Joint Filing AgreementJoint Filing Agreement • February 11th, 2022 • Montauk Renewables, Inc. • Gas & other services combined
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of all filings on any Form 3, Form 4, Form 5 or a statement on Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the "Filings") required to be filed by them pursuant to the U.S. Securities Exchange Act of 1934, as amended, with respect to the shares of common stock, par value $0.01 per share, of Montauk Renewables, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to all such Filings. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exhibit 99.1 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of...Joint Filing Agreement • February 11th, 2022 • Montauk Renewables, Inc. • Gas & other services combined
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of all filings on any Form 3, Form 4, Form 5 or a statement on Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto (collectively, the "Filings") required to be filed by them pursuant to the U.S. Securities Exchange Act of 1934, as amended, with respect to the shares of common stock, par value $0.01 per share, of Montauk Renewables, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to all such Filings. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • December 23rd, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Michigan
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 8th, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Delaware
This Director and Officer Indemnification Agreement (this “Agreement”) is between Montauk Renewables, Inc., a Delaware corporation (the “Company”), and the individual identified as the indemnitee on the signature page hereto (“Indemnitee”).
FOURTH AMENDED AND RESTATED LOAN AGREEMENT AND SECURED PROMISSORY NOTELoan Agreement • December 29th, 2023 • Montauk Renewables, Inc. • Gas & other services combined • Delaware
This Fourth Amended and Restated Loan Agreement and Secured Promissory Note (this “Fourth Amended and Restated Loan Agreement and Note”) is subject to the Borrower obtaining the required prior exchange control approval from the Financial Surveillance Department of the South African Reserve Bank.
Base Contract for Sale and Purchase of Natural Gas This Base Contact is entered into as of the following date: October 9, 2019 The parties to this Base Contract are the following:Base Contract for Sale and Purchase of Natural Gas • January 8th, 2021 • Montauk Renewables, Inc. • Gas & other services combined
This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select the appropriate box(es) from each section:
CONSORTIUM AGREEMENT entered into between THE PERSONS LISTED ON ANNEXURE A (“Shareholders”) law | tax | forensics | IP | africa edward nathan sonnenbergs incorporated registration number 2006/018200/21Consortium Agreement • March 31st, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Pennsylvania
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into to be effective as of September 25, 2019, by and between Montauk Energy Holdings, LLC (the “Company”), and Sean F. McClain (“Employee”).
FIRST AMENDMENTLoan Agreement • December 23rd, 2022 • Montauk Renewables, Inc. • Gas & other services combined • Delaware
THIS FIRST AMENDMENT, dated as of December 22, 2022 (this “First Amendment”), to that certain SECOND AMENDED AND RESTATED LOAN AGREEMENT AND SECURED PROMISSORY NOTE, dated as of December 22, 2021, made by Montauk Holdings Limited, a South African company, as borrower (the “Borrower”), to Montauk Renewables, Inc., a Delaware corporation, as lender (the “Lender”) in an aggregate principal amount equal to US$8,940,000 as of the date of this Amendment (as amended, restated, amended and restated, modified and/or supplemented from time to time, including by this Amendment, the “Loan Agreement”). Unless otherwise defined herein, capitalized terms shall have the meanings provided in the Loan Agreement.
SECOND AMENDED & RESTATED LANDFILL GAS RIGHTS & PRODUCTION FACILITIES AGREEMENT Frank R. Bowerman Landfill Contract / Folder Number: [***]Landfill Gas Rights and Production Facilities Agreement • December 31st, 2020 • Montauk Renewables, Inc. • Gas & other services combined • California
THIS SECOND AMENDED & RESTATED LANDFILL GAS RIGHTS & PRODUCTION FACILITIES AGREEMENT, hereinafter referred to as “Agreement,” is made as of November 17, 2011 by and between COUNTY OF ORANGE, hereinafter referred to as “COUNTY,” and Bowerman Power LFG, LLC, a Delaware limited liability company, hereinafter referred to as “BOWERMAN POWER” without regard to number and gender.
FORM OF LOAN AGREEMENT AND SECURED PROMISSORY NOTELoan Agreement • December 31st, 2020 • Montauk Renewables, Inc. • Gas & other services combined • Delaware
This Loan Agreement and Secured Promissory Note (this “Loan Agreement and Note”) is subject to the Borrower obtaining the required prior exchange control approval from the Financial Surveillance Department of the South African Reserve Bank.
