SW3211202_Lease Agreement_20220223

AMENDED AND RESTATED GROUND LEASE AGREEMENT
THIS AMENDED AND RESTATED GROUND LEASE AGREEMENT (this "Lease") is
made and entered into as of the 17th day of March, 2015 (the "Effective Date"), by and between William
Chad Summerlin (the "Landlord") and Old Pageland-Monroe Road Solar Farm, LLC, a Virginia limited
liability company (the "Tenant").
Landlord and Tenant previously entered into that certain Ground Lease Agreement dated December
11, 2014. Landlord and Tenant hereby agree to amend and restate such lease in its entirety and the same is
hereby superseded by this Lease in its entirety.
WITNESSETH:
In consideration of the rent to be paid to Landlord by Tenant, as hereinafter provided, and of the covenants
and agreements upon the part of Landlord and Tenant to be kept and performed, Landlord hereby leases to
Tenant, and Tenant leases from Landlord, that land located at 919 Old Pageland-Monroe Road, Monroe,
Union County, North Carolina, parcel ID 09-093-009, and being shown on the map attached hereto as
Exhibit A, and by this reference made a part hereof (the "Land"), and all improvements, fixtures, personal
property and trade fixtures now or in the future located thereon, together with all other appurtenances,
tenements, hereditaments, rights and easements pertaining to the Land and the improvements now or in the
future located thereon (the Land, together with the above -described property, improvements and
appurtenances are hereinafter collectively referred to as the "Premises"), to be occupied and used upon the
terms and conditions herein set forth.
1. Term of Lease; Renewal Terms; Termination Rights; Contingencies/Due Diligence.
(a) The term of this Lease (including any extensions or renewals, the "Term") shall commence
on the Effective Date and shall end at 11:59 P.M. local time on the last day of the three hundred and sixty-
ninth (369t1i) full calendar month following the Rent Commencement Date (as hereinafter defined) (the
"Expiration Date"), unless extended or sooner terminated as herein provided.
(b) Tenant shall have the right to extend the initial three hundred and sixty-nine (369) month
Term for up to two (2) additional successive terms of five (5) years each (each a "Renewal Term" and
collectively, the "Renewal Terms") by providing Landlord with written notice of Tenant's desire to extend
the Term for the applicable Renewal Term prior to the Expiration Date (or prior to the expiration of the first
Renewal Term, as applicable).
(c) Tenant shall have the right to terminate this Lease as of the last day of the one hundred
eighty ninth (189t) month after the Rent Commencement Date (the "Termination Date") by providing
Landlord with written notice of such termination on or before the date that is thirty (30) days prior to the
Termination Date. Additionally, Tenant shall have the right to terminate this Lease in the event that its
power purchase agreement, or other agreement under which Tenant provides power generated at the
Premises to a third party, is terminated for any reason whatsoever. Upon a termination of this Lease by
Tenant permitted hereunder, this Lease shall terminate and become null and void, and Tenant shall have no
further obligations hereunder other than those obligations incurred prior to the Termination Date.
(d) If Tenant is unable to satisfy the Contingencies (as defined below) to Tenant's satisfaction
prior to the Rent Commencement Date, or if Tenant otherwise determines that Tenant's leasing of the
Premises is not feasible or desirable for any reason whatsoever, Tenant may terminate this Lease by giving
written notice to Landlord prior to the Rent Commencement Date.
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(e) Prior to the Rent Commencement Date, Tenant shall refine the site layout design and obtain
a survey of the Premises (the "Survey"). The parties agree that the Survey's legal description shall be
incorporated into Exhibit A as if fully set forth therein without amendment to this Lease, and that for
purposes of determining the amount of rent payable hereunder, the size of the Premises as shown on the
Survey, excluding any portions of the Premises located within a public road right-of-way, and any portions
of the Premises that are designated as wetlands areas by the U.S. Army Corps of Engineers or by the North
Carolina Department of Environment and Natural Resources (the "Net Acreage"), shall be binding on the
parties hereto. If requested by Tenant, Landlord shall execute a consent to the foregoing or an amendment
to this Lease expressly incorporating the Survey into Exhibit A as provided in this Section 1(e).
(f) Tenant's obligation to perform hereunder shall be subject to the satisfaction of the
following contingencies (collectively the "Contingencies"): (i) Tenant obtaining all necessary approvals
from state, federal and local authorities required by Tenant to construct its proposed improvements and to
operate the Premises for the Intended Use (as hereinafter defined), (ii) Tenant's review and approval of title
and survey matters with respect to the Premises, the environmental condition of the Premises and the
physical condition of the Land, (iii) Tenant deciding to lease the Premises in lieu of other sites being
considered by Tenant prior to the Rent Commencement Date and (iv) Tenant's review and approval of any
other matters that Tenant deems relevant to determining whether Tenant's leasing of the Premises is
economically and otherwise feasible. As part of Tenant's due diligence, Tenant shall be entitled to conduct
such testing of the Premises as Tenant shall reasonably determine in its sole discretion, including without
limitation, one or more environmental audits, and to physically inspect and review the Premises, which
investigation shall be of such scope as Tenant shall determine.
2. Rent; Rent Commencement Date; Payment Schedule; Rent Escalation.
(a) Beginning on the Rent Commencement Date, annual rent shall equal seven hundred and
fifty dollars ($750) per acre (the "Lease Rate") of the Net Acreage (prorated for any fractional acres, if
any), as determined by the Survey. If Tenant chooses to terminate in accordance with Section 1(d) of this
Lease, no rent shall be due or payable.
(b) As used herein, and subject to the terms of this Section 2(c), the term "Rent
Commencement Date" shall be the \date that Tenant commences construction of its intended
improvements on the Premises to operate a solar photovoltaic power array for the generation of electric
power (the "Intended Use").
(c) Payment Schedule
(i) Annual rent during the Term shall be payable on a bi-annual basis.
(ii) The first rent payment will be due on the Rent Commencement Date and
shall equal the Lease Rate, prorated for the number of days from the Rent Commencement Date until the
following January 15 or July 15, whichever is first in time after the Rent Commencement Date.
(iii) The second payment of rent will be on either July 15 or January 15,
whichever is first in time after the Rent Commencement Date ("Second Rent Payment Date") and shall
equal half of the Lease Rate.
(iv) Subsequent payments of rent will be due every six (6) months after the
Second Rent Payment Date.
(d) Lease Escalation
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(i) Beginning on the sixteenth anniversary of the Rent Commencement Date,
the Lease Rate shall increase by five percent (5%) over the Lease Rate in effect during the preceding fifteen
years. Beginning on the twenty-first anniversary of the Rent Commencement Date, the Lease Rate shall
increase by six percent (6%) over the Lease Rate in effect during the preceding five years. Beginning on
the twenty-sixth anniversary of the Rent Commencement Date, the Lease Rate shall increase by seven
percent (7%) over the Lease Rate in effect during the preceding five years.
(ii) Beginning on the first day of each year of each Renewal Term, if
applicable, the Lease Rate shall increase by two percent (2%) over the Lease Rate in effect during the
preceding year.
(e) If any overdue installment of rent is not received by Landlord within fifteen (15) days after
Landlord provides Tenant written notice of the delinquency, Tenant will pay a late fee to Landlord in the
amount of five percent (5%) of the unpaid delinquent rent amount.
Utilities. During the Term, Tenant shall pay for all public utilities used in the Premises by
Tenant.
4. Crops. Prior to the Rent Commencement Date, Landlord may plant farm crops or enter into
a lease for the planting of farm crops on the Premises. If (and only if) Landlord provides written notice to
Tenant prior to planting such crops, including in such notice the estimated date(s) of harvest, then the Rent
Commencement Date shall be delayed until the earlier of (a) such time as the crops actually planted on the
Premises are harvested or (b) the date one (1) year following the date of Landlord's notice (the "Harvest
Date"); provided, however that Tenant may commence construction of improvements on the Premises at
any time prior to the Harvest Date upon prior written notice to Landlord, in which case Tenant shall
commence payment of annual rent in accordance with Section 2 above, and shall pay the owner of the crops
an amount equal to the fair market value of that portion of the crops which cannot reasonably be harvested
less the reasonable cost of harvesting such crops.
5. Alterations. Tenant may, at its expense, demolish any existing improvements on the
Premises, and make any alterations, additions, improvements and changes to the Premises that it deems
reasonably necessary in the operation of its business without the consent of Landlord, including without
limitation installation of fencing, security devices and/or signage; provided that such alterations, additions,
improvements or changes are made in compliance with applicable laws. Landlord agrees to sign any permit
applications and to take all such other actions as are reasonably required to allow Tenant to accomplish any
such alterations, additions, improvements and changes to the Premises. Any and all improvements
constructed on the Premises by or for Tenant, and all machinery, fixtures, trade fixtures, furniture,
equipment, and other personal property installed or placed in the Premises by or for Tenant (collectively,
"Tenant's Property"), shall, regardless of the manner of attachment to the Premises or the improvements
thereon, be and at all times remain the property of Tenant, and shall be removed at Tenant's expense by it
at the expiration or earlier termination of this Lease. Landlord shall not directly or indirectly cause, create,
incur, assume or suffer to exist any mortgage, lien, security interest or other encumbrance or claim on or
with respect to Tenant's Property or any interest thereon. Landlord hereby waives all rights to distraint,
possession or statutory, common law or landlord's lien against Tenant's Property or any part thereof.
Tenant's Property shall not be deemed to be permanent fixtures (even if permanently affixed to the Premises
or Landlord's adjacent property) and shall be deemed to be personal property within the meaning of Article
9 of the Uniform Commercial Code of the State of North Carolina regardless of the manner of attachment
to the Premises and/or to Landlord's adjacent property.
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6. Use and OccupancX. Tenant shall be entitled to use the Premises for the Intended Use,
and/or any other uses permitted by law. Landlord shall deliver sole and exclusive possession of the
Premises to Tenant on the Effective Date, subject only to the rights of Landlord and/or its farm tenant to
plant and harvest crops in accordance with Section 4 above.
7. Termination of Lease. Prior to the expiration or earlier termination of this Lease Tenant
shall restore the Land (and any other land of Landlord impacted by Tenant's use of the Premises) to
substantially its condition as of the Effective Date using prudent engineering practices and removing
Tenant's Property (including, without limitation, all fencing, roads, solar panels and mounting, and other
improvements or alterations) and any electrical or communication or other utility poles, lines and
connections (unless such lines and connections are used in connection with other property owned by
Landlord and Landlord gives written notice to Tenant at least ninety (90) days prior to the expiration or
earlier termination of the Lease identifying the specific lines and connections to remain on the Premises).
The removal and restoration shall be completed in a manner that does not materially and adversely affect
the use of the Premises for farming purposes. Notwithstanding the foregoing, Tenant shall not be obligated
to restore any improvements demolished and removed from the Premises as permitted under Section 5.
8. Insurance.
(a) Tenant may, after its improvements are completed, keep such improvements insured
against loss or damage by fire, windstorm, earthquake and similar hazards.
(b) Beginning on the Rent Commencement Date, Tenant, at its sole cost and expense shall
keep or cause to be kept for the mutual benefit of Tenant and Landlord, Commercial General Liability
Insurance (1986 ISO Form or its equivalent) with a combined single limit, each Occurrence and General
Aggregate -per location of at least One Million Dollars ($1,000,000.00), which policy shall insure against
liability of Tenant, arising out of an in connection with Tenant's use of the Premises, and which shall insure
the indemnity provisions contained in this Lease.
(c) Tenant's insurance policies required by this Lease shall: (i) be issued by insurance
companies licensed to do business in North Carolina with a general policyholder's ratings of at least A- and
a financial rating of at least VI in the most current Best's Insurance Reports available on the
Commencement Date; (ii) name Landlord as additional insured as its interest may appear; (iii) provide that
the insurance not be canceled, non -renewed or coverage materially reduced unless thirty (30) days advance
notice is given to Landlord; (iv) be non -assessable primary policies, and non-contributing with any
insurance that Landlord may carry; (v) provide that any loss shall be payable notwithstanding any
negligence of Landlord or Tenant which might result in a forfeiture of such insurance or the amount of
proceeds payable; and (vi) have no deductible exceeding Ten Thousand Dollars ($10,000.00), unless
approved in writing by Landlord.
Taxes.
(a) Tenant shall pay when due all ad valorem taxes and assessments of any kind or nature
which may be imposed upon the Land or Premises following the Rent Commencement Date by applicable
governmental entities, including, without limitation, all improvements made to the Land by Tenant or upon
any other property installed in or brought onto the Premises by Tenant; provided, however, that if the
Premises are a part of a larger tax parcel owned by Landlord, (i) such taxes shall be equitably apportioned
as to Landlord and Tenant based on the land value and the improvements located on the Premises and on
the remainder of the tax parcel, and (ii) if Landlord fails to pay such taxes prior to delinquency, Tenant
shall have the right to pay such taxes and, in addition to any other remedy available at law or in equity, to
deduct all costs thereof from rent due or coming due under the Lease.
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(b) In the event that Tenant's use of the Premises for the Intended Use causes an increase in
taxes on any other property owned by Landlord, any such increased taxes for such other property shall be
paid solely by Landlord. Furthermore, in the event that the Premises are a part of a larger tax parcel owned
by Landlord and ad valorem taxes on such tax parcel increase as a result of Tenant's use of the Premises
for the Intended Use, the increased taxes resulting from such change of use shall be equitably apportioned
as to Landlord and Tenant in a pro-rata manner such that Tenant is responsible only for such costs as they
relate to the Premises.
(c) Additionally, in the event that Tenant's use of the Premises for the Intended Use causes the
Premises to lose its classification as "agricultural land" under Section 105-277.2 of the North Carolina
General Statutes, and the loss of such classification triggers the required payment of "rollback taxes"
