of the Terminaling Services Agreement by Tenant following an Atlantic TSA Default, Tenant shall have the right to perform the Terminaling Services (as defined in the Terminaling Services Agreement) for its own account and Landlord shall provide, and shall cause its Affiliates to provide, such assistance as Tenant may request to enable Tenant to perform the Terminaling Services. The foregoing shall not limit any other remedies that may be available to Tenant under the Terminaling Services Agreement by virtue of a breach by Atlantic thereunder.

Within five (5) days after the full execution and delivery hereof, Tenant shall deliver to Landlord the sum of $75,000 (the “ Security Deposit ”) to be held by Landlord as security for the performance by Tenant of all obligations imposed on Tenant hereunder. Within forty-five (45) days after the expiration or earlier termination of this Lease, Landlord shall return the Security Deposit to Tenant, less any amount reasonably necessary to cure any default by Tenant hereunder. Landlord shall be entitled to commingle the Security Deposit with its other assets. The Security Deposit shall not accrue interest. If Tenant shall default in any obligation imposed on or accepted by Tenant hereunder, Landlord shall be entitled to apply all or a portion of the Security Deposit towards Landlord’s costs or damages incurred in remedying, or otherwise resulting from, such default. If all or any part of the Security Deposit is applied to an obligation of Tenant hereunder at any time during the Term, Landlord shall have the right to call upon Tenant to restore the Security Deposit to the amount required hereunder by giving notice to Tenant, and Tenant shall restore such deposit by payment thereof to Landlord within ten (10) days following receipt of Landlord’s notice. It is understood and agreed that should Landlord convey its interest under this Lease to another party, said Security Deposit may be turned over by Landlord to Landlord’s grantee or transferee, and upon Tenant’s receipt of the written acknowledgement of such grantee or transferee that it is in receipt of the Security Deposit, Tenant hereby releases the party herein named as Landlord from any and all liability with respect to the Security Deposit, or its application and return, and Tenant agrees to look solely to such grantee or transferee, and it is further understood that this provision shall also apply to each of such grantees and transferees as if they were the Landlord named herein. In no event may Tenant apply the Security Deposit toward the last installment(s) of rent or additional rent.

Execution Version

Section 6.1.   Permitted Uses . During the Term, Tenant shall have the right to use and occupy the Premises for the following purposes and none other, without Landlord’s written consent: offices, storage of office and cleaning supplies and equipment, using, locating and maintaining facilities for the operation of a storage, manufacturing and logistics terminal for the production, storing, blending, processing, distribution and transportation of raw materials and finished product associated with its production of biofuels and for all lawful activities reasonably related thereto (collectively, the “ Tenant’s Business ”). Tenant’s rights shall include the right, in accordance with Section 6.2 below, to use, remove, renovate, reconfigure, recondition, replace, construct or alter the improvements from time to time located on the Premises or to construct, alter, remove, renovate, reconfigure, recondition, replace and make Tenant’s own improvements or Alterations thereon, in each case subject to the terms and conditions of this Lease. Tenant shall be solely responsible for complying with all laws applicable to its occupancy of the Premises, the conduct of Tenant’s Business, and the making of any improvements or Alterations to any part of the Premises, except to the extent of any noncompliance of the Premises on the date hereof. Notwithstanding anything to the contrary herein contained, Tenant shall not be permitted to use the Premises for the manufacture or storage for resale of ethanol or for the processing and storage for resale of used motor oil.

