Entrance Permit Final

ENTRANCE PERMIT FEE PAYMENT AGREEMENT THIS ENTRANCE PERMIT FEE PAYMENT AGREEMENT (the “Agreement”), dated as of the __ day of July, 2024, by and between the TOWN OF WEBSTER, a political subdivision of the State of New York (the “State”), with offices at 1000 Ridge Road, Webster, New York 14580 (the “Town”) and FAIRLIFE LLC, a limited liability company formed and existing under the laws of the State of Delaware, with offices at 1001 W. Adams Street, Chicago, Illinois 60607 (the “Company”). W I T N E S S E T H: WHEREAS, the Company has proposed the development of an approximately 785,000 square-foot dairy processing and warehouse facility to be constructed on an approximately 110acre parcel of land located at the eastern end of Tebor Road in the Town of Webster, County of Monroe and the State of New York, to be used by the Company in its business of producing dairy products (the “Project”); and WHEREAS, upon completion thereof, the Project will be connected to the Town’s wastewater treatment system and the Company has requested pipeline capacity of two million (2,000,000) gallons per day, not to exceed a peak flow of two thousand eighty three (2,083) gallons per minute, as calculated using a peaking factor of one and one half (1.5) (the “Wastewater”); and WHEREAS, the Town of Webster has provided a “Will Serve” letter dated June 26, 2023, which letter states that the Town’s wastewater treatment plant located at 226 Phillips Road in the Town (the “Treatment Plant”) has sufficient capacity to receive and treat the Wastewater; and WHEREAS, Section 257-166(B) of the Town Code provides that the sanitary sewer connection fee for commercial/industrial users shall be determined by the Town Sewer Department based on estimated water consumption or the estimated need for pipeline capacity (the “Entrance Permit Fee”); and WHEREAS, per the Town Code, the Entrance Permit Fee has been calculated at $21,900,000, based upon the Project’s anticipated need for pipeline capacity; and WHEREAS, the Town and the Company wish to memorialize the terms and conditions associated with the payment of the Company’s Entrance Permit Fee and treatment of the Wastewater. NOW, THEREFORE, in consideration of the Entrance Permit Fee, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed as follows: ARTICLE I REPRESENTATIONS AND WARRANTIES Section 1.1. Representations and Covenants of the Town. 1 29492005v1

The Town makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Town is a political subdivision of the State and has the power to enter into the transaction contemplated by this Agreement and to carry out its obligations hereunder. (b)

The Town has been duly authorized to execute and deliver this Agreement.

(c) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Town is a party or by which it is bound, or will constitute default under any of the foregoing. Section 1.2. Representations and Covenants of the Company. The Company makes the following representations and covenants as the basis for the undertakings on its part herein contained: (a) The Company is a limited liability company formed, existing and in good standing under the laws of the State of Delaware, is authorized to do work in the State of New York, has the authority to enter into this Agreement and has duly authorized the execution and delivery of this Agreement. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the fulfillment of or compliance with the provisions of this Agreement will conflict with or result in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Company is a party or by which it is bound, or will constitute a default under any of the foregoing, or result in the creation or imposition of any lien of any nature upon any of the property of the Company under the terms of any such instrument or agreement. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body pending or, to the knowledge of the Company, threatened against or affecting the Company, to which the Company is a party, and in which an adverse result would materially diminish or adversely impact on the Company's ability to fulfill its obligations under this Agreement. ARTICLE II PAYMENT AND TREATMENT OF WASTEWATER Section 2.1. Entrance Permit Fee. The Company agrees to pay to the Town (at its address noted above) the Entrance Permit Fee of Twenty-One Million Nine Hundred Thousand Dollars ($21,900,000) in ten (10) equal annual installments of Two Million One Hundred Ninety Thousand Dollars ($2,190,000) commencing on July 31, 2025 and continuing on each anniversary thereafter 2 29492005v1