FIRST AMENDMENT & WAIVER TO THE SECOND AMENDED & RESTATED LANDFILL GAS RIGHTS & PRODUCTION FACILITIES AGREEMENTLandfill Gas Rights and Production Facilities Agreement • December 31st, 2020 • Montauk Renewables, Inc. • Gas & other services combined
THIS FIRST AMENDMENT & WAIVER (“First Amendment”) is made as of October 21, 2014 (“Effective Date”) by and between the COUNTY OF ORANGE, a political subdivision of the State of California (“County”), and BOWERMAN POWER LFG, LLC, a Delaware limited liability company (“Bowerman Power”), which are sometimes individually referred to as “Party” or collectively referred to as “Parties”.
CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE OF CLAIMSSeverance Agreement • December 11th, 2020 • Montauk Renewables, Inc. • Gas & other services combined • Pennsylvania
THIS CONFIDENTIAL SEVERANCE AGREEMENT AND GENERAL RELEASE OF CLAIMS (this “Release”) is between Martin L. Ryan (the “Employee”) and Montauk Energy Holdings, LLC, a Delaware limited liability company (“Montauk”) with its principal offices located at 680 Andersen Drive, Suite 580, Pittsburgh, PA 15220.
THIRD AMENDMENT TO THE LANDFILL GAS RIGHTS & PRODUCTION FACILITIES AGREEMENT AND SETTLEMENT AGREEMENT Frank R. Bowerman LandfillLandfill Gas Rights & Production Facilities Agreement • June 30th, 2023 • Montauk Renewables, Inc. • Gas & other services combined
THIS THIRD AMENDMENT AND SETTLEMENT AGREEMENT (this “Third Amendment”) is made as of June 27, 2023 (the “Effective Date”) by and between the COUNTY OF ORANGE, a political subdivision of the State of California (“COUNTY”), and BOWERMAN POWER LFG, LLC, a Delaware limited liability company (“BOWERMAN POWER”), which are sometimes individually referred to as “PARTY” or collectively referred to as “PARTIES”.
AMENDMENT AGREEMENTAmendment Agreement • June 1st, 2022 • Montauk Renewables, Inc. • Gas & other services combined • Pennsylvania
THIS AMENDMENT AGREEMENT (this “Amendment”) is made and entered into as of May 26, 2022 (the “Effective Date”) by and among (i) J.P. Carroll & Co., LLC, a North Carolina limited liability company (“JP Seller”), (ii) Eagle Creek Ranch L.L.C., a Colorado limited liability company (“ECR Seller” and, together with JP Seller, “Interest Sellers”), (iii) NR3 Nutrient Recovery, LLC, a North Carolina limited liability company (“Asset Seller” and, together with Interest Sellers, “Sellers” and each individually, a “Seller”), (iv) Joseph P. Carroll, Jr. (“Carroll”), (v) Martin A. Redeker (“Redeker”), (vi) Montauk Ag Renewables, LLC, a Delaware limited liability company (f/k/a Montauk Swine Ag, LLC) (“Buyer”); and (vii) Montauk Energy Holdings, LLC, a Delaware limited liability company (“Company”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • December 11th, 2020 • Montauk Renewables, Inc. • Gas & other services combined • Michigan
This First Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement (“First Amendment”) is made as of March 21, 2019, by and among Montauk Energy Holdings, LLC (“Borrower”), the Lenders (as defined below) signatory hereto and Agent (as defined below).
THIRD AMENDED AND RESTATED GAS LEASE AGREEMENTGas Lease Agreement • December 31st, 2020 • Montauk Renewables, Inc. • Gas & other services combined • Ohio
THIS THIRD AMENDED AND RESTATED GAS LEASE AGREEMENT (“Agreement”), effective as of January 1, 2018 (“Effective Date”), is by and between Rumpke Sanitary Landfill, Inc., an Ohio corporation (“Lessor” or “Rumpke”), and GSF Energy, LLC, a Delaware limited liability company and successor in interest to GSF Energy Inc. (“Lessee” or “GSF”).