imposed due to the change in use, then Tenant shall reimburse Landlord for the amount of such rollback
taxes, together with any related interest or penalties (other than interest or penalties imposed for late
payment of such taxes by Landlord). However, in the event that Tenant's use of the Premises for the
Intended Use triggers the obligation to pay rollback taxes, penalties, or interest on any other property owned
by Landlord (including, if applicable, the remainder of the tax parcel of which the Premises are a part), any
such rollback taxes, penalties, or interest for such other property shall be paid solely by Landlord. In the
event that the Premises are a part of a larger tax parcel owned by Landlord and rollback taxes become
payable on the entire tax parcel as a result of Tenant's use of the Premises for the Intended Use, the rollback
taxes, together with any related interest or penalties shall be equitably apportioned as to Landlord and
Tenant in a pro-rata manner such that Tenant is responsible only for such costs as they relate to the Premises.
10. Fire or Other Casualty. In the event that the Premises, the improvements thereon, or any
portions thereof, are damaged by fire or other casualty during the Term, and if in Tenant's sole judgment,
the damage is of such nature or extent that it is uneconomical to repair and restore the Premises or the
improvements thereon, as the case may be, Tenant may terminate this Lease by written notice to Landlord.
The proceeds of any casualty insurance policy maintained by Tenant shall be payable to Tenant.
11. Condemnation.
(a) In the event that the whole of the Premises shall be taken under the exercise of the power
of eminent domain or by agreement with any condemnor in lieu of such taking, or such portion thereof that,
in Tenant's judgment, the remainder of the Premises is not suitable for Tenant's purposes (herein called a
"Total Taking"), then this Lease shall terminate as of the earlier of the date when title thereto vests in the
condemnor or the date when possession thereof shall be delivered to the condemnor.
(b) In the event that a portion or portions of the Premises shall be taken under the exercise of
the power of eminent domain or by agreement with any condemnor in lieu of such taking, and such taking
does not constitute a Total Taking (herein called a "Partial Taking"), then this Lease, only as to the portion
or portions so taken, shall terminate as of the date possession thereof shall be delivered to the condemnor,
but otherwise this Lease shall remain in full force and effect. In the case of a Partial Taking, the rent payable
under this Lease after possession of the portion so taken shall be equitably reduced based on the acreage so
taken and Tenant's loss of use of the remainder of the Premises. In the event of any Partial Taking, the
condemnation award given to either Landlord or Tenant shall be paid first to Tenant to restore the
improvements on the Premises to a complete operational unit.
(c) In the event that Landlord and Tenant are unable to obtain separate awards with respect to
their respective interests in the Premises, then, the single award shall be fairly and equitably apportioned
between Landlord and Tenant. The portion of the award to be received by Landlord shall be based upon
the taking of or injury to the fee simple estate in the Land, but not the improvements thereon. The portion
of the award to be received by Tenant shall be based upon the taking and reduction of Tenant's leasehold
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estate created by this Lease, the taking of any improvements constructed or placed by Tenant on the Land,
loss or interruption of Tenant's business and the cost of any restoration or repair necessitated by such taking
or condemnation. Notwithstanding the foregoing, however, in the event Tenant exercises its right to
terminate this Lease under this Section, then Tenant shall first receive all condemnation proceeds until
Tenant has received an amount equal to the appraised value of the improvements made to the Land by
Tenant prior to the taking. Tenant shall have the right to participate, at its own expense, in any such
condemnation proceedings and to negotiate on behalf of itself and Landlord in such proceedings, and
Landlord agrees to cooperate with Tenant and to execute such documentation as may be reasonably
necessary to allow Tenant to participate in such condemnation proceedings. Neither Landlord nor Tenant
shall enter voluntarily into any binding agreement or settlement related to a Total Taking or a Partial Taking
without the prior consent of the other party, which consent shall not be unreasonably withheld, conditioned
or delayed.
12. Maintenance and Repairs. Tenant shall be responsible for the repair and maintenance of
the entire Premises, including any portion of the Premises located outside of the proposed fenced area.
13. Default. In the event of a material breach of representations or warranties of either party
or the failure of either party to comply with any term, covenant or condition of this Lease for a period of
thirty (30) days after the defaulting party's receipt of written notice from the other parry of such failure
(provided, however, if such failure cannot reasonably be cured within such thirty (30) day period, the
defaulting party shall not be in default hereunder if it commences to cure within such thirty (30) day period
and prosecutes the cure to completion in good faith and with due diligence), then the defaulting party shall
be deemed in default hereunder and the other party may, at its option, pursue any and all remedies available
to such party at law or in equity. In the event of a default hereunder, the non -defaulting party will take
commercially reasonable measures to mitigate its damages.
14. Binding Effect; Assiwment and Subletting. This Lease shall be binding upon and inure to
the benefit of the parties hereto and their legal representatives, successors and assigns. Tenant may assign
this Lease, in whole or in part, or sublet the Premises, or any part thereof, without Landlord's prior consent.
Tenant shall notify Landlord within a reasonable time after such an assignment or subletting.
If Tenant assigns its entire interest in this Lease to a party that expressly assumes in writing all
obligations of Tenant under this Lease arising after the effective date of the assignment, Tenant shall be
released or discharged from all of its covenants and obligations under this Lease, except such obligations
as shall have accrued prior to the effective date of any such assignment or transfer; and Landlord agrees to
look solely to Tenant's assignee for performance of such obligations.
Landlord shall not transfer the fee interest in the Premises unless the assignee assumes all of
Landlord's obligations under this Lease, any easements granted to Tenant (as applicable) and any consents
granted to Tenant's lenders. Landlord shall provide written notice to Tenant at least 10 days prior to any
proposed transfer of its fee interest in the Premises.
15. Indemnifications. Except to the extent caused by Landlord, its agents, servants or
employees ("Landlord Parties"), Tenant agrees to indemnify and hold Landlord and the Landlord Parties
harmless from any and all damages or claims which any Landlord Party may be compelled to pay on account
of third party claims due to injuries to person or property on the Premises where the aforesaid injuries are
caused by the negligence or willful misconduct of Tenant, its owners, agents, servants or employees
("Tenant Parties"), or by Tenant's breach of this Lease. Except to the extent caused by Tenant or the
Tenant Parties, Landlord agrees to indemnify and hold Tenant and the Tenant Parties harmless from any
and all damages or claims which any Tenant Party may be compelled to pay on account of third party claims
due to injuries to person or property on the Premises or Landlord's other property where the aforesaid
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injuries are caused by the negligence or willful misconduct of Landlord or the Landlord Parties, or by
Landlord's breach of this Lease.
16. Quiet Enjoy. Landlord covenants and warrants that as long as Tenant is not in default
under the terms and conditions of this Lease (beyond any applicable notice and cure periods), it will defend
the right of possession to the Premises in Tenant against all parties whomsoever for the entire term hereof,
and that Tenant shall have peaceable and quiet possession of the Premises during the Term without
hindrance or molestation.
17. Hazardous Substances.
(a) Landlord and the Landlord Parties have not and, to the best of Landlord's
knowledge, Landlord's tenants and predecessors in title have not used, manufactured, stored or released
Hazardous Substances on, in or under the Premises or Landlord's other property adjacent or near the
Premises. Except as set forth in Section 17(c) below, Tenant is not responsible for any Hazardous
Substances at the Premises. If either party obtains knowledge of the existence of any Hazardous Substances
on the Premises, such party will immediately notify the other party of such fact and Landlord shall take the
necessary measures required to ensure that the Hazardous Substances are remediated or rendered harmless.
(b) To the fullest extent permitted by law and subject to Section 17 (c), Landlord shall
indemnify, defend and hold harmless Tenant and the Tenant Parties, from and against any and all claims,
losses, damages, liabilities and expenses, including attorneys' fees and expenses, arising out of or resulting
from the presence, removal or remediation of Hazardous Substances at the Premises.
(c) Notwithstanding the preceding provisions of this Section 17, Landlord is not
responsible for Hazardous Substances introduced to the Premises by Tenant or any Tenant Parties. Tenant
shall indemnify, defend and hold harmless Landlord and its owners, agents, servants or employees from
and against all claims, losses, damages, liabilities and expenses, including attorneys' fees and expenses,
arising out of or resulting from those Hazardous Substances introduced to the Site by Tenant or any Tenant
Parties.
"Hazardous Substances" means any hazardous or toxic substances, materials and wastes,
pollutants, and contaminants which are regulated or are classified as hazardous or toxic by any
governmental authority having jurisdiction over the Premises, including, but not limited to, those substances
included in the definitions of hazardous substances, hazardous materials," "Toxic Substances," "Hazardous
Waste," "Solid Waste," "Pollutant," or "Contaminant" in any applicable federal, state, local or other
applicable law pertaining to public or worker health, welfare or safety or the environment.
18. Waiver. The waiver by any party of any breach of any covenant or agreement herein
contained shall not be deemed to be a waiver of any subsequent breach of the same or any other covenant
or agreement herein contained.
19. Possession After Termination. If Tenant shall fail to vacate and surrender the possession
of the Premises at the termination of this Lease, Landlord shall be entitled to recover from Tenant rent in
an amount equal to one hundred twenty-five percent (125%) of the amount of rent payable hereunder for
the period, prorated on a daily basis, from the termination of this Lease until the date the Premises are
vacated and surrendered.
20. Notices. All notices, elections, demands, requests, payments and other communications
hereunder shall be in writing, signed by the party making the same and shall be sent by certified or registered
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United States mail, postage prepaid, or by national overnight courier service which provides tracking and
acknowledgement of receipts, addressed to:
To Landlord: William Chad Summerlin
PO Box 3263
Monroe, NC 281 1 1
014 FMe("A- W 1VL o t; coact Solar Fa VVO I aC
To Tenant: c 10 Cy Press C*eeIL ge w w4loWl 1,L(,
32so Oceavi Fa.r1L J3mJev1xrci1 Suite 355'
Sa iA Rovtica, CA- gogos
AI N' 6evtcntl Cau,nsti
or at such other address as may hereafter be designated in writing by either party hereto. The time and date
on which mail is postmarked shall be the time and date on which such communication is deemed to have
been given.
21. Memorandum of Lease. Landlord and Tenant agree that this entire Lease shall not be
recorded. However, promptly after the full execution of this Lease, Landlord and Tenant shall execute and
record (to be recorded at Tenant's expense) a memorandum of this lease, specifying the Effective Date, the
Expiration Date, the Renewal Terms granted herein, the easements granted herein, the rights granted to
Finance Parties herein and such other provisions hereof as required by Iaw or as the parties may mutually
agree to incorporate therein, which memorandum of lease shall be in form sufficient to publish notice and
protect the validity of this Lease and Tenant's rights hereunder. The memorandum of lease shall be
recorded in the Register of Deeds in the County in which the Land is located.
22. Governing Law. This Lease shall be construed and enforced in accordance with the laws
of the State of North Carolina.
23. Invalidi1y of Particular Provisions. If any term or provision of this Lease shall to any extent
be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each other term
and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.
24. Non -Disturbance Agreement. No later than the Rent Commencement Date, Landlord shall
provide to Tenant an agreement, in form and substance acceptable to Tenant, from any and aII current
beneficiaries of mortgages: deeds of trust, or any other holders of liens on or superior interests in the Land
or any portion thereof, whereby such beneficiaries and lienholders agree not to disturb Tenant's rights under
this Lease.
25. Landlord's Re resentations Warranties and Covenants. Landlord hereby agrees with, and
warrants and represents to Tenant as follows: (i) Landlord is the owner of the Premises with full right and
authority to execute this Lease and to lease the Premises to Tenant in accordance with the terms hereof
without the consent or joinder of any other party; (ii) the Premises are free from environmental
contamination of any sort and comply with any and all applicable laws, rules, regulations and recorded
documents; (iii) Landlord has not received any notice of condemnation, zoning change or legal
noncompliance relating to the Premises; (iv) all utilities required for the operation of the Premises for the
Intended Use are available in sufficient quantities at the boundary line of the Land (the primary utility
needed for the site is power with sufficient capability for the sale of the power contemplated with the
proposed use as a solar energy electric system); (v) Landlord will not institute or consent to any rezoning
of the Premises during the Term without the prior written consent of Tenant; (vi) Landlord shall not further
encumber the title to the Premises during the Term; (vii) Landlord shall not impair and shall not cause or
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permit any property owned or controlled by Landlord in the vicinity of the Premises, or any uses or
improvements thereon, to impair Tenant's use of the Premises (for example, and without limiting the
generality of the foregoing, Landlord shall not cause or permit any cell towers, water towers, billboards,
silos or any other structures to be placed or constructed thereon that may obstruct the sunlight that otherwise
would reach the Premises, or that may cast shade or shadows upon the Premises or any portion thereof);
(viii) the Premises are free from any recorded or unrecorded use or occupancy restrictions or declarations
of restrictive covenants; (ix) there are no service or maintenance contracts affecting the Premises; (x) there
are no delinquent or outstanding assessments, liens or other impositions levied or assessed against the
Premises or the larger property of which the Premises are a part; (xi) except for this Lease, there are no
leases, options to purchase, license agreements or other third party rights to use or possess the Premises,
whether written or oral, recorded or unrecorded; (xii) Landlord is not in the hands of a receiver nor is an
