20201018 Ver 1_Holly Springs Road Widening – Phase 2 - EBX and EBX-Neuse I Mitigation Credit Agreement_20211217

MITIGATION CREDIT SUPPLY AGREEMENT
THIS MITIGATION CREDIT SUPPLY AGREEMENT(this"Agreement")by and between EBX-Neuse I,LLC and
Environmental Banc & Exchange, LLC (EBX) ("Bank Sponsor"), and Town of Holly Springs ("Bj!yer") is effective as of
December 16,2021 (the"Effective Date").
RECITALS:
WHEREAS,Bank Sponsor has established buffer mitigation banks known as the EBX-Neuse I,LLC Neuse Riparian Buffer
Umbrella Mitigation Bank;RES Neuse Buffer and Nutrient Offset Umbrella Mitigation Bank;RES Poplar Creek Buffer&
Nutrient Offset Umbrella Mitigation Bank;and EBX Upper Neuse Riparian Buffer Umbrella Mitigation Bank. Specific bank
sites that will be debited are Polecat,Hannah Bridge, Stone Creek,Meadow Springs,Cedar Grove,Hatley,and Selma Mill,all
located in HUC 03020201. These banks are authorized by the NC Division of Water Resources(the"Permitting Agency")
pursuant to mitigation banking instruments(as amended or modified from time to time,the`Bank Instrument');
WHEREAS,Bank Sponsor has established a stream mitigation bank known as Neu-Con Wetland&Stream Umbrella
Mitigation Bank,specifically stream credits from the Buffalo Branch Site,in the Neuse HUC 03020201 (the`Bank")
authorized by the United States Army Corps of Engineers(the"Permitting Agency")pursuant to a mitigation banking
instrument(as amended or modified from time to time,the"Bank Instrument');
WHEREAS, Bank Sponsor is authorized to operate the Bank and to sell and transfer mitigation credits and/or acres, as
described in the Bank Instrument("Mitigation Credits"),in accordance with and the Bank Instrument;and
WHEREAS,Buyer desires to purchase Mitigation Credits.
THEREFORE, for and in consideration of the premises and the payment set forth herein,Bank Sponsor and Buyer agree
to the following terms and conditions:
AGREEMENTS:
1. Purchase of Mitigation Credits.
a. Purchase. Bank Sponsor hereby agrees to sell to Buyer, and Buyer hereby agrees to buy from Bank Sponsor,
93,843.00 square feet of buffer credits and 169.3 stream credits Mitigation Credits on the terms, and subject to the
conditions,set forth herein(the"Purchased Credits").
b. Purchase Price. The purchase price for the Purchased Credits is $112,611.60 buffer and $93,115.00 stream (the
"Purchase Price"). Buyer agrees to pay Bank Sponsor the Purchase Price by wire transfer in accordance with Exhibit A or
as directed by Buyer no later than twenty (20) business days after the Effective Date. All amounts paid under this
Agreement shall,when paid,be deemed to be fully earned by Bank Sponsor and non-refundable.
C. Default. If Buyer fails to pay the Purchase Price when due then: (i)Bank Sponsor shall not be required to perform
hereunder and shall not be responsible for any breach, liability or damages resulting from such non-performance; and
(ii)Bank Sponsor may pursue such remedies as may be available at law and in equity and terminate this Agreement. If
Bank Sponsor terminates this Agreement, Bank Sponsor shall thereafter be relieved of its responsibilities hereunder and
shall have no further obligations to Buyer, ownership of the Purchased Credits shall automatically revert to Bank Sponsor,
and Bank Sponsor shall be free to sell the Purchased Credits to one or more third parties.
2. Ownership and Application of Purchased Credits.
a. Ownership. As of the Effective Date,Buyer shall own the Purchased Credits. At any point after the Effective Date,
Buyer may request that Bank Sponsor apply the Purchased Credits to a permit by delivering a notice containing the
information on Exhibit B to this Agreement(the "Application Notice"). If Exhibit B has been completed on the Effective
Date,Buyer shall be deemed to have provided the Application Notice on the Effective Date.
b. Application of Purchased Credits. Upon receipt of the Application Notice, Bank Sponsor shall promptly provide the
Permitting Agency with the documentation required by the Bank Instrument to apply the Purchased Credits to the permit
specified by Buyer. Buyer is solely responsible for the accuracy of the information provided to Bank Sponsor in the
Application Notice. Bank Sponsor shall have neither the duty to confirm the accuracy of the information provided by Buyer
nor any liability for inaccurate information.
RES.1.0 1

