First Amendment to Transaction Confirmation, dated as of June 26, 2019, by and between Trillium Transportation Fuels, LLC and GSF Energy, LLC

Exhibit 10.23

CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***].

FIRST AMENDMENT TO BIOGAS TRANSACTION CONFIRMATION

THIS FIRST AMENDMENT TO BIOGAS TRANSACTION CONFIRMATION (this “Amendment”) is made and entered into effective as of June 26^th, 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”.

RECITALS

WHEREAS, Seller and Buyer are parties to that certain NAESB Base Contract for Sale and Purchase of Natural Gas dated August 24, 2018 (the “Base Contract”) and the Transaction Confirmation dated August 24, 2018 (“Transaction Confirmation”) whereby Seller will sell and deliver Biogas to Buyer and Buyer will purchase and receive such Biogas; and

WHEREAS, the Parties desire to modify the Transaction Conformation as set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth hereinafter, the sufficiency of such consideration being acknowledged by the Parties, the Parties hereby agree as follows:

“(ii) Effective upon approval by the California Air Resources Board (“CARB”), which approval is expected to occur in the second calendar quarter of 2019, Seller shall receive from Buyer [***]% of the Incremental LCFS Credit Revenue (as herein defined) for all LCFS Credits generated from Biogas delivered to Buyer. “Incremental LCFS Credit Revenue” means (as determined on a per-MMBtu basis [***].”

IN WITNESS WHEREOF, and with the intent to be legally bound, the Parties hereto have caused this Amendment to be executed by their duly authorized officers or representatives as of the Effective Date.

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