application for such a receiver pending; (xiii) Landlord has made no assignment for the benefit of creditors,
nor filed, or had filed against it, any petition in bankruptcy; and (xiv) within five (5) days after the full
execution of this Lease, Landlord shall provide copies of the following to Tenant: any notices of any statute
or code violation pertaining to the Premises; all "Phase I" and other environmental assessment reports for
the Premises in Landlord's possession or control; Landlord's most recent survey and title insurance policy
relating to the Premises; any governmental permits for the Premises and any other documentation in
Landlord's possession relating to the Premises.
26. Brokerage Commission. Neither Landlord nor Tenant knows of any real estate brokers or
agents who are or may be entitled to any commission or finder's fee in connection with this Lease. Each
party hereto agrees to indemnify, defend and hold the other party harmless from and against any and all
claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation,
fees for legal counsel and costs) with respect to any leasing commission or equivalent compensation alleged
to be owing on account of such party's discussions, negotiations and/or dealings with any real estate broker
or agent.
27. Easements, Assistance.
(a) Tenant is hereby authorized to grant such easements across, under and over the Premises
(and/or across any adjacent property owned by Landlord) as are reasonably necessary for rights of way,
ingress and egress and for the installation, construction, maintenance, repair and replacement of utility lines
serving the Premises, including without limitation any such easements required to connect the Premises to
a receiver of electric power generated at the Premises. Landlord covenants and agrees that Landlord shall,
upon the request of Tenant, join in the execution of any such easement.
(b) Without limiting the rights set forth elsewhere in this Lease, Landlord hereby grants to
Tenant and Tenant's successors and assigns, the following easements during the Term of this Lease
(collectively, the "Easements") for the benefit of and for purposes incidental to Tenant's operations at the
Premises and to Tenant's Property and to property improvements by Tenant that are developed, installed,
constructed and/or operated at the Premises, Landlord's adjacent property or on other property to be
acquired by leasehold or by fee purchase, by or on behalf of Tenant, as a single integrated solar energy
system to collect, generate, convert and deliver electrical power to purchasers of such power, and for the
benefit of and for purposes incidental to Tenant's operations at the Premises, and for activities and projects
of Tenant on lands other than the Premises:
(i) An exclusive easement to use, convert, maintain and capture the free and
unobstructed flow of solar energy resources over and across the Premises and Landlord's adjacent property;
(ii) The right to utilize, on a nonexclusive basis, any access, utility, water,
communication, sewer, septic, transmission or other easements, rights of way or licenses already held by
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or benefitting Landlord over, under or across or benefitting the Premises and/or the Landlord's adjacent
property, which Tenant determines could be used for the benefit of Tenant's operations at the Premises, as
permitted by the instruments evidencing such rights and other applicable laws;
(iii) Nonexclusive easements on, over, across, under and through the
Landlord's adjacent property to install and maintain power, water, communications, sewer, transmission
lines and facilities and all other utilities lines and facilities as may be necessary or beneficial in connection
with the development, construction, use, operation and maintenance of the Tenant's Property;
(iv) Nonexclusive easements for access to and from the Premises, over and
across the Landlord's adjacent property, including for vehicular and pedestrian ingress, egress and access
to and from the Tenant's Property or any part thereof located at the Premises, whether by means of roads
and lanes previously existing on the Landlord's adjacent property or otherwise by such roads and lanes as
Tenant may construct on the Landlord's adjacent property from time to time; and
(v) An easement over, under and across the Landlord's adjacent property for
audio, visual, view, light, flicker, noise, vibration and any other effects attributable to Tenant's operations
at the Premises.
(c) Landlord agrees to execute and record any easements or other documentation reasonably
requested by Tenant to effectuate any of the foregoing rights of Tenant provided for in this Section 27.
(d) Landlord agrees to sign any applications or other documents, and to take all such other
actions, as are reasonably required to allow Tenant to obtain any reasonable re -zonings, variances or other
approvals required by Tenant to operate the Premises for the Intended Use.
28. Access. Tenant, and Tenant's agents, guests, subtenants and designees shall have access
to the Premises at all times during the Term. Neither Landlord nor any agent of Landlord shall, without a
Tenant representative, enter upon any portion of the Premises except as specifically permitted hereunder.
29. Confidentiality. Landlord acknowledges that Landlord may become privy to confidential
information of Tenant, in addition to information regarding the terms of this Lease. Landlord therefore
agrees to take all steps to ensure that any information with regard to Tenant, Tenant's proposed use of the
Land and improvements thereon and/or to this transaction, shall remain confidential and shall not be
disclosed or revealed to outside sources by Landlord or by its employees, officers, agents, counsel,
accountants or representatives except when reasonably necessary. The provisions of this paragraph shall
survive termination of this Lease.
30. Estoppel. Within fifteen (15) business days after written request therefor by Tenant,
Landlord agrees to deliver a certificate to Tenant, Tenant's lender (if applicable) and any proposed
purchaser of the Premises (if applicable), in a commercially reasonable form (subject to reasonable
modification by any applicable purchaser or Tenant's Lender) to Tenant's lender or to any proposed
purchaser and/or to Tenant setting forth the terms of the Lease, the absence of default thereunder, and such
other reasonable terms requested by Tenant, lender or purchaser. In the event Landlord fails to respond
within such fifteen (15) business day period, then, in addition to such failure constituting an event of default,
all matters set forth in the estoppel certificate shall be deemed to be true, accurate and complete.
31. Provisions Benefitting Lenders and Finance Parties.
(a) Landlord may enter into financing arrangements with third -party finance providers (each a
"Landlord's Lender") with respect to Landlord's interests in and to the Premises and Landlord's adjacent
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property; provided however, that prior to executing any mortgage, lien or financing on the Premises or
Landlord's adjacent property, Landlord shall deliver to Tenant a Subordination and Non -Disturbance
Agreement from each party that holds (or will hold) a lien on any portion of the Premises, or has other
rights, that might interfere with Tenant's rights under this Lease. All Subordination and Non -Disturbance
Agreements obtained by Landlord pursuant to this Section 31(a) shall be in a form reasonably acceptable
to Landlord, Tenant and any Finance Party (defined in Section 31(b)), and shall be in a form that may be
recorded following its execution. "Subordination and Non -Disturbance Agreement" shall mean an
agreement between Tenant, Landlord and the holder of a lien on any portion of the Premises that provides,
among other things, that the holder of the lien shall (i) subordinate the lien to Tenant's interest under this
Lease, (ii) agree not to disturb Tenant's possession or rights under this Lease so long as Tenant is not in
default under this Lease; (iii) Tenant shall attorn to any Finance Party who succeeds to the interest of
Landlord under this Lease and all rights and obligations under this Lease shall continue as though the
interest of Landlord had not terminated; and (iv) notice shall be provided to Tenant and any other Finance
Party of defaults under the lien documents. Each party also agrees to execute and deliver to the other party,
reasonable estoppel certificates or other documents reasonably necessary to satisfy a Finance Party of the
other party.
(b) Landlord recognizes that Tenant may enter into a financing arrangement for the Tenant's
Property with a finance provider (whether they are affiliates of or third parties to Tenant) in connection
with a financing (which term shall include any refinancing), including a tax equity financing or a financing
by sale -and -leaseback in which the lender acquires a lien of record covering Tenant's leasehold estate
hereunder (each, a "Finance Party"). Such financing arrangements with a Finance Party may include but
shall not limited to the granting of a leasehold deed of trust encumbering the leasehold estate created by
this Lease (the "Leasehold Estate"). A Finance Party holding a leasehold deed of trust encumbering the
Leasehold Estate is referred to herein as a "Leasehold Mortgagee". Landlord agrees to reasonably
cooperate with Tenant's financing of Tenant's Property, including, but not limited to, the following:
(i) Landlord agrees to provide written notice to a Finance Party, provided that
Landlord shall have previously received written notice of a Finance Party's designated address, of any
default of Tenant under the Lease. In the event that Tenant fails to cure the default after any required notice
and within the cure period set forth above, Landlord shall provide the Finance Parties with written notice
that Tenant has failed to cure the default. All Finance Parties shall have a period of at least thirty (30) days
from receipt of the second notice to cure with respect to any monetary default and at least sixty (60) days
from receipt of the second notice with respect to any non -monetary default, to cure any default by Tenant
under the Lease; provided that in no event shall any Finance Party be obligated to cure any such default,
and provided further that such sixty (60)-day period shall be extended for the time reasonably required to
complete such cure (not to exceed 180 days), including the time required for the Finance Party to perfect
its right to cure such non -monetary default by obtaining possession of the Premises (including possession
by a receiver) or by instituting foreclosure proceedings, provided the Finance Party acts with reasonable
and continuous diligence. The Finance Party shall have the absolute right to substitute itself for Tenant and
perform the duties of Tenant hereunder for purposes of curing such defaults. Landlord expressly consents
to such substitution, agrees to accept such performance, and authorizes the Finance Party (or its employees,
agents, representatives or contractors) to enter upon the Premises to complete such performance with all
the rights, privileges and obligations of the original Tenant hereunder. Landlord shall not, and shall have
no right to, terminate this Lease prior to expiration of the cure periods available to a Finance Party as set
forth above.
(ii) Subject to the terms and conditions hereof, Landlord hereby waives any
lien, security interest, or claim of any nature that Landlord now has or may hereafter have by statute, rule,
regulation, common law, agreement or otherwise, in and to Tenant's Property and other of Tenant's
property that is or may be from time to time hereafter located at the Premises and/or the Landlord's adjacent
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property, if any, and to which Tenant at any time has granted or will grant a security interest to Finance
Party (all such property and the records relating thereto shall be hereafter called the "Collateral") to the
lien of Finance Party. Landlord recognizes and acknowledges that any claim or claims ("Claims") that
Finance Party has or may have against such Collateral by virtue of any lien or security interest are superior
to any lien, security interest, or claim of any nature that Landlord now has or may hereafter have to such
Collateral by statute, rule, regulation, common law, agreement or otherwise. The waiver provided for
herein shall be effective until the discharge of the Claims. Landlord further agrees to notify any purchaser
of the Premises and/or the Landlord's adjacent property and any subsequent mortgagee or other
encumbrance holder of the existence of the foregoing waiver of Landlord's lien rights, which shall be
binding upon the executors, administrators, successors and transferees of Landlord, and shall inure to the
benefit of the successors and assigns of Finance Party. Landlord agrees to execute such documents as may
be reasonably required by Finance Party to evidence the foregoing subordination.
(iii) Landlord consents to Finance Party's security interest in the Collateral and
waives all right of levy for rent and all claims and demands of every kind against the Collateral, such waiver
to continue so long as any sum remains owing from Tenant to the Finance Party. Landlord agrees that the
Collateral shall not be subject to distraint or execution by, or to any claim of, Landlord.
(iv) Landlord hereby irrevocably agrees and consents to refrain from taking
any action to bar, restrain or otherwise prevent Finance Party from the Premises and the Landlord's adjacent
property for the purpose of inspecting the Collateral.
(v) Landlord shall not agree to any material amendment, mutual termination
or modification or accept any surrender of this Lease, nor shall any such amendment, termination,
modification or surrender be effective, without the written consent of Finance Party, which consent the
Finance Party may grant, condition or withhold in its reasonable discretion if Finance Party determines in
its reasonable discretion that any such amendment, termination, modification or surrender impairs or may
impair Finance Party's interest. This provision is for the benefit of and enforceable by any Finance Party,
and each Finance Party is an express third party beneficiary of the provisions of this Section 31.
(vi) In the event Tenant acquires fee ownership of the Property, or in the event
of Tenant's voluntary surrender of the leasehold estate, there shall be no merger of the leasehold estate
created by this Lease with the fee without the prior written consent of all Finance Parties, which consent
may be granted, conditioned or withheld in Finance Parties' sole discretion.
(vii) A Leasehold Mortgagee shall have the right, subject to the terms and
conditions of this Lease: (a) to assign its security interest; (b) to enforce its lien and acquire title to the
Leasehold Estate by any lawful means; (c) to take possession of and operate the Tenant's Property, the
Leasehold Estate or any portion thereof and to perform all obligations to be performed by Tenant hereunder,
or to cause a receiver to be appointed to do so; and (d) to acquire the Leasehold Estate by foreclosure or by
an assignment in lieu of foreclosure and thereafter to assign or transfer the Leasehold Estate to a third party.
Landlord's consent shall not be required for the acquisition of the encumbered Leasehold Estate or
subleasehold estate by a third party who acquires the same by or subsequent to foreclosure or assignment
in lieu of foreclosure.
(viii) During any period of possession of the Premises by a Leasehold
Mortgagee (or a receiver requested by such Leasehold Mortgagee) and/or during the pendency of any
foreclosure proceedings instituted by a Leasehold Mortgagee, the Leasehold Mortgagee shall pay or cause
to be paid all other monetary charges payable by Tenant hereunder which have accrued and are unpaid at
the commencement of said period and those which accrue thereafter during said period. Following
acquisition of Tenant's Leasehold Estate by the Leasehold Mortgagee or its assignee or designee as a result
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Old Pageland-Monroe Road Solar Farm, LLC (Chad Summerlin) Lease — 03/17/2015

