EX-10.41





 Exhibit 10.41 

AMENDED AND RESTATED LOAN AGREEMENT 

AND SECURED PROMISSORY NOTE 

MONTAUK HOLDINGS LIMITED, a South African company (the “Borrower”), hereby promises to pay to MONTAUK RENEWABLES,
INC., a Delaware corporation (the “Lender”), an amount equal to SEVEN MILLION U.S. DOLLARS (U.S. $7,000,000), together with accrued interest thereon, on the terms and conditions set forth herein. 

This Amended and Restated Loan Agreement and Secured Promissory Note (this “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. 

1. Payments of Principal and Interest. For value received, the Borrower promises to pay to the order of the Lender the aggregate
principal amount outstanding under this Amended and Restated Loan Agreement and Note, including any increases of such amount due to the addition of PIK Interest (as defined below) (the “Outstanding Loan Amount”), together with all
accrued and unpaid interest hereunder on or before December 31, 2022. Interest on the Outstanding Loan Amount shall accrue at the rate of 0.4% per annum and shall be payable annually in arrears on each anniversary of the effective date of this
Amended and Restated Loan Agreement and Note (each such date, an “Interest Payment Date”). Interest shall accrue on the Outstanding Loan Amount beginning on the day on which such amount becomes outstanding or increases either by the
advance of the original principal amount of the loan made thereunder by the Lender or by the addition of PIK Interest, and continuing until such amount is paid in full, whether at maturity, upon acceleration, by prepayment or otherwise. The Borrower
shall pay all accrued and unpaid interest on this Amended and Restated Loan Agreement and Note, at the election of the Borrower on each Interest Payment Date (a) by increasing the outstanding principal amount of this Note (“PIK
Interest”), (b) in cash to the Lender (“Cash Interest”) or (c) by any combination of (a) and (b). Any interest due on an Interest Payment Date that is not paid by the Borrower as Cash Interest on such Interest
Payment Date shall be deemed paid as PIK Interest with no further action required on the part of the Borrower. Following an increase in the Outstanding Loan Amount, either by the advance of the original principal amount of the loan made thereunder
by the Lender or by as a result of PIK Interest, this Amended and Restated Loan Agreement and Note shall bear interest on such increased Outstanding Loan Amount from and after such date until such amount is paid in full, whether at maturity, upon
acceleration, by prepayment or otherwise. The amount of interest payable hereunder shall be calculated by reference to the actual number of days elapsed on the basis of a 365-day year. Any payment of interest
due and payable on an Interest Payment Date that is not a business day shall be due and payable on the first business day occurring after such Interest Payment Date and interest shall continue to accrue on the principal amount of this Amended and
Restated Loan Agreement and Note until, and shall be due and payable on, such business day. 
 All cash payments of principal and interest
hereunder shall be made in the lawful money of the United States and in immediately available funds. Any and all payments made hereunder shall be first applied to any accrued and unpaid interest and the balance shall be applied to the


  
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Outstanding Loan Amount. The Outstanding Loan Amount may be prepaid at any time in whole or in part without premium or penalty provided that all accrued and unpaid interest hereunder is paid in
full. 
 2. Security. 
  

	 	(a)	 Pledge. As collateral security for the full payment and performance of all obligations of the Borrower
to the Lender under this Amended and Restated Loan Agreement and Note, the Borrower hereby grants the Lender a first priority lien on and security interest in, all of its right, title and interest in EIGHT HUNDRED THOUSAND (800,000) issued and
outstanding shares of the Lender that are owned by the Borrower as of the date hereof (the “MRI Minority Shares”) and all dividends or other income from the MRI Minority Shares, collections thereon or distributions with respect
thereto. 