C. Bank Sponsor Responsibilities. In no event will Bank Sponsor be responsible (i) if the Permitting Agency does not
allow the Purchased Credits to be applied to a permit, (ii) for determining the nature or amount of mitigation required by
Buyer for any project or permit or by applicable law, or (iii) for compliance with the terms and conditions of any permit
ultimately issued to Buyer in connection with any project or otherwise.
3. Miscellaneous.
a. Confidentiality. Neither this Agreement nor the terms hereof may be furnished to any third party without the written
consent of all parties, except as may otherwise be required by law or a court of competent jurisdiction; provided, that the
foregoing shall not prohibit the parties from providing this Agreement or the terms hereof to their attorneys, consultants,
professional advisors,and current and prospective investors and primary lenders. Buyer acknowledges and agrees that Bank
Sponsor may,as part of the process for transferring the Purchased Credits,disclose the information provided by Buyer in the
Application Notice to the regulatory authorities. This paragraph shall survive any termination of this Agreement.
b. Governing Law and WAIVER OF JURY TRIAL. This Agreement and all matters arising out of or relating to this
Agreement are governed by the laws of Texas,without giving effect to any conflict of laws provisions thereof. Either party
may only institute any legal suit, action, or proceeding arising out of or relating to this Agreement in the federal or state
courts located in Houston, Texas. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A)
CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS; (B)
WAIVES ANY OBJECTION TO THAT CHOICE OF FORUM BASED ON VENUE OR TO THE EFFECT THAT THE
FORUM IS NOT CONVENIENT;AND(C)WAIVES ANY RIGHT TO TRIAL BY JURY.
C. Counterparts and Authorization. This Agreement may be signed by facsimile or electronic PDF signature, which
signature shall be deemed to constitute an original signature and be binding as such. This Agreement may be executed in
identical counterparts, each of which when so executed and delivered will constitute an original, but all of which taken
together will constitute one and the same instrument. The parties each separately represent that the person signing this
Agreement is duly authorized to sign this Agreement.
d. Force Majeure.No party shall be liable or responsible to the other party,or deemed to have breached this Agreement,
for any failure or delay in satisfying its obligations hereunder if such failure or delay is attributable to any of the following:
strikes, riots, acts of God, shortages of labor or materials, war, terrorist acts or activities, orders, laws, regulations, or
restrictions, adverse determinations from the Permitting Agency or any other governmental authority, or any other causes
which are beyond the reasonable control of the responsible party.
e. Consequential Damages.Notwithstanding any provision of this Agreement to the contrary,no party shall be liable for
any lost or prospective profits or any other indirect,consequential, special,incidental,punitive,or other exemplary losses or
damages,whether based in contract,warranty, indemnity,negligence, strict liability or other tort or otherwise,regardless of
the foreseeability or the cause thereof. Each party expressly agrees that the affiliates,members,partners and shareholders of
any defaulting or breaching party hereunder are not jointly, solidarily or severally liable for any costs, expenses, losses or
damages arising from such parry's breach or default under this Agreement.
f. Notice. All notices to be sent by one party to the other pursuant to this Agreement shall be in email followed up with
a notice writing delivered or sent: (a) in person; (b) by U.S. Mail, postage prepaid and certified with return receipt
requested; or (c) by nationally recognized overnight delivery service, prepaid, and addressed as set forth on the signature
page. Either party may change its address by notifying the other party in writing of the change of address.
g. Other. Buyer's entering into this Agreement does not give the Buyer rights to monies generated by the Bank, and
further, Buyer does not obtain any rights of ownership or use of the real property associated with the Bank or any other
property interests of Bank Sponsor or its affiliates. Bank Sponsor may, in its discretion and in lieu of supplying the
Purchased Credits,obtain mitigation credits from other mitigation banks and provide those credits to Buyer as long as doing
so would not adversely impact Buyer.Paragraphs 3.a and 3.e shall survive the termination of this Agreement.
h. General. Buyer's rights under this Agreement shall not be assigned or apportioned,either voluntarily or by operation
of law, without the prior written consent of Bank Sponsor. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the purchase and sale of the Purchased Credits, and supersedes and
replaces any prior agreements and understandings,whether oral or written,between them with respect to such matters. This
Agreement shall be binding upon and inure to the benefit of the successors and assigns of either party. This Agreement may
not be changed, amended or modified except by an instrument in writing signed by both parties. The unenforceability,
invalidity, or illegality of any provision hereof shall not render any other provision unenforceable, invalid, or illegal. This
RES.1.0 2

Agreement is not intended to create, and it shall not create, any partnership,joint venture, or similar arrangement between
Buyer and Bank Sponsor. No party's failure or delay in exercising any of its rights hereunder will constitute a waiver of
such rights unless expressly waived in writing.
[Signature Page Follows]
RES.1.0 3

The parties have executed this Agreement effective as of the Effective Date.
[BANK SPONSOR]
EBX-NEUSE I,LLC,a Maryland limited liability company
By:Resource Environmental Solutions,LLC,
a Louisiana limited liability company,its manager
Environmental Banc&Exchange,LLC,a Maryland limited liability company
By:Resource Environmental Solutions,LLC,
a Louisiana limited liability company,its manager
Name Daniel B Ramsay
Date: December 16,2021
Address: 3600 Glenwood Avenue,Suite 100
Raleigh,NC 27612
[BUYER]
By: Town of Holly Springs
Name:
Date:
Address: 128 South Main Street
Holly Springs,NC 27540
RES.1.0 4

Exhibit A
Bank: Iberia Bank
11 Greenway Plaza
Suite 2900
Houston, TX 77046
Routing No.: 265-270-413
Account No.: 20000-575453
Account Name: Resource Environmental Solutions,LLC Checking Account
For questions,please call Thomas Judice with Bank Sponsor at(225) 372-6113; or Yvonne Robinson
with Iberia Bank at(713)624-7715.
RES.1.0 5

Exhibit B
Buyer Information: Town of Holly Springs, 128 South Main Street,Holly Springs,NC 27540
Attn: Tim Athb
Permitting Agency: NC Division of Water Resources
512 N Salisbury St Ste 11,Raleigh,NC 27604
US Army Corps of Engineers,Raleigh Field Office
3331 Heritage Trade Drive, Suite 105
Wake Forest,North Carolina 27587
Permit Application Number and Certification No 4234—401 Water Quality Certification, September 21,2021
Date: USACE SAW—2020-00216
Project Name&Location: Proposed Improvements to Holly Springs Road(SR 1152)from Sunset Lake Rd
(SR 1301)to Flint Pointe Lane in Wake County,TIP#U-6094,DWR Project
#20201018
Brief Description of Impacts to Neuse Riparian Buffer Impacts—55,112 Square Feet
be Mitigated by the Credits: Stream Impacts—706 Linear Feet(EBX-Neuse I,LLC providing 169.3 Credits
of mitigation required)
RES.1.0 6