of either foreclosure or acceptance of an assignment in lieu of foreclosure, or by a purchaser at a foreclosure
sale and subject to the provisions of Section 31(b)(vii) above, this Lease shall continue in full force and
effect and the Leasehold Mortgagee or party acquiring title to Tenant's Leasehold Estate shall, within thirty
(30) days, commence the cure of all defaults hereunder and thereafter diligently process such cure to
completion.
(ix) Neither the bankruptcy nor the insolvency of Tenant shall be grounds for
terminating this Lease as long as the rent and all other obligations of Tenant hereunder are paid or performed
by or on behalf of Tenant or the Leasehold Mortgagee in accordance with the terms of this Lease. Nothing
herein shall be construed to extend this Lease beyond the Term or to require a Leasehold Mortgagee to
continue foreclosure proceedings after the default has been cured. If the default is cured and the Leasehold
Mortgagee discontinues foreclosure proceedings, this Lease shall continue in full force and effect.
(x) If this Lease terminates because of Tenant's default or if the Leasehold
Estate is foreclosed, Landlord shall, upon written request from any Leasehold Mortgagee within ninety (90)
days after such event, enter into a new lease agreement for the Premises, on the following terms and
conditions:
(1) The term of the new lease agreement shall commence on the date
of termination or foreclosure and shall continue for the remainder of the term of this Lease, at the same fees
and payments and subject to the same terms and conditions as set forth in this Lease.
(2) The new lease agreement shall be executed within thirty (30) days
after receipt by Landlord and, if applicable, Landlord's Finance Party of written notice of the Leasehold
Mortgagee's election to enter into a new lease agreement, provided said Leasehold Mortgagee: (i) pays to
Landlord all fees and payments and other monetary charges payable by Tenant under the terms of this Lease
up to the date of execution of the new lease agreement, as if this Lease had not been terminated, foreclosed,
rejected or disaffirmed; and (ii) performs all other obligations of Tenant under the terms of this Lease; and
(iii) agrees in writing to perform, or cause to be performed, all non -monetary obligations which have not
been performed by Tenant. Except as provided otherwise herein, any new lease agreement granted to the
Leasehold Mortgagee shall enjoy the same priority as this Lease over any lien, encumbrances or other
interest created by Landlord.
(3) At the option of the Leasehold Mortgagee, the new lease
agreement may be executed by a designee of such Leasehold Mortgagee without the Leasehold Mortgagee
assuming the burdens and obligations of Tenant thereunder.
(4) If more than one Leasehold Mortgagee makes a written request
for a new lease agreement pursuant hereto, the new lease agreement shall be delivered to the Leasehold
Mortgagee requesting such new lease agreement whose Leasehold Mortgage is prior in lien, and the written
request of any other Leasehold Mortgagee whose lien is subordinate shall be void and of no further force
or effect.
(5) The provisions of this Section 31(b)(x) shall survive the
termination of this Lease and shall continue in full force and effect thereafter. to the same extent as if this
Section were a separate and independent contract made by Landlord, Tenant and such Leasehold
Mortgagee, and, from the effective date of such termination, rejection or disaffirmation of this Lease to the
date of execution and delivery of such new lease agreement, such Leasehold Mortgagee may use and enjoy
said Property without hindrance by Landlord or any person claiming by, through or under Landlord,
provided that all of the conditions for a new lease agreement as set forth herein are complied with.
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(c) Landlord shall, upon request, execute, acknowledge and deliver to each Finance Party am
agreement prepared at the sole cost and expense of Tenant, in form satisfactory to the Finance Party,
between Landlord, Tenant and the Finance Party confirming the provisions of this Section 31; provided,
that, upon request, Landlord agrees to execute such an agreement containing alternative terms with respect
to the subject matter of this Section 31 as reasonably requested by a Finance Party in connection with the
financing of the Tenant's operations at the Premises.
32. Nature and Extent of Agreement. This instrument contains the complete agreement of the
parties regarding the terms and conditions of the lease of the Premises, and there are no oral or written
conditions, terms, understandings or other agreements pertaining thereto which have not been incorporated
herein. This instrument creates only the relationship of landlord and tenant between the parties as to the
Premises; and nothing in this Lease shall in any way be construed to impose upon either party any
obligations or restrictions not expressly set forth in this Lease.
33. Counterparts. This Lease may be executed in any number of counterparts, each of which
shall be deemed an original once executed and delivered.
[REMAINDER OF PAGE BLANK. SIGNATURE PAGE FOLLOWS.]
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Old Pageland-Monroe Road Solar Farm, LLC (Chad Summerlin) Lease — 03/17/2015