  

	 	(b)	 Perfection of Pledge. The Borrower shall, from time to time, as may be required by the Lender with
respect to the MRI Minority Shares, promptly take all actions as may be requested by the Lender to perfect the security interest of the Lender in the MRI Minority Shares, so that control of such MRI Minority Shares is obtained and at all times held
by the Lender. All of the foregoing shall be at the sole cost and expense of the Borrower. The Borrower hereby irrevocably authorizes the Lender at any time and from time to time to file in any relevant jurisdiction any financing statements and
amendments thereto that contain the information required by the applicable law of each such jurisdiction for the filing of any financing statement or amendment relating to the MRI Minority Shares, without the signature of the Borrower where
permitted by law. The Borrower agrees to provide all information required by the Lender pursuant to this Section 2(b) promptly to the Lender upon request. 



 

	 	(c)	 Dividends and Voting Rights. The Lender agrees that unless an Event of Default shall have occurred and
be continuing, the Borrower may, to the extent the Borrower has such right as a holder of the MRI Minority Shares, vote and give consents, ratifications and waivers with respect thereto, except to the extent that, in the Lender’s reasonable
judgment, any such vote, consent, ratification or waiver could detract from the value thereof as collateral for this Amended and Restated Loan Agreement and Note or which could be inconsistent with or result in any violation of any provision of this
Amended and Restated Loan Agreement and Note. The Lender agrees that the Borrower may, unless an Event of Default shall have occurred and be continuing, receive and retain all dividends and other distributions with respect to the MRI Minority
Shares. 


  

	 	(d)	 Transfers. The Lender acknowledges and agrees that, notwithstanding the pledge in favor of the Lender in
Section 2(a), the Borrower shall be entitled to sell or offer to sell, dispose of, convey, assign or otherwise transfer the MRI Minority Shares or any interest therein provided that 100% of the net proceeds from such
sale(s) are used to prepay the Outstanding Loan Amount, together with any accrued but unpaid interest thereon, pursuant to Section 3. 



  
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	 	(e)	 Lender Appointed
Attorney-in-Fact. The Borrower hereby appoints the Lender as the Borrower’s
attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from time to time during the continuance of an
Event of Default in the Lender’s discretion to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and
collect all instruments made payable to the Borrower representing any dividend, interest payment or other distribution in respect of the MRI Minority Shares or any part thereof and to give full discharge for the same (but the Lender shall not be
obligated to and shall have no liability to the Borrower or any third party for failure to do so or take action). Such appointment, being coupled with an interest, shall be irrevocable. The Borrower hereby ratifies all that said attorneys shall
lawfully do or cause to be done by virtue hereof. 


  

	 	(f)	 Release of Pledge. The security interest granted hereunder shall terminate automatically (i) upon
payment in full of the obligations of the Borrower hereunder and (ii) with respect to any MRI Minority Shares that are disposed of in a sale transaction for cash (which cash will be used to repay Borrower’s obligations under this Amended
and Restated Loan Agreement and Note pursuant to Section 3 hereof). 


  

	 	(g)	 SECURITY INTEREST ABSOLUTE. The Borrower hereby waives demand, notice, protest, notice of acceptance of
this Amended and Restated Loan Agreement and Note, notice of loans made, credit extended, collateral received or delivered or other action taken in reliance hereon and all other demands and notices of any description. All rights of the Lender and
liens and security interests hereunder, and all obligations of the Borrower hereunder, shall be absolute and unconditional irrespective of: 


  

	 	i.	 any illegality or lack of validity or enforceability of any obligation or Borrower hereunder or any related
agreement or instrument; 


  

	 	ii.	 any change in the time, place or manner of payment of, or in any other term of, the obligations of Borrower
hereunder, or any rescission, waiver, amendment or other modification of this Amended and Restated Loan Agreement and Note or any other agreement, including any increase in the obligations of Borrower hereunder resulting from any extension of
additional credit or otherwise; 


  

	 	iii.	 any taking, exchange, substitution, release, impairment or
non-perfection of any collateral, or any taking, release, impairment, amendment, waiver or other modification of any guaranty, for all or any of the obligations of the Borrower hereunder;