Section 6.2.   Alterations . The removal, renovation, reconfiguration, replacement, construction or alteration of any improvements now or hereafter located on the Premises (or located on Landlord’s Property which are to be used by Tenant) shall be referred to herein each as an “ Alteration ” and together as “ Alterations .” Except for Initial Alterations (defined below), Tenant shall not make any Alterations without Landlord’s prior consent, which shall not be unreasonably withheld. Attached hereto as Exhibit C is a list of Alterations that Tenant shall be permitted to make (the “ Initial Alterations ”). Landlord may condition its consent on a review of final plans for the making of the Alteration; provided, however, Landlord’s review of plans of the Initial Alterations (as defined below) shall be limited to confirming compliance with Exhibit C. Landlord agrees to present any reasonable comments it may have to any such plans within ten (10) days after Tenant has presented such plans to Landlord for its review. Tenant agrees to cooperate in good faith with Landlord to incorporate Landlord’s reasonably requested changes into the plans. Tenant shall be responsible for complying with all laws applicable to the making of any Alterations, and Landlord shall cooperate with Tenant in complying with such duties as may be imposed on the exercise of rights that may be exercised solely by Landlord (e.g., the making of building permit or other applications that may be made only by the owner of the Premises), provided that Tenant shall pay Landlord’s reasonable costs in connection with such cooperation and shall indemnify and hold harmless the Landlord from all claims relating to the making of the Alterations, except to the extent any such claims arise out of Landlord’s negligence or intentional misconduct.

Execution Version

Section 6.3   Ownership of Improvements . All improvements currently located on the Premises (the “ Existing Improvements ”) are owned by Landlord and, subject to Tenant’s rights under Section 6.2 hereof to make Alterations, will continue to be owned by Landlord. “Existing Improvements” includes all structural Alterations made by Tenant thereto but does not include trade fixtures and Tenant’s biofuel manufacturing machinery (“ Tenant Improvements ”). All tanks, storage facilities and other improvements made or installed by Tenant on the Premises shall be owned by Tenant during the Term, shall become the property of Landlord at the end of the Term or early termination of this Lease (if not removed by Tenant pursuant to the next sentence) and may not be removed by Tenant at the expiration or earlier termination of this Lease, except as provided in the next sentence. Provided that Tenant is not then in default under the terms of conditions of this Lease, Tenant may remove the Tenant Improvements (together with any other property of Tenant located on the Premises) at the expiration or early termination of this Lease, provided, that (a) Tenant shall be obligated to clear all debris associated with the removal of same and to grade and fill holes and repair other damage to the Premises resulting therefrom (which obligation shall survive the expiration or earlier termination of this Lease), and (b) any Tenant Improvements that are not removed by Tenant on or before the expiration or earlier termination of this Lease shall become Landlord’s property.

Section 6.4   Restrictions on Use . Landlord has provided Tenant true and complete copies of the mortgages or other financing agreements affecting the Premises that are described on Exhibit “D” attached hereto (the “ Prior Contracts ”). Landlord may, from time to time, by written notice to Tenant, update Exhibit D with mortgages or other financing agreements entered into subsequent to the date hereof, and provided that those items identified by Landlord do not impose material additional obligations upon Tenant or materially impair or restrict any of the rights of Tenant hereunder, such items shall be deemed Prior Contracts. Tenant agrees that Tenant shall not use, occupy, suffer or permit the Premises or any part thereof to be used in any manner, or suffer or permit anything to be brought into or kept therein, which would (i) violate in any material respect the provisions of the existing Prior Contracts, (ii) violate any law, statute, ordinance, notice, order, rule, regulation or other requirement of any federal, state or municipal government or the appropriate department, commission, board or officer thereof, now or hereafter in force, which may be applicable to Tenant’s Business or any Alteration, or (iii) violate in any material respect any requirements of any insurance policy covering or applicable to any part of the Premises or the use thereof, any requirements of the issuer of any such policy and any orders, rules, regulations, recommendations and other requirements of the local board of fire underwriters or any other body exercising the same or similar functions and having jurisdiction or cognizance of any part of the Premises; provided , that (i) the foregoing shall not absolve Landlord of any obligation to comply with the terms of any such Prior Contract or any such law or other requirement that is binding on Landlord and not directly related to the Tenant’s Business or any Alterations made by Tenant or (ii) shall not materially impair or restrict any of the rights of Tenant under this Lease.