[SEPARATE SIGNATURE PAGE TO GROUND LEASE AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the day and year
first above written.
TENANT:
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Name: William Chad Summerlin
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15
Old Pageland-Monroe Road Solar Farm, LLC (Chad Summerlin) Lease — 03/ 17/2015

EXHIBIT A
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16
Old Pageland-Monroe Road Solar Farm, LLC (Chad Summerlin) Lease — 03/17/2015

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AMENDED AND RESTATED GROUND LEASE AGREEMENT
THIS AMENDED AND RESTATED GROUND LEASE AGREEMENT (this "Lease") is
made and entered into as of the 17 th day of March, 2015 (the "Effective Date"), by and between Stanley
Lee Summerlin and Jane Brewer Summerlin (the "Landlord") and Old Pageland-Monroe Road Solar Farm,
LLC, a Virginia limited liability company (the "Tenant").
Landlord and Tenant previously entered into that certain Ground Lease Agreement dated December
11, 2014. Landlord and Tenant hereby agree to amend and restate such lease in its entirety and the same is
hereby superseded by this Lease in its entirety.
WITNESSETH:
In consideration of the rent to be paid to Landlord by Tenant, as hereinafter provided, and of the covenants
and agreements upon the part of Landlord and Tenant to be kept and performed, Landlord hereby leases to
Tenant, and Tenant leases from Landlord, that land located at 919 Old Pageland-Monroe Road, Monroe,
Union County, North Carolina, parcel ID 09-093-009J, and being shown on the map attached hereto as
Exhibit A, and by this reference made a part hereof (the "Land"), and all improvements, fixtures, personal
property and trade fixtures now or in the future located thereon, together with all other appurtenances,
tenements, hereditaments, rights and easements pertaining to the Land and the improvements now or in the
future located thereon (the Land, together with the above -described property, improvements and
appurtenances are hereinafter collectively referred to as the "Premises"), to be occupied and used upon the
terms and conditions herein set forth.
1. Term of Lease; Renewal Terms; Termination Rights; Contingencies/Due Diligence.
(a) The term of this Lease (including any extensions or renewals, the "Term") shall commence
on the Effective Date and shall end at 11:59 P.M. local time on the last day of the three hundred and sixty-
ninth (369t1i) full calendar month following the Rent Commencement Date (as hereinafter defined) (the
"Expiration Date"), unless extended or sooner terminated as herein provided.
(b) Tenant shall have the right to extend the initial three hundred and sixty-nine (369) month
Term for up to two (2) additional successive terms of five (5) years each (each a "Renewal Term" and
collectively, the "Renewal Terms") by providing Landlord with written notice of Tenant's desire to extend
the Term for the applicable Renewal Term prior to the Expiration Date (or prior to the expiration of the first
Renewal Term, as applicable).
(c) Tenant shall have the right to terminate this Lease as of the last day of the one hundred
eighty ninth (189t) month after the Rent Commencement Date (the "Termination Date") by providing
Landlord with written notice of such termination on or before the date that is thirty (30) days prior to the
Termination Date. Additionally, Tenant shall have the right to terminate this Lease in the event that its
power purchase agreement, or other agreement under which Tenant provides power generated at the
Premises to a third party, is terminated for any reason whatsoever. Upon a termination of this Lease by
Tenant permitted hereunder, this Lease shall terminate and become null and void, and Tenant shall have no
further obligations hereunder other than those obligations incurred prior to the Termination Date.
(d) If Tenant is unable to satisfy the Contingencies (as defined below) to Tenant's satisfaction
prior to the Rent Commencement Date, or if Tenant otherwise determines that Tenant's leasing of the
Premises is not feasible or desirable for any reason whatsoever, Tenant may terminate this Lease by giving
written notice to Landlord prior to the Rent Commencement Date.
Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease — 03/17/2015

(e) Prior to the Rent Commencement Date, Tenant shall refine the site layout design and obtain
a survey of the Premises (the "Survey"). The parties agree that the Survey's legal description shall be
incorporated into Exhibit A as if fully set forth therein without amendment to this Lease, and that for
purposes of determining the amount of rent payable hereunder, the size of the Premises as shown on the
Survey, excluding any portions of the Premises located within a public road right-of-way, and any portions
of the Premises that are designated as wetlands areas by the U.S. Army Corps of Engineers or by the North
Carolina Department of Environment and Natural Resources (the "Net Acreage"), shall be binding on the
parties hereto. If requested by Tenant, Landlord shall execute a consent to the foregoing or an amendment
to this Lease expressly incorporating the Survey into Exhibit A as provided in this Section 1(e).
(f) Tenant's obligation to perform hereunder shall be subject to the satisfaction of the
following contingencies (collectively the "Contingencies"): (i) Tenant obtaining all necessary approvals
from state, federal and local authorities required by Tenant to construct its proposed improvements and to
operate the Premises for the Intended Use (as hereinafter defined), (ii) Tenant's review and approval of title
and survey matters with respect to the Premises, the environmental condition of the Premises and the
physical condition of the Land, (iii) Tenant deciding to lease the Premises in lieu of other sites being
considered by Tenant prior to the Rent Commencement Date and (iv) Tenant's review and approval of any
other matters that Tenant deems relevant to determining whether Tenant's leasing of the Premises is
economically and otherwise feasible. As part of Tenant's due diligence, Tenant shall be entitled to conduct
such testing of the Premises as Tenant shall reasonably determine in its sole discretion, including without
limitation, one or more environmental audits, and to physically inspect and review the Premises, which
investigation shall be of such scope as Tenant shall determine.
2. Rent; Rent Commencement Date; Payment Schedule; Rent Escalation.
(a) Beginning on the Rent Commencement Date, annual rent shall equal seven hundred and
fifty dollars ($750) per acre (the "Lease Rate") of the Net Acreage (prorated for any fractional acres, if
any), as determined by the Survey. If Tenant chooses to terminate in accordance with Section 1(d) of this
Lease, no rent shall be due or payable.
(b) As used herein, and subject to the terms of this Section 2(c), the term "Rent
Commencement Date" shall be the \date that Tenant commences construction of its intended
improvements on the Premises to operate a solar photovoltaic power array for the generation of electric
power (the "Intended Use").
(c) Payment Schedule
(i) Annual rent during the Term shall be payable on a bi-annual basis.
(ii) The first rent payment will be due on the Rent Commencement Date and
shall equal the Lease Rate, prorated for the number of days from the Rent Commencement Date until the
following January 15 or July 15, whichever is first in time after the Rent Commencement Date.
(iii) The second payment of rent will be on either July 15 or January 15,
whichever is first in time after the Rent Commencement Date ("Second Rent Payment Date") and shall
equal half of the Lease Rate.
(iv) Subsequent payments of rent will be due every six (6) months after the
Second Rent Payment Date.
(d) Lease Escalation
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Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease — 03/17/2015