  

	 	iv.	 any manner of sale, disposition or application of proceeds of any collateral or any other collateral or other
assets to all or part of the obligations of the Borrower hereunder; 



  
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	 	v.	 any default, failure or delay, willful or otherwise, in the performance of the obligations of the Borrower
hereunder; 


  

	 	vi.	 any defense, set-off or counterclaim (other than a defense of payment
or performance) that may at any time be available to, or be asserted by, the Borrower against the Lender; or 


  

	 	vii.	 any other circumstance (including, without limitation, any statute of limitations) or manner of administering
the loans granted hereunder or any existence of or reliance on any representation by the Lender that might vary the risk of the Borrower or otherwise operate as a defense available to, or a legal or equitable discharge of, the Borrower or any other
grantor, guarantor or surety. 


 3. Mandatory Prepayments. No later than the fifth business day following the
receipt of any net proceeds in respect of any sale or disposition of MRI Minority Shares by the Borrower, the Borrower shall apply an amount equal to 100% of such net proceeds to prepay the Outstanding Loan Amount, together with any accrued but
unpaid interest thereon. 
 4. Representations and Warranties. The Borrower represents and warrants that: 

 

	 	(a)	 it is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation
and it has the power to own its assets and carry on the activities it conducts; 


  

	 	(b)	 the obligations expressed to be assumed by it in this Amended and Restated Loan Agreement and Note are, subject
to any general principles of law limiting its obligations, legal, valid, binding and enforceable obligations; 


  

	 	(c)	 the entry into and performance by it of, and the transactions contemplated by, this Amended and Restated Loan
Agreement and Note do not and will not conflict with: (i) any law or regulation applicable to it; (ii) its constitutional documents; or (iii) any agreement or instrument binding upon it or any of its assets; 



 

	 	(d)	 it has the power to enter into, perform and deliver, and has taken all necessary action to authorize its entry
into, performance and delivery of, this Amended and Restated Loan Agreement and Note and the transactions contemplated hereby; 


  

	 	(e)	 all authorizations, consents, approvals, registrations and filings (“Authorization”) required
or desirable: (i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in Amended and Restated Loan Agreement and Note; and (ii) to make this Amended and Restated Loan Agreement and Note admissible in
evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect; and 


  

	 	(f)	 the choice of Delaware law as the governing law of this Amended and Restated Loan Agreement and Note will be
recognized and enforced in its jurisdiction of incorporation. Any judgment obtained in Delaware in relation to this Amended and Restated Loan Agreement and Note will be recognized and enforced in its jurisdiction of incorporation.




  
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 5. Covenants. The Borrower undertakes that: 

 

	 	(a)	 it shall promptly: obtain, comply with and do all that is necessary to maintain in full force and effect any
Authorization required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Amended and Restated Loan Agreement and Note and to ensure its legality, validity, enforceability or
admissibility in evidence in its jurisdiction of incorporation; 


  

	 	(b)	 it shall comply in all respects with all laws to which it may be subject, if failure so to comply would
materially impair its ability to perform its obligations under this Amended and Restated Loan Agreement and Note; 


  

	 	(c)	 it shall not permit or suffer to exist any liens on the MRI Minority Shares (except under this Note and
Agreement); and 


  

	 	(d)	 it shall endeavor to dispose of the MRI Minority Shares in one or more sale transactions for cash (which cash
will be used to repay its obligations under this Amended and Restated Loan Agreement and Note pursuant to Section 3 hereof). 