Section 6.5.   Maintenance of Premises . Tenant covenants and agrees that it will (a) replace promptly, at its expense, any cracked or broken plate or window glass of any building located on the Premises used by Tenant with like kind and quality; (b) maintain the Premises at its expense in a clean, orderly and sanitary condition and free of insects, rodents, vermin and other pests; (c) keep any garbage, trash, rubbish or refuse in suitable refuse containers and have such garbage, trash, rubbish and refuse removed at its expense on a regular basis; (d) keep all walkways, driveways and parking areas used by Tenant on the Premises free and clear of snow and ice, and in good repair at Tenant’s expense; (e) use the sanitary sewer system in a lawful and reasonable manner, and in no event cause blockage in the said sanitary sewer system, either in or outside of the Premises or (f) not cause or permit any nuisance to be conducted on the Premises; provided the conduct of the uses permitted by this Lease on the Premises shall not be deemed a nuisance. Tenant hereby covenants to keep all improvements, tanks and fixtures that it is using on the Premises, including all electrical, plumbing, and mechanical installations and equipment used by Tenant, in good order including, when necessary, the replacement of any said improvements, tanks, fixtures, installation or equipment, or any part thereof, used exclusively by Tenant and located on the Premises, and to surrender the peaceful and quiet possession of the Premises at the end of said Term (or any renewal thereof) in the condition required hereunder, except for ordinary wear of and tear, Alterations permitted hereunder, and damage to the Premises by fire or other casualty; provided that Tenant hereby covenants to keep all improvements, tanks and fixtures that it is not using on the Premises in no worse than their current condition, and to surrender the peaceful and quiet possession of the Premises at the end of said Term (or any renewal thereof) in the same condition as received, except for ordinary wear of and tear, Alterations permitted hereunder, and damage to the Premises by fire or other casualty. Tenant will repair promptly, at its own expense, any damage to the Premises caused by bringing onto the Premises any property or equipment for Tenant’s use, or by the installation, use or removal of such property or equipment, regardless of fault or by whom such damage shall be caused unless caused by Landlord, its officers, directors, agents, employees, contractors or invitees. If Tenant should default in the performance of any of its obligations under this Section 6.5, Landlord shall be entitled (but shall not be obligated), in addition to any other rights it may have in law or in equity, and after fifteen (15) days’ advance written notice to Tenant, except in the case of an emergency, to cure such default, and Tenant shall reimburse Landlord for any sums paid or costs incurred by Landlord in curing such default, which sums, costs and interest shall be deemed Additional Rent and shall be payable by Tenant within ten (10) days of written demand therefor by Landlord (which obligation to reimburse Landlord shall survive the expiration or earlier termination of this Lease).

Execution Version

Section 6.6.   Hazardous Materials; Indemnity . Tenant shall receive, handle, process, use dispose of and store all Hazardous Materials brought upon, kept, or used in or about the Premises by Tenant or any Tenant Parties in compliance with all Environmental Laws, and Tenant and Tenant Parties shall only store or use on the Premises such Hazardous Materials as may be necessary or useful to Tenant’s Business and only in such amounts as are reasonably necessary and are received, stored, processed, used, disposed of and handled in compliance with the requirements of applicable Environmental Laws. In no event shall Tenant dispose of Hazardous Materials on Landlord’s Property or in any body of water surrounding Landlord’s Property. Notwithstanding the foregoing Landlord consents to the permits listed on Exhibit G attached hereto and made a part hereof, and will not unreasonably withhold its consent to similar permits related to air and water quality, and to the extent that disposal of waste water or emission of air pursuant to such permits is deemed disposal of Hazardous Materials, Landlord hereby consents to such disposal as long s the disposal is made in accordance with the terms of the permit and Environmental Laws. If Tenant breaches the obligations stated in first two sentences of this paragraph (subject to the foregoing sententce), or if Tenant or a Tenant Party otherwise causes a Release (as defined below) of Hazardous Materials (as defined below) on, in or under the Premises (collective a “ Tenant Environmental Breach ”), then Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during or after the Term as a result of such Tenant Environmental Breach (which obligation to defend, indemnify and hold Landlord harmless shall survive the expiration or earlier termination of this Lease). This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any Remediation (as defined below) that Landlord shall be obligated by applicable Environmental Law to make in response to a Tenant Environmental Breach, including costs of any investigations or reports necessary in connection with such Remediation. Without limiting the foregoing, in response to a Tenant Environmental Breach, Tenant shall promptly conduct all Remediation necessary to comply with applicable Environmental Laws relating to Tenant Environmental Breach; provided that Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld, conditioned or delayed; provided further that if the Prior Contracts do not permit Tenant to undertake Remediation, then Landlord or the party specified in the Prior Contracts shall undertake the Remediation and Tenant shall pay the reasonable costs and expenses of Remediation. Tenant shall have no obligation under this Lease to perform any Remediation that is not necessitated by a Tenant Environmental Breach.