(i) Beginning on the sixteenth anniversary of the Rent Commencement Date,
the Lease Rate shall increase by five percent (5%) over the Lease Rate in effect during the preceding fifteen
years. Beginning on the twenty-first anniversary of the Rent Commencement Date, the Lease Rate shall
increase by six percent (6%) over the Lease Rate in effect during the preceding five years. Beginning on
the twenty-sixth anniversary of the Rent Commencement Date, the Lease Rate shall increase by seven
percent (7%) over the Lease Rate in effect during the preceding five years.
(ii) Beginning on the first day of each year of each Renewal Term, if
applicable, the Lease Rate shall increase by two percent (2%) over the Lease Rate in effect during the
preceding year.
(e) If any overdue installment of rent is not received by Landlord within fifteen (15) days after
Landlord provides Tenant written notice of the delinquency, Tenant will pay a late fee to Landlord in the
amount of five percent (5%) of the unpaid delinquent rent amount.
Utilities. During the Term, Tenant shall pay for all public utilities used in the Premises by
Tenant.
4. Crops. Prior to the Rent Commencement Date, Landlord may plant farm crops or enter into
a lease for the planting of farm crops on the Premises. If (and only if) Landlord provides written notice to
Tenant prior to planting such crops, including in such notice the estimated date(s) of harvest, then the Rent
Commencement Date shall be delayed until the earlier of (a) such time as the crops actually planted on the
Premises are harvested or (b) the date one (1) year following the date of Landlord's notice (the "Harvest
Date"); provided, however that Tenant may commence construction of improvements on the Premises at
any time prior to the Harvest Date upon prior written notice to Landlord, in which case Tenant shall
commence payment of annual rent in accordance with Section 2 above, and shall pay the owner of the crops
an amount equal to the fair market value of that portion of the crops which cannot reasonably be harvested
less the reasonable cost of harvesting such crops.
5. Alterations. Tenant may, at its expense, demolish any existing improvements on the
Premises, and make any alterations, additions, improvements and changes to the Premises that it deems
reasonably necessary in the operation of its business without the consent of Landlord, including without
limitation installation of fencing, security devices and/or signage; provided that such alterations, additions,
improvements or changes are made in compliance with applicable laws. Landlord agrees to sign any permit
applications and to take all such other actions as are reasonably required to allow Tenant to accomplish any
such alterations, additions, improvements and changes to the Premises. Any and all improvements
constructed on the Premises by or for Tenant, and all machinery, fixtures, trade fixtures, furniture,
equipment, and other personal property installed or placed in the Premises by or for Tenant (collectively,
"Tenant's Property"), shall, regardless of the manner of attachment to the Premises or the improvements
thereon, be and at all times remain the property of Tenant, and shall be removed at Tenant's expense by it
at the expiration or earlier termination of this Lease. Landlord shall not directly or indirectly cause, create,
incur, assume or suffer to exist any mortgage, lien, security interest or other encumbrance or claim on or
with respect to Tenant's Property or any interest thereon. Landlord hereby waives all rights to distraint,
possession or statutory, common law or landlord's lien against Tenant's Property or any part thereof.
Tenant's Property shall not be deemed to be permanent fixtures (even if permanently affixed to the Premises
or Landlord's adjacent property) and shall be deemed to be personal property within the meaning of Article
9 of the Uniform Commercial Code of the State of North Carolina regardless of the manner of attachment
to the Premises and/or to Landlord's adjacent property.
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6. Use and OccupancX. Tenant shall be entitled to use the Premises for the Intended Use,
and/or any other uses permitted by law. Landlord shall deliver sole and exclusive possession of the
Premises to Tenant on the Effective Date, subject only to the rights of Landlord and/or its farm tenant to
plant and harvest crops in accordance with Section 4 above.
7. Termination of Lease. Prior to the expiration or earlier termination of this Lease Tenant
shall restore the Land (and any other land of Landlord impacted by Tenant's use of the Premises) to
substantially its condition as of the Effective Date using prudent engineering practices and removing
Tenant's Property (including, without limitation, all fencing, roads, solar panels and mounting, and other
improvements or alterations) and any electrical or communication or other utility poles, lines and
connections (unless such lines and connections are used in connection with other property owned by
Landlord and Landlord gives written notice to Tenant at least ninety (90) days prior to the expiration or
earlier termination of the Lease identifying the specific lines and connections to remain on the Premises).
The removal and restoration shall be completed in a manner that does not materially and adversely affect
the use of the Premises for farming purposes. Notwithstanding the foregoing, Tenant shall not be obligated
to restore any improvements demolished and removed from the Premises as permitted under Section 5.
8. Insurance.
(a) Tenant may, after its improvements are completed, keep such improvements insured
against loss or damage by fire, windstorm, earthquake and similar hazards.
(b) Beginning on the Rent Commencement Date, Tenant, at its sole cost and expense shall
keep or cause to be kept for the mutual benefit of Tenant and Landlord, Commercial General Liability
Insurance (1986 ISO Form or its equivalent) with a combined single limit, each Occurrence and General
Aggregate -per location of at least One Million Dollars ($1,000,000.00), which policy shall insure against
liability of Tenant, arising out of an in connection with Tenant's use of the Premises, and which shall insure
the indemnity provisions contained in this Lease.
(c) Tenant's insurance policies required by this Lease shall: (i) be issued by insurance
companies licensed to do business in North Carolina with a general policyholder's ratings of at least A- and
a financial rating of at least VI in the most current Best's Insurance Reports available on the
Commencement Date; (ii) name Landlord as additional insured as its interest may appear; (iii) provide that
the insurance not be canceled, non -renewed or coverage materially reduced unless thirty (30) days advance
notice is given to Landlord; (iv) be non -assessable primary policies, and non-contributing with any
insurance that Landlord may carry; (v) provide that any loss shall be payable notwithstanding any
negligence of Landlord or Tenant which might result in a forfeiture of such insurance or the amount of
proceeds payable; and (vi) have no deductible exceeding Ten Thousand Dollars ($10,000.00), unless
approved in writing by Landlord.
Taxes.
(a) Tenant shall pay when due all ad valorem taxes and assessments of any kind or nature
which may be imposed upon the Land or Premises following the Rent Commencement Date by applicable
governmental entities, including, without limitation, all improvements made to the Land by Tenant or upon
any other property installed in or brought onto the Premises by Tenant; provided, however, that if the
Premises are a part of a larger tax parcel owned by Landlord, (i) such taxes shall be equitably apportioned
as to Landlord and Tenant based on the land value and the improvements located on the Premises and on
the remainder of the tax parcel, and (ii) if Landlord fails to pay such taxes prior to delinquency, Tenant
shall have the right to pay such taxes and, in addition to any other remedy available at law or in equity, to
deduct all costs thereof from rent due or coming due under the Lease.
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(b) In the event that Tenant's use of the Premises for the Intended Use causes an increase in
taxes on any other property owned by Landlord, any such increased taxes for such other property shall be
paid solely by Landlord. Furthermore, in the event that the Premises are a part of a larger tax parcel owned
by Landlord and ad valorem taxes on such tax parcel increase as a result of Tenant's use of the Premises
for the Intended Use, the increased taxes resulting from such change of use shall be equitably apportioned
as to Landlord and Tenant in a pro-rata manner such that Tenant is responsible only for such costs as they
relate to the Premises.
(c) Additionally, in the event that Tenant's use of the Premises for the Intended Use causes the
Premises to lose its classification as "agricultural land" under Section 105-277.2 of the North Carolina
General Statutes, and the loss of such classification triggers the required payment of "rollback taxes"
imposed due to the change in use, then Tenant shall reimburse Landlord for the amount of such rollback
taxes, together with any related interest or penalties (other than interest or penalties imposed for late
payment of such taxes by Landlord). However, in the event that Tenant's use of the Premises for the
Intended Use triggers the obligation to pay rollback taxes, penalties, or interest on any other property owned
by Landlord (including, if applicable, the remainder of the tax parcel of which the Premises are a part), any
such rollback taxes, penalties, or interest for such other property shall be paid solely by Landlord. In the
event that the Premises are a part of a larger tax parcel owned by Landlord and rollback taxes become
payable on the entire tax parcel as a result of Tenant's use of the Premises for the Intended Use, the rollback
taxes, together with any related interest or penalties shall be equitably apportioned as to Landlord and
Tenant in a pro-rata manner such that Tenant is responsible only for such costs as they relate to the Premises.
10. Fire or Other Casualty. In the event that the Premises, the improvements thereon, or any
portions thereof, are damaged by fire or other casualty during the Term, and if in Tenant's sole judgment,
the damage is of such nature or extent that it is uneconomical to repair and restore the Premises or the
improvements thereon, as the case may be, Tenant may terminate this Lease by written notice to Landlord.
The proceeds of any casualty insurance policy maintained by Tenant shall be payable to Tenant.
11. Condemnation.
(a) In the event that the whole of the Premises shall be taken under the exercise of the power
of eminent domain or by agreement with any condemnor in lieu of such taking, or such portion thereof that,
in Tenant's judgment, the remainder of the Premises is not suitable for Tenant's purposes (herein called a
"Total Taking"), then this Lease shall terminate as of the earlier of the date when title thereto vests in the
condemnor or the date when possession thereof shall be delivered to the condemnor.
(b) In the event that a portion or portions of the Premises shall be taken under the exercise of
the power of eminent domain or by agreement with any condemnor in lieu of such taking, and such taking
does not constitute a Total Taking (herein called a "Partial Taking"), then this Lease, only as to the portion
or portions so taken, shall terminate as of the date possession thereof shall be delivered to the condemnor,
but otherwise this Lease shall remain in full force and effect. In the case of a Partial Taking, the rent payable
under this Lease after possession of the portion so taken shall be equitably reduced based on the acreage so
taken and Tenant's loss of use of the remainder of the Premises. In the event of any Partial Taking, the
condemnation award given to either Landlord or Tenant shall be paid first to Tenant to restore the
improvements on the Premises to a complete operational unit.
(c) In the event that Landlord and Tenant are unable to obtain separate awards with respect to
their respective interests in the Premises, then, the single award shall be fairly and equitably apportioned
between Landlord and Tenant. The portion of the award to be received by Landlord shall be based upon
the taking of or injury to the fee simple estate in the Land, but not the improvements thereon. The portion
of the award to be received by Tenant shall be based upon the taking and reduction of Tenant's leasehold
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estate created by this Lease, the taking of any improvements constructed or placed by Tenant on the Land,
loss or interruption of Tenant's business and the cost of any restoration or repair necessitated by such taking
or condemnation. Notwithstanding the foregoing, however, in the event Tenant exercises its right to
terminate this Lease under this Section, then Tenant shall first receive all condemnation proceeds until
Tenant has received an amount equal to the appraised value of the improvements made to the Land by
Tenant prior to the taking. Tenant shall have the right to participate, at its own expense, in any such
condemnation proceedings and to negotiate on behalf of itself and Landlord in such proceedings, and
Landlord agrees to cooperate with Tenant and to execute such documentation as may be reasonably
necessary to allow Tenant to participate in such condemnation proceedings. Neither Landlord nor Tenant
shall enter voluntarily into any binding agreement or settlement related to a Total Taking or a Partial Taking
without the prior consent of the other party, which consent shall not be unreasonably withheld, conditioned
or delayed.
12. Maintenance and Repairs. Tenant shall be responsible for the repair and maintenance of
the entire Premises, including any portion of the Premises located outside of the proposed fenced area.
13. Default. In the event of a material breach of representations or warranties of either party
or the failure of either party to comply with any term, covenant or condition of this Lease for a period of
thirty (30) days after the defaulting party's receipt of written notice from the other parry of such failure
(provided, however, if such failure cannot reasonably be cured within such thirty (30) day period, the
defaulting party shall not be in default hereunder if it commences to cure within such thirty (30) day period
and prosecutes the cure to completion in good faith and with due diligence), then the defaulting party shall
be deemed in default hereunder and the other party may, at its option, pursue any and all remedies available
to such party at law or in equity. In the event of a default hereunder, the non -defaulting party will take
commercially reasonable measures to mitigate its damages.
14. Binding Effect; Assignment and Subletting. This Lease shall be binding upon and inure to
the benefit of the parties hereto and their legal representatives, successors and assigns. Tenant may assign
this Lease, in whole or in part, or sublet the Premises, or any part thereof, without Landlord's prior consent.
Tenant shall notify Landlord within a reasonable time after such an assignment or subletting.
If Tenant assigns its entire interest in this Lease to a party that expressly assumes in writing all
obligations of Tenant under this Lease arising after the effective date of the assignment, Tenant shall be
released or discharged from all of its covenants and obligations under this Lease, except such obligations
as shall have accrued prior to the effective date of any such assignment or transfer; and Landlord agrees to
look solely to Tenant's assignee for performance of such obligations.
Landlord shall not transfer the fee interest in the Premises unless the assignee assumes all of
Landlord's obligations under this Lease, any easements granted to Tenant (as applicable) and any consents
granted to Tenant's lenders. Landlord shall provide written notice to Tenant at least 10 days prior to any
proposed transfer of its fee interest in the Premises.
15. Indemnifications. Except to the extent caused by Landlord, its agents, servants or
employees ("Landlord Parties"), Tenant agrees to indemnify and hold Landlord and the Landlord Parties
harmless from any and all damages or claims which any Landlord Party may be compelled to pay on account
of third party claims due to injuries to person or property on the Premises where the aforesaid injuries are
caused by the negligence or willful misconduct of Tenant, its owners, agents, servants or employees
("Tenant Parties"), or by Tenant's breach of this Lease. Except to the extent caused by Tenant or the
Tenant Parties, Landlord agrees to indemnify and hold Tenant and the Tenant Parties harmless from any
and all damages or claims which any Tenant Party may be compelled to pay on account of third party claims
due to injuries to person or property on the Premises or Landlord's other property where the aforesaid
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injuries are caused by the negligence or willful misconduct of Landlord or the Landlord Parties, or by
Landlord's breach of this Lease.
16. Quiet Enjoy. Landlord covenants and warrants that as long as Tenant is not in default
under the terms and conditions of this Lease (beyond any applicable notice and cure periods), it will defend
the right of possession to the Premises in Tenant against all parties whomsoever for the entire term hereof,
and that Tenant shall have peaceable and quiet possession of the Premises during the Term without
hindrance or molestation.
17. Hazardous Substances.
(a) Landlord and the Landlord Parties have not and, to the best of Landlord's
knowledge, Landlord's tenants and predecessors in title have not used, manufactured, stored or released
Hazardous Substances on, in or under the Premises or Landlord's other property adjacent or near the
Premises. Except as set forth in Section 17(c) below, Tenant is not responsible for any Hazardous
Substances at the Premises. If either party obtains knowledge of the existence of any Hazardous Substances
on the Premises, such party will immediately notify the other party of such fact and Landlord shall take the
necessary measures required to ensure that the Hazardous Substances are remediated or rendered harmless.
(b) To the fullest extent permitted by law and subject to Section 17 (c), Landlord shall
indemnify, defend and hold harmless Tenant and the Tenant Parties, from and against any and all claims,
losses, damages, liabilities and expenses, including attorneys' fees and expenses, arising out of or resulting
from the presence, removal or remediation of Hazardous Substances at the Premises.
(c) Notwithstanding the preceding provisions of this Section 17, Landlord is not
responsible for Hazardous Substances introduced to the Premises by Tenant or any Tenant Parties. Tenant
shall indemnify, defend and hold harmless Landlord and its owners, agents, servants or employees from
and against all claims, losses, damages, liabilities and expenses, including attorneys' fees and expenses,
arising out of or resulting from those Hazardous Substances introduced to the Site by Tenant or any Tenant
Parties.
"Hazardous Substances" means any hazardous or toxic substances, materials and wastes,
pollutants, and contaminants which are regulated or are classified as hazardous or toxic by any
governmental authority having jurisdiction over the Premises, including, but not limited to, those substances
included in the definitions of hazardous substances, hazardous materials," "Toxic Substances," "Hazardous
Waste," "Solid Waste," "Pollutant," or "Contaminant" in any applicable federal, state, local or other
applicable law pertaining to public or worker health, welfare or safety or the environment.
18. Waiver. The waiver by any party of any breach of any covenant or agreement herein
contained shall not be deemed to be a waiver of any subsequent breach of the same or any other covenant
or agreement herein contained.
19. Possession After Termination. If Tenant shall fail to vacate and surrender the possession
of the Premises at the termination of this Lease, Landlord shall be entitled to recover from Tenant rent in
an amount equal to one hundred twenty-five percent (125%) of the amount of rent payable hereunder for
the period, prorated on a daily basis, from the termination of this Lease until the date the Premises are
vacated and surrendered.
20. Notices. All notices, elections, demands, requests, payments and other communications
hereunder shall be in writing, signed by the party making the same and shall be sent by certified or registered
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United States mail, postage prepaid, or by national overnight courier service which provides tracking and
acknowledgement of receipts, addressed to:
To Landlord: Stanley Lee and Jane Brewer Summerlin
It 13 Old Pageland-Monroe Road
Monroe, NC 28111
b ld Pad - Maw�ce. Road Saar FA wm, w,(_
To Tenant: e.1a cy p,-gss Cries PtAewa.lotes , az,
3zso Oce,&�, pA r - bau.i"ard I Su.41& 3S5'
Sariiu W4v11cA1G4 ao40,T
AITN 6mv-raA Crew -el
or at such other address as may hereafter be designated in writing by either party hereto. The time and date
on which mail is postmarked shall be the time and date on which such communication is deemed to have
been given.
21. Memorandum of Lease. Landlord and Tenant agree that this entire Lease shall not be
recorded. However, promptly after the full execution of this Lease, Landlord and Tenant shall execute and
record (to be recorded at Tenant's expense) a memorandum of this lease, specifying the Effective Date, the
Expiration Date, the Renewal Terms granted herein, the easements granted herein, the rights granted to
Finance Parties herein and such other provisions hereof as required by law or as the parties may mutually
agree to incorporate therein, which memorandum of lease shall be in form sufficient to publish notice and
protect the validity of this Lease and Tenant's rights hereunder. The memorandum of lease shall be
recorded in the Register of Deeds in the County in which the Land is located.
22. Governing Law. This Lease shall be construed and enforced in accordance with the laws
of the State of North Carolina.
23. Invalidity of Particular Provisions. If any term or provision of this Lease shall to any extent
be invalid or unenforceable, the remainder of this Lease shall not be affected thereby and each other term
and provision of this Lease shall be valid and enforced to the fullest extent permitted by law.
24. Non -Disturbance Agreement. No later than the Rent Commencement Date, Landlord shal
provide to Tenant an agreement, in form and substance acceptable to Tenant, from any and all current
beneficiaries of mortgagesldeeds of trust, or any other holders of liens on or superior interests in the Land
or any portion thereof, whereby such beneficiaries and lienholders agree not to disturb Tenant's rights under
this Lease.
25. Landlord's Representations, Warranties and Covenants. Landlord hereby agrees with, and
warrants and represents to Tenant as follows: (i) Landlord is the owner of the Premises with full right and
authority to execute this Lease and to lease the Premises to Tenant in accordance with the terms hereof
without the consent or joinder of any other party; (ii) the Premises are free from environmental
contamination of any sort and comply with any and all applicable laws, rules, regulations and recorded
documents; (iii) Landlord has not received any notice of condemnation, zoning change or legal
noncompliance relating to the Premises; (iv) all utilities required for the operation of the Premises for the
Intended Use are available in sufficient quantities at the boundary line of the Land (the primary utility
needed for the site is power with sufficient capability for the sale of the power contemplated with the
proposed use as a solar energy electric system); (v) Landlord will not institute or consent to any rezoning
of the Premises during the Term without the prior written consent of Tenant; (vi) Landlord shall not further
encumber the title to the Premises during the Term; (vii) Landlord shall not impair and shall not cause or
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Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease - 03? 17/2015