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among J.P. CARROLL & CO., LLC, EAGLE CREEK RANCH, L.L.C., NR NUTRIENT RECOVERY, LLC JOSEPH P. CARROLL, JR., MARTIN A. REDEKER and MONTAUK SWINE AG, LLCMembership Interest and Asset Purchase Agreement • May 11th, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Pennsylvania
THIS MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of May 10, 2021, is by and among J.P. Carroll & Co., LLC, a North Carolina limited liability company (“JP Seller”), Eagle Creek Ranch L.L.C., a Colorado limited liability company (“ECR Seller” and, together with JP Seller, “Interest Sellers”), NR3 Nutrient Recovery, LLC, a North Carolina limited liability company (“Asset Seller” and, together with Interest Sellers, “Sellers” and each individually, a “Seller”), Joseph P. Carroll, Jr. (“Carroll”) and Martin A. Redeker (“Redeker”), and Montauk Swine Ag, LLC, a Delaware limited liability company (“Buyer”).
EMPLOYMENT UNDERSTANDINGEmployment Agreement • March 14th, 2024 • Montauk Renewables, Inc. • Gas & other services combined • Pennsylvania
On behalf of Montauk Renewables, Inc. and Montauk Energy Holdings, LLC, a Delaware Limited Liability Company (the “Company”), I am pleased to offer you the position of Director of Project Execution and Integration with the Company. Your employment by the Company shall be governed by the following terms and conditions (this “Understanding”):
FIRST AMENDMENT TO BIOGAS TRANSACTION CONFIRMATIONFirst Amendment to Biogas Transaction Confirmation • December 31st, 2020 • Montauk Renewables, Inc. • Gas & other services combined
THIS FIRST AMENDMENT TO BIOGAS TRANSACTION CONFIRMATION (this “Amendment”) is made and entered into effective as of June 26th, 2019 (the “Effective Date”), by and between GSF Energy, LLC and a Delaware limited liability company (“Seller”), and Trillium Transportation Fuels, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller may be referred to individually as a “Party” or collectively as the “Parties”.
SECOND AMENDMENT TO TRANSACTION CONFIRMATIONTransaction Confirmation • January 8th, 2021 • Montauk Renewables, Inc. • Gas & other services combined
This Second Amendment to Transaction Confirmation (this “Second Amendment”) is made on this 22nd day of May, 2018 (the “Effective Date”), by and between Iogen D3 Biofuel Partners LLC (“Buyer”) and GSF Energy, L.L.C. (the “Seller”).
Base Contract for Sale and Purchase of Natural Gas This Base Contract is entered into as of the following date: February 27, 2017 The parties to this Base Contract are the following:Base Contract for Sale and Purchase of Natural Gas • December 31st, 2020 • Montauk Renewables, Inc. • Gas & other services combined
This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select the appropriate box(es) from each section:
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT AND CONSENTRevolving Credit and Term Loan Agreement • January 8th, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Michigan
This Third Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement and Consent (“Third Amendment”) is made as of January 4, 2021, by and among Montauk Energy Holdings, LLC (“Borrower”), the Lenders (as defined below) signatory hereto and Agent (as defined below).
AMENDED AND RESTATED LANDFILL GAS PURCHASE AND SALE AGREEMENT BETWEEN WASTE MANAGEMENT OF TEXAS, INC. AND TX LFG ENERGY, LP October 17, 2016Landfill Gas Purchase and Sale Agreement • December 31st, 2020 • Montauk Renewables, Inc. • Gas & other services combined • Texas
This Amended and Restated Landfill Gas Purchase and Sale Agreement (“Agreement”) is made on this 17th day of October, 2016 (the “Effective Date”), by and between Waste Management of Texas, Inc., a Texas corporation with principal offices at 100 Genoa Red Bluff, Houston TX 77034 (“Seller”), and TX LFG Energy, LP (“Purchaser”), a Delaware limited partnership with principal offices at 680 Andersen Drive, Pittsburgh, PA 15220.
TRANSACTION IMPLEMENTATION AGREEMENT BY AND BETWEEN MONTAUK HOLDINGS LIMITED, MONTAUK HOLDINGS USA, LLC AND MONTAUK RENEWABLES, INC. DATED NOVEMBER 6, 2020Transaction Implementation Agreement • December 11th, 2020 • Montauk Renewables, Inc. • Gas & other services combined • Delaware
THIS TRANSACTION IMPLEMENTATION AGREEMENT, dated November 6, 2020 (this “Agreement”), is by and between Montauk Holdings Limited, a South African company (“MNK”), Montauk Holdings USA, LLC, a Delaware limited liability company wholly owned subsidiary of MNK (“Montauk USA”), and Montauk Renewables, Inc., a Delaware corporation (“MRI”). Capitalized terms used herein and not otherwise defined will have the respective meanings assigned to them in Article I.