Execution Version

Notwithstanding any other provision in this Lease, Tenant shall have no obligation to Landlord for (i) any Release of Hazardous Materials at, on, under or from the Landlord’s Property or the Premises that is not caused by Tenant or any Tenant Party (which shall be referred to herein as a “ Landlord Release ” whether or not Landlord is the cause of such Release) or (ii) Landlord’s noncompliance with Environmental Laws, (i) and (ii) collectively, “ Landlord Environmental Condition ”. Landlord shall indemnify, defend and hold Tenant and the Tenant Parties harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise from and after the Effective Date or during or after the Term as a result of a Landlord Environmental Condition (which obligation to defend, indemnify and hold Tenant or any Tenant Party harmless shall survive the expiration or earlier termination of this Lease). This indemnification of Tenant by Landlord includes, without limitation, costs incurred in connection with any Remediation that Tenant is required to make under any Environmental Law or that is made by Tenant to protect Tenant, any Tenant Party or the public from a bona fide threat to their health or safety. Without limiting the foregoing, in response to a Landlord Environmental Condition, Landlord shall promptly effect any Remediation necessary to comply with applicable Environmental Laws or to respond to a bona fide threat to the health or safety of Tenant, any Tenant Party or the public, in each case relating to such Landlord Environmental Condition. In performing any such Remediation, Landlord shall not impair Tenant’s ability to operate Tenant’s Business. Tenant acknowledges that it has reviewed various environmental reports provided by Landlord which are listed on Exhibit E attached hereto, and that the Hazardous Materials identified through sampling therein do not constitute a bona fide threat to the health or safety of Tenant, any Tenant Party or the public Tenant further acknowledges that prior to the Rent Commencement Date, it will inspect the improvements on the Premises, and agrees that if it does not terminate the Lease pursuant to the provisions of Section 2.3 (1), it shall manage during the Term the Hazardous Materials described in clauses (iii) through (v) and (vii) of the next paragraph in accordance with Environmental Laws but only to the extent such management obligations result from disturbance of those materials by Tenant and except for the substation located on the Premises.

As used herein, the term “ Hazardous Material ” means any hazardous or toxic substance, material or waste which is or becomes regulated by any Environmental Law. The term “Hazardous Material” includes, without limitation, any material or substance that is (i) defined as a “hazardous substance”, “regulated substance”, “hazardous waste”, or similar term under any Environmental Laws, (ii) petroleum or petroleum products (including, without limitation, crude oil or any fraction thereof), (iii) asbestos or asbestos-containing materials, (iv) toxic mold, (v) polychlorinated biphenyls (PCBs), (vi) methyl-tertiary butyl ether (MTBE), (vii) lead-based paints, or (viii) urea-formaldehyde foam insulation.