permit any property owned or controlled by Landlord in the vicinity of the Premises, or any uses or
improvements thereon, to impair Tenant's use of the Premises (for example, and without limiting the
generality of the foregoing, Landlord shall not cause or permit any cell towers, water towers, billboards,
silos or any other structures to be placed or constructed thereon that may obstruct the sunlight that otherwise
would reach the Premises, or that may cast shade or shadows upon the Premises or any portion thereof);
(viii) the Premises are free from any recorded or unrecorded use or occupancy restrictions or declarations
of restrictive covenants; (ix) there are no service or maintenance contracts affecting the Premises; (x) there
are no delinquent or outstanding assessments, liens or other impositions levied or assessed against the
Premises or the larger property of which the Premises are a part; (xi) except for this Lease, there are no
leases, options to purchase, license agreements or other third party rights to use or possess the Premises,
whether written or oral, recorded or unrecorded; (xii) Landlord is not in the hands of a receiver nor is an
application for such a receiver pending; (xiii) Landlord has made no assignment for the benefit of creditors,
nor filed, or had filed against it, any petition in bankruptcy; and (xiv) within five (5) days after the full
execution of this Lease, Landlord shall provide copies of the following to Tenant: any notices of any statute
or code violation pertaining to the Premises; all "Phase I" and other environmental assessment reports for
the Premises in Landlord's possession or control; Landlord's most recent survey and title insurance policy
relating to the Premises; any governmental permits for the Premises and any other documentation in
Landlord's possession relating to the Premises.
26. Brokerage Commission. Neither Landlord nor Tenant knows of any real estate brokers or
agents who are or may be entitled to any commission or finder's fee in connection with this Lease. Each
party hereto agrees to indemnify, defend and hold the other party harmless from and against any and all
claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation,
fees for legal counsel and costs) with respect to any leasing commission or equivalent compensation alleged
to be owing on account of such party's discussions, negotiations and/or dealings with any real estate broker
or agent.
27. Easements, Assistance.
(a) Tenant is hereby authorized to grant such easements across, under and over the Premises
(and/or across any adjacent property owned by Landlord) as are reasonably necessary for rights of way,
ingress and egress and for the installation, construction, maintenance, repair and replacement of utility lines
serving the Premises, including without limitation any such easements required to connect the Premises to
a receiver of electric power generated at the Premises. Landlord covenants and agrees that Landlord shall,
upon the request of Tenant, join in the execution of any such easement.
(b) Without limiting the rights set forth elsewhere in this Lease, Landlord hereby grants to
Tenant and Tenant's successors and assigns, the following easements during the Term of this Lease
(collectively, the "Easements") for the benefit of and for purposes incidental to Tenant's operations at the
Premises and to Tenant's Property and to property improvements by Tenant that are developed, installed,
constructed and/or operated at the Premises, Landlord's adjacent property or on other property to be
acquired by leasehold or by fee purchase, by or on behalf of Tenant, as a single integrated solar energy
system to collect, generate, convert and deliver electrical power to purchasers of such power, and for the
benefit of and for purposes incidental to Tenant's operations at the Premises, and for activities and projects
of Tenant on lands other than the Premises:
(i) An exclusive easement to use, convert, maintain and capture the free and
unobstructed flow of solar energy resources over and across the Premises and Landlord's adjacent property;
(ii) The right to utilize, on a nonexclusive basis, any access, utility, water,
communication, sewer, septic, transmission or other easements, rights of way or licenses already held by
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or benefitting Landlord over, under or across or benefitting the Premises and/or the Landlord's adjacent
property, which Tenant determines could be used for the benefit of Tenant's operations at the Premises, as
permitted by the instruments evidencing such rights and other applicable laws;
(iii) Nonexclusive easements on, over, across, under and through the
Landlord's adjacent property to install and maintain power, water, communications, sewer, transmission
lines and facilities and all other utilities lines and facilities as may be necessary or beneficial in connection
with the development, construction, use, operation and maintenance of the Tenant's Property;
(iv) Nonexclusive easements for access to and from the Premises, over and
across the Landlord's adjacent property, including for vehicular and pedestrian ingress, egress and access
to and from the Tenant's Property or any part thereof located at the Premises, whether by means of roads
and lanes previously existing on the Landlord's adjacent property or otherwise by such roads and lanes as
Tenant may construct on the Landlord's adjacent property from time to time; and
(v) An easement over, under and across the Landlord's adjacent property for
audio, visual, view, light, flicker, noise, vibration and any other effects attributable to Tenant's operations
at the Premises.
(c) Landlord agrees to execute and record any easements or other documentation reasonably
requested by Tenant to effectuate any of the foregoing rights of Tenant provided for in this Section 27.
(d) Landlord agrees to sign any applications or other documents, and to take all such other
actions, as are reasonably required to allow Tenant to obtain any reasonable re -zonings, variances or other
approvals required by Tenant to operate the Premises for the Intended Use.
28. Access. Tenant, and Tenant's agents, guests, subtenants and designees shall have access
to the Premises at all times during the Term. Neither Landlord nor any agent of Landlord shall, without a
Tenant representative, enter upon any portion of the Premises except as specifically permitted hereunder.
29. Confidentiality. Landlord acknowledges that Landlord may become privy to confidential
information of Tenant, in addition to information regarding the terms of this Lease. Landlord therefore
agrees to take all steps to ensure that any information with regard to Tenant, Tenant's proposed use of the
Land and improvements thereon and/or to this transaction, shall remain confidential and shall not be
disclosed or revealed to outside sources by Landlord or by its employees, officers, agents, counsel,
accountants or representatives except when reasonably necessary. The provisions of this paragraph shall
survive termination of this Lease.
30. Estoppel. Within fifteen (15) business days after written request therefor by Tenant,
Landlord agrees to deliver a certificate to Tenant, Tenant's lender (if applicable) and any proposed
purchaser of the Premises (if applicable), in a commercially reasonable form (subject to reasonable
modification by any applicable purchaser or Tenant's Lender) to Tenant's lender or to any proposed
purchaser and/or to Tenant setting forth the terms of the Lease, the absence of default thereunder, and such
other reasonable terms requested by Tenant, lender or purchaser. In the event Landlord fails to respond
within such fifteen (15) business day period, then, in addition to such failure constituting an event of default,
all matters set forth in the estoppel certificate shall be deemed to be true, accurate and complete.
31. Provisions Benefittina Lenders and Finance Parties.
(a) Landlord may enter into financing arrangements with third -party finance providers (each a
"Landlord's Lender") with respect to Landlord's interests in and to the Premises and Landlord's adjacent
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property; provided however, that prior to executing any mortgage, lien or financing on the Premises or
Landlord's adjacent property, Landlord shall deliver to Tenant a Subordination and Non -Disturbance
Agreement from each party that holds (or will hold) a lien on any portion of the Premises, or has other
rights, that might interfere with Tenant's rights under this Lease. All Subordination and Non -Disturbance
Agreements obtained by Landlord pursuant to this Section 31(a) shall be in a form reasonably acceptable
to Landlord, Tenant and any Finance Party (defined in Section 31(b)), and shall be in a form that may be
recorded following its execution. "Subordination and Non -Disturbance Agreement" shall mean an
agreement between Tenant, Landlord and the holder of a lien on any portion of the Premises that provides,
among other things, that the holder of the lien shall (i) subordinate the lien to Tenant's interest under this
Lease, (ii) agree not to disturb Tenant's possession or rights under this Lease so long as Tenant is not in
default under this Lease; (iii) Tenant shall attorn to any Finance Party who succeeds to the interest of
Landlord under this Lease and all rights and obligations under this Lease shall continue as though the
interest of Landlord had not terminated; and (iv) notice shall be provided to Tenant and any other Finance
Party of defaults under the lien documents. Each party also agrees to execute and deliver to the other party,
reasonable estoppel certificates or other documents reasonably necessary to satisfy a Finance Party of the
other party.
(b) Landlord recognizes that Tenant may enter into a financing arrangement for the Tenant's
Property with a finance provider (whether they are affiliates of or third parties to Tenant) in connection
with a financing (which term shall include any refinancing), including a tax equity financing or a financing
by sale -and -leaseback in which the lender acquires a lien of record covering Tenant's leasehold estate
hereunder (each, a "Finance Party"). Such financing arrangements with a Finance Party may include but
shall not limited to the granting of a leasehold deed of trust encumbering the leasehold estate created by
this Lease (the "Leasehold Estate"). A Finance Party holding a leasehold deed of trust encumbering the
Leasehold Estate is referred to herein as a "Leasehold Mortgagee". Landlord agrees to reasonably
cooperate with Tenant's financing of Tenant's Property, including, but not limited to, the following:
(i) Landlord agrees to provide written notice to a Finance Party, provided that
Landlord shall have previously received written notice of a Finance Party's designated address, of any
default of Tenant under the Lease. In the event that Tenant fails to cure the default after any required notice
and within the cure period set forth above, Landlord shall provide the Finance Parties with written notice
that Tenant has failed to cure the default. All Finance Parties shall have a period of at least thirty (30) days
from receipt of the second notice to cure with respect to any monetary default and at least sixty (60) days
from receipt of the second notice with respect to any non -monetary default, to cure any default by Tenant
under the Lease; provided that in no event shall any Finance Party be obligated to cure any such default,
and provided further that such sixty (60)-day period shall be extended for the time reasonably required to
complete such cure (not to exceed 180 days), including the time required for the Finance Party to perfect
its right to cure such non -monetary default by obtaining possession of the Premises (including possession
by a receiver) or by instituting foreclosure proceedings, provided the Finance Party acts with reasonable
and continuous diligence. The Finance Party shall have the absolute right to substitute itself for Tenant and
perform the duties of Tenant hereunder for purposes of curing such defaults. Landlord expressly consents
to such substitution, agrees to accept such performance, and authorizes the Finance Party (or its employees,
agents, representatives or contractors) to enter upon the Premises to complete such performance with all
the rights, privileges and obligations of the original Tenant hereunder. Landlord shall not, and shall have
no right to, terminate this Lease prior to expiration of the cure periods available to a Finance Party as set
forth above.
(ii) Subject to the terms and conditions hereof, Landlord hereby waives any
lien, security interest, or claim of any nature that Landlord now has or may hereafter have by statute, rule,
regulation, common law, agreement or otherwise, in and to Tenant's Property and other of Tenant's
property that is or may be from time to time hereafter located at the Premises and/or the Landlord's adjacent
11
Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease — 03/17/2015