6. Events of Default. The occurrence of any of the following events shall constitute an event of default (“Event of
Default”): 
  

	 	(a)	 the Borrower fails to pay the principal of or interest accrued with respect to this Amended and Restated Loan
Agreement and Note, when and as the same shall become due and payable, and such non-payment continues for a period of more than five business days after receiving a written demand for such payment from the
Lender; 


  

	 	(b)	 the Borrower does not comply with any provision of this Amended and Restated Loan Agreement and Note and such
default continues for a period of thirty days after notice requiring the same to be remedied shall have been given by the Lender to the Borrower; 


  

	 	(c)	 any representation or statement made or deemed to be made by the Borrower in this Amended and Restated Loan
Agreement and Note is or proves to have been incorrect or misleading in any material respect when made or deemed to be made; 


  

	 	(d)	 the Borrower (i) is unable or admits inability to pay its debts as they become due; (ii) suspends
making payments on any of its debts; or (iii) by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness or a moratorium is declared in
respect of any indebtedness of the Borrower; or 



  
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	 	(e)	 a corporate action is filed legally dissolving the Borrower, whether by way of a voluntary liquidation or
otherwise. 


 7. Remedies Upon Event of Default. Upon the occurrence of an Event of Default, so long as the same
may be continuing: 
  

	 	(a)	 Notwithstanding the interest rate specified in the second paragraph of this Amended and Restated Loan Agreement
and Note and other than with respect to an Event of Default described in Sections 6(d) or 6(e), all amounts due and unpaid shall bear interest at a rate equal to the prevailing United States prime rate plus 3.0% per annum.



  

	 	(b)	 The Borrower agrees to pay on demand all costs and expenses, if any (including fees and expenses of counsel),
in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amended and Restated Loan Agreement and Note, including, without limitation, reasonable counsel fees and expenses in connection with the
enforcement of rights under this provision. 


  

	 	(c)	 The Lender may by notice in writing to the Borrower (except in the case of Events of Default described in the
foregoing paragraphs (d) or (e), in which case the following shall be automatic) declare all amounts owing hereunder to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower. 


  

	 	(d)	 Borrower agrees to take any and all appropriate action and to execute any and all documents and instruments
that may be necessary or advisable to perfect and to maintain the perfection and priority of the Lender’s security interest in the MRI Minority Shares. 


  

	 	(e)	 The Lender may, without any other notice to or demand upon the Borrower, assert all rights and remedies of a
Lender under applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the MRI Minority Shares.
If notice prior to disposition of the MRI Minority Shares or any portion thereof is necessary under applicable law, written notice mailed to the Borrower 10 days prior to the date of such disposition shall constitute reasonable notice, but notice
given in any other reasonable manner shall be sufficient. So long as the sale of the MRI Minority Shares is made in a commercially reasonable manner, the Lender may sell such number of the MRI Minority Shares on such terms and to such purchaser(s)
as the Lender in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable




  
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law. Without precluding any other methods of sale, the sale of the MRI Minority Shares or any portion thereof shall have been made in a commercially reasonable manner if conducted in conformity
with reasonable commercial practices of creditors disposing of similar property. At any sale of the MRI Minority Shares, if permitted by applicable law, the Lender may be the purchaser, licensee, assignee or recipient of the MRI Minority Shares and
shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the MRI Minority Shares sold, assigned or licensed at such sale, to use and apply any of the obligations of the Borrower
hereunder as a credit on account of the purchase price of the MRI Minority Shares or any part thereof payable at such sale. The Borrower hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect
to the MRI Minority Shares, whether before or after sale hereunder, and all rights, if any, of marshalling the MRI Minority Shares and any other security for the obligations of the Borrower hereunder or otherwise. At any such sale, unless prohibited
by applicable law, the Lender or any custodian may bid for and purchase all or any part of the MRI Minority Shares so sold free from any such right or equity of redemption. Neither the Lender nor any custodian shall be liable for failure to collect
or realize upon any or all of the MRI Minority Shares or for any delay in so doing, nor shall it be under any obligation to take any action whatsoever with regard thereto. The Borrower agrees that it would not be commercially unreasonable for the
Lender to dispose of all or any portion of the MRI Minority Shares by utilizing internet sites that provide for the auction of assets of the type included in the MRI Minority Shares or that have the reasonable capability of doing so, or that match
buyers and sellers of assets. The Lender shall not be obligated to clean-up or otherwise prepare the MRI Minority Shares for sale. 