As used herein, the terms “ Environmental Law ” and “ Environmental Laws ” refer to any one or more foreign, federal, state and local statutes, laws, ordinances, regulations, rules, resolutions, orders, determinations, writs, injunctions, common law rulings, awards, judgments and decrees (including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act), relating to the Remediation, generation, production, installation, use, storage, treatment, transportation, Release, threatened Release, or disposal of Hazardous Materials or toxic substances, or noise control, or the protection of human health, safety, natural resources, animal health or welfare, or the environment.

As used herein, the term “ Remediation ” means any investigation, clean-up, disposal, removal action, remedial action, restoration, abatement, repair, response action, corrective action, monitoring, sampling and analysis, installation, reclamation, closure, or post-closure in connection with the suspected, threatened or actual Release of Hazardous Materials.

Throughout the Term (including any Renewal Term), Tenant, upon Landlord’s request and at Tenant’s expense, shall obtain and deliver to Landlord an ESA conducted in accordance with ASTM E 1527-05 or any then current industry accepted standards or as otherwise may be required under the Prior Contracts with respect to the Premises from an environmental professional reasonably acceptable to Landlord; provided, however, that Landlord may request such ESA no more frequently than once every twelve (12) months unless Landlord, in its reasonable opinion, has reasonable grounds to believe that Hazardous Materials have been Released onto the Premises by Tenant in violation of this Section 6.6. Additionally, throughout the term, within thirty (30) days after the commencement of each Rental Year, Tenant shall deliver to Landlord a list of all Hazardous Materials then being handled or stored on the Premises. Tenant shall give written notice to Landlord thirty (30) days prior to commencing handling or storage of any Hazardous Materials not shown on the list submitted to Landlord at the beginning of the Rental Year.

Section 7.1.   Coverage by Tenant . Throughout the entire Term of this Lease, and any extension and renewals thereof, and during any period of rent abatement or period of construction within the Premises by Tenant or occupancy thereof by Tenant prior to the Rent Commencement Date (except the insurance described in paragraph (1) below, which shall be required only when Tenant moves personnel or equipment into the buildings located on the Premises), Tenant, at its sole cost and expense, and for the mutual benefit of Landlord and Tenant, shall carry and maintain the following types of insurance in the amounts specified, with respect to the Premises, the improvements thereon and Tenant’s activities thereon:

(1)   Fire and extended coverage insurance, including riders for sprinkler damage, water damage, vandalism and malicious mischief, covering all improvements on the Premises being used by Tenant, Alterations, and trade fixtures, and insuring against loss or damage by fire and against loss or damage by other risks now or hereafter embraced by “All Risk Replacement Cost” insurance, in amounts equal to the full replacement cost thereof (exclusive of the costs of excavation or foundations).

(2)   Commercial general liability insurance insuring Tenant, and naming Landlord (and at the request of Landlord, Landlord’s mortgagee(s), if any) as additional insured(s), against liability for injury to persons or property occurring in or about the Premises or arising out of the ownership, maintenance, use or occupancy thereof by Tenant or any Tenant Party, including, but not limited to coverage for personal injury, bodily injury, broad form property damage, operations hazard, owner’s protective coverage, automobile coverage for both owned and non-owned vehicles, assumed or contractual liability, products and completed operations liability, and contingent or protective liability. The liability limits under such insurance shall not be less than $1,000,000.00 for each occurrence, with respect to personal injury or death and not less than $500,000.00 for personal property damage per occurrence. Landlord may increase the liability limits hereunder if required under Prior Contracts or if it is commercially prudent to do so, provided that such liability limits may not be raised in excess of $10,000,000.00.

(3)   Worker’s compensation insurance, as required by law, and Employer’s Liability insurance, at statutory limits, which coverages shall, when appropriate, extend to cover Tenant Parties on the Premises.