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • December 11th, 2020 • Montauk Renewables, Inc. • Gas & other services combined • Michigan
This Second Amendment to Second Amended and Restated Revolving Credit and Term Loan Agreement (“Second Amendment”) is made as of September 12, 2019, by and among Montauk Energy Holdings, LLC (“Borrower”), the Lenders (as defined below) signatory hereto and Agent (as defined below).
RENEWABLE POWER PURCHASE AND SALE AGREEMENT between CITY OF ANAHEIM and BOWERMAN POWER LFG, LLCRenewable Power Purchase and Sale Agreement • December 31st, 2020 • Montauk Renewables, Inc. • Gas & other services combined • California
This Renewable Power Purchase and Sale Agreement, together with the Exhibits and attachments (collectively, the “Agreement”) is dated for the purposes of convenience as March 11, 2014. The Effective Date of this Agreement shall be the latest date of execution hereinafter set forth opposite the names of the signators hereto. In the event Seller fails to set forth a date of execution opposite the name of Seller’s signator, Seller hereby authorizes Anaheim, by and through its representative, to insert the date of execution by Seller’s signator(s) as the date said Agreement, as executed by Seller, is received by Anaheim.
January 3, 2021Transaction Implementation Agreement • January 8th, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Delaware
Reference is made to that certain Transaction Implementation Agreement, dated November 6, 2020 (the “TIA”), by and among Montauk Holdings Limited (“MNK”), Montauk Holdings USA, LLC (“Montauk USA”) and Montauk Renewables, Inc. (“MRI”), and Share Exchange Agreement, dated November 6, 2020 (the “Share Exchange Agreement”), by and among MRI, Montauk USA and the sole stockholder of MRI. Any capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the TIA.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 11th, 2020 • Montauk Renewables, Inc. • Gas & other services combined
Thank you for serving as a Director and Officer of Montauk Renewables, Inc. (the “Company”). The Company is providing you this letter to summarize certain indemnification protections that pertain to the performance of your responsibilities as a Director and Officer of the Company.
Base Contract for Sale and Purchase of Natural GasBase Contract for Sale and Purchase of Natural Gas • January 15th, 2021 • Montauk Renewables, Inc. • Gas & other services combined
This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select only one box from each section:
Base Contract for Sale and Purchase of Natural GasBase Contract for Sale and Purchase of Natural Gas • January 8th, 2021 • Montauk Renewables, Inc. • Gas & other services combined
This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select only one box from each section:
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • May 11th, 2021 • Montauk Renewables, Inc. • Gas & other services combined • North Carolina
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (“Agreement”) is dated as of May 10, 2021 (“Closing Date”), by and between GREENSBORO ECOSYSTEMS, LLC, a North Carolina limited liability company (“Seller”), and MONTAUK SWINE AG, LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are individually referred to as a “Party” and collectively as the “Parties”.
MONTAUK RENEWABLES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2021 • Montauk Renewables, Inc. • Gas & other services combined • New York
Montauk Renewables, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company and Montauk Holdings Limited, the stockholder of the Company (the “Selling Stockholder”) hereby agrees, to sell an aggregate of up to [●] shares of Common Stock (the “Secondary Shares”) in the amount set forth opposite its name on Schedule I. The Company and the Selling Stockholder are collectively referred to herein as the “Montauk Parties” (each a “Montauk Party”). The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares, the Secondary Shares, and the Option Shares are hereinafter collectively referred
CONFIDENTIAL AMENDED AND RESTATED GAS SALE AND PURCHASE AGREEMENT between MCCARTY ROAD LANDFILL TX, LP (“Republic”) and GSF ENERGY, L.L.C. (“Developer”)Gas Sale and Purchase Agreement • January 8th, 2021 • Montauk Renewables, Inc. • Gas & other services combined • Arizona
THIS AMENDED AND RESTATED GAS SALE AND PURCHASE AGREEMENT (this “Agreement”), is entered into between McCarty Road Landfill TX, LP, a Delaware limited partnership (“Republic”), and GSF Energy, L.L.C., a Delaware limited liability company (“Developer”), effective as of January 1, 2016 (“Effective Date”).