for an additional nine (9) years (each a “Payment Date”). The Company hereby agrees to pay all such amounts due pursuant to this Agreement on or before each Payment Date in accordance with the terms hereof. The Company’s obligations to pay the Entrance Permit Fee is not subject to the Company’s actual use of pipeline capacity and such actual use shall not be a condition to payment under this Agreement. Section 2.2. Default. (a) The Company's failure to remit any installment of the Entrance Permit Fee due pursuant to this Agreement within thirty (30) days of the corresponding Payment Date shall require an additional payment by the Company of interest calculated at a rate of five Percent (5.00%) per annum. (b) The Company’s failure to remit any installment of the Entrance Permit Fee due pursuant to this Agreement within thirty (30) days of the corresponding Payment Date shall also be deemed a violation of the Town Code upon which the Town shall have such rights and remedies of enforcement in connection therewith. Section. 2.3. Wastewater Treatment. In consideration of the Entrance Permit Fee, the Town shall accept and treat the Wastewater under terms and conditions set forth in the Industrial Wastewater Pretreatment Permit issued by the Town Sewer Department pursuant to Town Code Chapter 257 in connection with the Project. ARTICLE III ASSESSMENT OF FEES The Town will not assesses additional fees, taxes or modifies the terms and conditions of any permits issued to or its regulations governing operation of the Project in a manner that materially and adversely impacts the Project or requires the Company to change in any material manner its operations, except as required by law, regulations or order of any regulatory agency, including, but limited to, the New York State Department of Environmental Conservation and the United States Environmental Protection Agency. The Company reserves its rights to initiate a judicial challenge to the Town’s assessment of additional fees or taxes, or modifications of the terms and conditions of permits or regulations in question, which challenge shall not serve as a waiver of its rights to terminate this Agreement. Article IV MISCELLANEOUS Section 4.1. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original, but which together shall constitute a single instrument. Section 4.2. Notice. All notices, claims and other communications hereunder shall be in writing and shall be deemed to be duly given if personally delivered or mailed first class, postage prepaid, as follows: 3 29492005v1

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Section 4.4. Assignment. (a) This Agreement may not be assigned in whole or in part except to a Related Person of the Company (as that term is defined in subparagraph (C) of paragraph three of subsection (b) of section four hundred sixty-five of the Internal Revenue Code of 1986, as amended, hereinafter “Related Person”), and the obligations hereunder may not be further pledged or assigned, in whole or in part, by the Company except to a Related Person of the Company without the prior written consent of the Town which consent shall not be unreasonably conditioned, delayed or withheld. The foregoing shall apply to any and all subleases of the Project by the Company in whole for operations and occupancy. Any assignment of this Agreement shall require the prior written consent of the Town upon application 60 days prior to a regularly scheduled meeting of the Town, any such consent shall not be unreasonably conditioned, delayed or withheld. (b) Any assignment or sublease, if and once approved, shall be on the following conditions, as of the time of each assignment or sublease: (i) no assignment or sublease shall relieve the Company from primary liability for any of its obligations hereunder; (ii) the assignee or sublessee shall assume the obligations of the Company hereunder to the extent of the interest assigned or subleased; (iii) the Company shall, within ten (10) days after the delivery thereof, furnish or cause to be furnished to the Agency a true and complete copy of such assignment or sublease and the instrument of assumption. Prior to delivery to the Town, the Company may redact any portion of the document which could be excluded from public disclosure under the NYS Public Officers Law; and (iv) If the Town shall so request, as of the purported effective date of any assignment or sublease, the Company at its cost shall furnish to the Town with an opinion, in form and substance satisfactory to the Town as to items (i), and (ii) above. Section 4.5. Severability. In the event any provision of this 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 4.6. No Recourse. (a) The obligations and agreements of the Town contained herein shall be deemed the obligations and agreements of the Town, and not of any trustee, officer, agent or employee of the Town in his individual capacity, and the trustees, officers, agents and employees of the Town shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.

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(b) The obligations and agreements of the Company contained herein shall be deemed the obligations and agreements of the Company, and not of any member, officer, agent or employee of the Company in his individual capacity, and the members, officers, agents and employees of the Company shall not be liable personally hereon or thereon or be subject to any personal liability or accountability based upon or in respect hereof or thereof or of any transaction contemplated hereby or thereby.

(Signature Page Follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Entrance Permit Fee Payment Agreement as of the day and year first above written. TOWN OF WEBSTER By: Town Supervisor

(Signature Page to Entrance Permit Fee Payment Agreement)

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