 

	 	(f)	 All rights of the Borrower to (i) exercise the voting and other consensual rights it would otherwise be
entitled to exercise pursuant to Section 2(c) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 2(c), shall
immediately cease, and all such rights shall thereupon become vested in the Lender, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as collateral.



  

	 	(g)	 To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire
against the Lender arising out of the exercise by it of any rights hereunder. 


 8. Costs and Expenses. The
Borrower agrees to reimburse the Lender for all reasonable costs and expenses (including reasonable attorney’s fees and expenses) incurred in connection with any legal action to enforce this Amended and Restated Loan Agreement and Note or to
protect the rights of the Lender to receive payment hereunder. 
 9. Governing Law. This Amended and Restated Loan Agreement and Note
shall be governed by, and construed in accordance with, the laws of Delaware without regard to conflicts of law principles. 

  
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 10. Continuing Security Interest; Further Actions. This Amended and Restated Loan
Agreement and Note shall create a continuing first priority lien and security interest in the MRI Minority Shares and shall (a) subject to Section 2(f) and Section 3, remain in full force and
effect until payment and performance in full of the obligations of the Borrower hereunder, (b) be binding upon the Borrower, its successors and assigns, and (c) inure to the benefit of the Lender and its successors, transferees and
assigns; provided that the Borrower may not assign or otherwise transfer any of its rights or obligations under this Amended and Restated Loan Agreement and Note without the prior written consent of the Lender. 

11. Counterparts. This Amended and Restated Loan Agreement and Note and any amendments, waivers, consents or supplements hereto may be
executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to
this Amended and Restated Loan Agreement and Note by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement. This Amended and Restated Loan
Agreement and Note constitute the entire contract among the parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. 

12. Electronic Records and Signature. It is agreed by the parties hereto that, notwithstanding the use herein of the words
“writing,” “execution,” “signed,” “signature,” or other words of similar import, the parties hereto intend that the use of electronic signatures and the keeping of records in electronic form be granted the
same legal effect, validity or enforceability as a signature affixed by hand or the use of a paper-based record keeping system (as the case might be) to the extent and as provided for in any applicable law including the Federal Electronic Signatures
in Global and National Commerce Act or any similar state laws based on the Uniform Electronic Transactions Act. 
 13. No Novation.
This Amended and Restated Loan Agreement and Note amends and restates that certain Loan Agreement and Secured Promissory Note, dated January 26, 2021, made by the Borrower to the Lender in the principal amount equal to Five Million and 00/100
U.S. Dollars (U.S. $5,000,000.00) (the “Prior Loan Agreement and Note”). This Amended and Restated Loan Agreement and Note is issued in substitution for (and not in discharge of) the indebtedness evidenced by the Prior Loan
Agreement and Note. Notwithstanding the amendment and restatement of the Prior Loan Agreement and Note by this Amended and Restated Loan Agreement and Note, the obligations of the Borrower outstanding under the Prior Loan Agreement and Note as
of the date of this Amended and Restated Loan Agreement and Note shall remain outstanding and shall constitute continuing obligations without novation and shall not be deemed to evidence or result in a novation or repayment and reborrowing of such
obligations. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  

  
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 IN WITNESS WHEREOF, the Lender and the Borrower have caused this Amended and Restated Loan Agreement
and Note to be duly executed as of the date set forth below. 
 LENDER: 

MONTAUK RENEWABLES, INC. 
  

					
	 By
	 	 /s/ Kevin A. Van Asdalan

		 	 Name
	 	 Kevin A. Van Asdalan

		 	 Title
	 	 Chief Financial Officer and Treasurer


 BORROWER: 
 MONTAUK
HOLDINGS LIMITED 
  

					
	 By
	 	 /s/ Sean F. McClain

		 	 Name
	 	 Sean F. McClain

		 	 Title
	 	 President and Chief Executive Officer


 Dated: February 22, 2021 

  
 [Signature Page to
Amended and Restated Loan Agreement and Secured Promissory Note]