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(4)   Environmental and pollution clean-up and liability insurance, providing first-party clean-up as a result of discovery of a pollution event affecting the Property or any adjoining waterway, as well as coverage for third-party claims that are the result of a pollution event on, at, under or coming from the Property, with liability limits reasonably acceptable to Landlord, provided that in determining the reasonableness of liability limits, Landlord shall take account of liability limits acceptable under any governmental program in which Tenant participates and industry standards.

(5)   During any period of substantial construction or renovation, builder’s risk insurance with liability limits as set forth in clauses (i) and (ii) hereof with respect to improvement being constructed or renovated.

(6)   Rent or rental value insurance in an amount equal to the Base Rent and Additional Rent due for the current Rental Year.

The policies described in clauses (2) and (4) hereof shall name Landlord and its mortgagee as additional insureds. The policies in clauses (1), (5) and (6) shall name Landlord, or at Landlord’s request, Landlord’s mortgagee, as loss payee, as its interest may appear with respect to all structures on the Premises that are insured and all tanks, but not with respect to Tenant’s biofuel plant, equipment and fixtures or Tenant’s other personal property. Subject to the terms of Prior Contracts, Landlord agrees to make insurance proceeds available to Tenant for purposes of repair and reconstruction.

Section 7.2.   Coverage by Landlord . From and after the Effective Date, Landlord, at its sole cost and expense, shall carry and maintain the following types of insurance in the amounts specified, with respect to the Landlord’s Property, the improvements thereon (excluding Tenant Improvements or Alterations made by Tenant), and Landlord’s activities thereon:

(1)   Fire and extended coverage insurance, including riders for sprinkler damage, water damage, vandalism and malicious mischief, covering those insurable facilities located on Landlord’s Property that are being used by Tenant pursuant to the terms hereof or the terms of the Terminalling Services Agreement against loss or damage by fire and against loss or damage by other risks now or hereafter embraced by “All Risk Replacement Cost” insurance, in amounts equal to the full replacement cost thereof (exclusive of the costs of excavation or foundations).

(2)   Commercial general liability insurance insuring Landlord, against liability for injury to persons or property occurring in or about the Landlord’s Property (including any portion of the Property used or occupied by Landlord or on which Landlord or any of its agents, employees, contractors or invitees are present) or arising out of the ownership, maintenance, use or occupancy thereof, including, but not limited to coverage for personal injury, bodily injury, broad form property damage, operations hazard, owner’s protective coverage, automobile coverage for both owned and non-owned vehicles, assumed or contractual liability, products and completed operations liability, and contingent or protective liability. The liability limits under such insurance shall not be less than $1,000,000.00 for each occurrence, with respect to personal injury or death and not less than $500,000.00 for personal property damage per occurrence. Landlord shall increase the liability limits to the extent the liability limits of Tenant’s insurance are increased pursuant to the last sentence of Section 7.1(2).

(3)   Worker’s Compensation, as required by law, and Employer’s Liability insurance, at statutory limits, which coverages shall, when appropriate, extend to cover Landlord’s contractors and subcontractors.

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Section 7.3.   Policy Requirements . All policies shall be maintained with insurers licensed to write insurance in Maryland and with a credit rating reasonably acceptable to Landlord and Tenant. Each party agrees to provide the other party with certificates of insurance evidencing the coverage required hereby, which shall be delivered prior to the Rent Commencement Date and thereafter as soon as practicable after the placing, renewal or replacement of the required insurance. All policies shall contain an undertaking by the insurers to notify the insured party pursuant to this Article VII , in writing, by registered mail, not less than thirty (30) days prior to any material change to, reduction in coverage under, cancellation or termination of, or refusal to renew any such policy. All such policies shall be written as primary policies and not contributing with, or in excess of, any coverage which the insured may carry. Subject to Section 7.5 herein, all public liability and property damage policies maintained by Tenant shall contain a provision that the additional insured parties, without regard to any partial or total exclusion or exception of such coverage for the primary insured party, shall be entitled to recover under said poli