property, if any, and to which Tenant at any time has granted or will grant a security interest to Finance
Party (all such property and the records relating thereto shall be hereafter called the "Collateral") to the
lien of Finance Party. Landlord recognizes and acknowledges that any claim or claims ("Claims") that
Finance Party has or may have against such Collateral by virtue of any lien or security interest are superior
to any lien, security interest, or claim of any nature that Landlord now has or may hereafter have to such
Collateral by statute, rule, regulation, common law, agreement or otherwise. The waiver provided for
herein shall be effective until the discharge of the Claims. Landlord further agrees to notify any purchaser
of the Premises and/or the Landlord's adjacent property and any subsequent mortgagee or other
encumbrance holder of the existence of the foregoing waiver of Landlord's lien rights, which shall be
binding upon the executors, administrators, successors and transferees of Landlord, and shall inure to the
benefit of the successors and assigns of Finance Party. Landlord agrees to execute such documents as may
be reasonably required by Finance Party to evidence the foregoing subordination.
(iii) Landlord consents to Finance Party's security interest in the Collateral and
waives all right of levy for rent and all claims and demands of every kind against the Collateral, such waiver
to continue so long as any sum remains owing from Tenant to the Finance Party. Landlord agrees that the
Collateral shall not be subject to distraint or execution by, or to any claim of, Landlord.
(iv) Landlord hereby irrevocably agrees and consents to refrain from taking
any action to bar, restrain or otherwise prevent Finance Party from the Premises and the Landlord's adjacent
property for the purpose of inspecting the Collateral.
(v) Landlord shall not agree to any material amendment, mutual termination
or modification or accept any surrender of this Lease, nor shall any such amendment, termination,
modification or surrender be effective, without the written consent of Finance Party, which consent the
Finance Party may grant, condition or withhold in its reasonable discretion if Finance Party determines in
its reasonable discretion that any such amendment, termination, modification or surrender impairs or may
impair Finance Party's interest. This provision is for the benefit of and enforceable by any Finance Party,
and each Finance Party is an express third party beneficiary of the provisions of this Section 31.
(vi) In the event Tenant acquires fee ownership of the Property, or in the event
of Tenant's voluntary surrender of the leasehold estate, there shall be no merger of the leasehold estate
created by this Lease with the fee without the prior written consent of all Finance Parties, which consent
may be granted, conditioned or withheld in Finance Parties' sole discretion.
(vii) A Leasehold Mortgagee shall have the right, subject to the terms and
conditions of this Lease: (a) to assign its security interest; (b) to enforce its lien and acquire title to the
Leasehold Estate by any lawful means; (c) to take possession of and operate the Tenant's Property, the
Leasehold Estate or any portion thereof and to perform all obligations to be performed by Tenant hereunder,
or to cause a receiver to be appointed to do so; and (d) to acquire the Leasehold Estate by foreclosure or by
an assignment in lieu of foreclosure and thereafter to assign or transfer the Leasehold Estate to a third party.
Landlord's consent shall not be required for the acquisition of the encumbered Leasehold Estate or
subleasehold estate by a third party who acquires the same by or subsequent to foreclosure or assignment
in lieu of foreclosure.
(viii) During any period of possession of the Premises by a Leasehold
Mortgagee (or a receiver requested by such Leasehold Mortgagee) and/or during the pendency of any
foreclosure proceedings instituted by a Leasehold Mortgagee, the Leasehold Mortgagee shall pay or cause
to be paid all other monetary charges payable by Tenant hereunder which have accrued and are unpaid at
the commencement of said period and those which accrue thereafter during said period. Following
acquisition of Tenant's Leasehold Estate by the Leasehold Mortgagee or its assignee or designee as a result
12
Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease — 03/17/2015

of either foreclosure or acceptance of an assignment in lieu of foreclosure, or by a purchaser at a foreclosure
sale and subject to the provisions of Section 31(b)(vii) above, this Lease shall continue in full force and
effect and the Leasehold Mortgagee or party acquiring title to Tenant's Leasehold Estate shall, within thirty
(30) days, commence the cure of all defaults hereunder and thereafter diligently process such cure to
completion.
(ix) Neither the bankruptcy nor the insolvency of Tenant shall be grounds for
terminating this Lease as long as the rent and all other obligations of Tenant hereunder are paid or performed
by or on behalf of Tenant or the Leasehold Mortgagee in accordance with the terms of this Lease. Nothing
herein shall be construed to extend this Lease beyond the Term or to require a Leasehold Mortgagee to
continue foreclosure proceedings after the default has been cured. If the default is cured and the Leasehold
Mortgagee discontinues foreclosure proceedings, this Lease shall continue in full force and effect.
(x) If this Lease terminates because of Tenant's default or if the Leasehold
Estate is foreclosed, Landlord shall, upon written request from any Leasehold Mortgagee within ninety (90)
days after such event, enter into a new lease agreement for the Premises, on the following terms and
conditions:
(1) The term of the new lease agreement shall commence on the date
of termination or foreclosure and shall continue for the remainder of the term of this Lease, at the same fees
and payments and subject to the same terms and conditions as set forth in this Lease.
(2) The new lease agreement shall be executed within thirty (30) days
after receipt by Landlord and, if applicable, Landlord's Finance Party of written notice of the Leasehold
Mortgagee's election to enter into a new lease agreement, provided said Leasehold Mortgagee: (i) pays to
Landlord all fees and payments and other monetary charges payable by Tenant under the terms of this Lease
up to the date of execution of the new lease agreement, as if this Lease had not been terminated, foreclosed,
rejected or disaffirmed; and (ii) performs all other obligations of Tenant under the terms of this Lease; and
(iii) agrees in writing to perform, or cause to be performed, all non -monetary obligations which have not
been performed by Tenant. Except as provided otherwise herein, any new lease agreement granted to the
Leasehold Mortgagee shall enjoy the same priority as this Lease over any lien, encumbrances or other
interest created by Landlord.
(3) At the option of the Leasehold Mortgagee, the new lease
agreement may be executed by a designee of such Leasehold Mortgagee without the Leasehold Mortgagee
assuming the burdens and obligations of Tenant thereunder.
(4) If more than one Leasehold Mortgagee makes a written request
for a new lease agreement pursuant hereto, the new lease agreement shall be delivered to the Leasehold
Mortgagee requesting such new lease agreement whose Leasehold Mortgage is prior in lien, and the written
request of any other Leasehold Mortgagee whose lien is subordinate shall be void and of no further force
or effect.
(5) The provisions of this Section 31(b)(x) shall survive the
termination of this Lease and shall continue in full force and effect thereafter. to the same extent as if this
Section were a separate and independent contract made by Landlord, Tenant and such Leasehold
Mortgagee, and, from the effective date of such termination, rejection or disaffirmation of this Lease to the
date of execution and delivery of such new lease agreement, such Leasehold Mortgagee may use and enjoy
said Property without hindrance by Landlord or any person claiming by, through or under Landlord,
provided that all of the conditions for a new lease agreement as set forth herein are complied with.
13
Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease — 03/17/2015

(c) Landlord shall, upon request, execute, acknowledge and deliver to each Finance Party am
agreement prepared at the sole cost and expense of Tenant, in form satisfactory to the Finance Party,
between Landlord, Tenant and the Finance Party confirming the provisions of this Section 31; provided,
that, upon request, Landlord agrees to execute such an agreement containing alternative terms with respect
to the subject matter of this Section 31 as reasonably requested by a Finance Party in connection with the
financing of the Tenant's operations at the Premises.
32. Nature and Extent of Agreement. This instrument contains the complete agreement of the
parties regarding the terms and conditions of the lease of the Premises, and there are no oral or written
conditions, terms, understandings or other agreements pertaining thereto which have not been incorporated
herein. This instrument creates only the relationship of landlord and tenant between the parties as to the
Premises; and nothing in this Lease shall in any way be construed to impose upon either party any
obligations or restrictions not expressly set forth in this Lease.
33. Counterparts. This Lease may be executed in any number of counterparts, each of which
shall be deemed an original once executed and delivered.
[REMAINDER OF PAGE BLANK. SIGNATURE PAGE FOLLOWS.]
14
Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease — 03/17/2015

[SEPARATE SIGNATURE PAGE TO GROUND LEASE AGREEMENT]
IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the day and year
first above written.
TENANT:
Old Page -Monroe Road Solar Farm, LL
By:
Name: Aenry�T%feJ'Mcdride, III
Its: Manager
LANDLORD:
By:
Name: Stanl"Sumerlin
Title: Landowner
By:
Name: a Brewer Summerlin
Title: Eandowner
15
Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease — 03/17/201 5

EXHIBIT A
See attached.
16
Old Pageland-Monroe Road Solar Farm, LLC (Stan & Jane Summerlin) Lease — 03/17/2015

'—" I
�Searct, By:
Owner Tare ❑
BUlw MERLIN TANLEY 70
❑11
View 1113 OLD
UMMERLIN SUMPYIERLIN
Create Real Find PAGELAND-
Zoom Buffer 09093009J STANLEY JANE MO ROE NC
Report Property Adjoiners LEE BREWER MONROE
Site RD
#2 OLD
OLD
5862 RAOELAND PA ELAND
28112 003 25.9750 fw90 1ROE MON ROE 0
RD RD.
OPCL732

BK 8377 PG 0042
FILED ELECTRONICALLY
UNION COUNTY NC
CRYSTAL D. GILLIARD
41
SPACE ABOVE RESERVED FOR RECORDER
Prepared by and return to:
Charles F. Barone, Esq.
Barone Law Offices, PC
570 Williamson Rd. Suite A,
Mooresville, NC 28117
Tax Parcel ID: 09-093-021
Consent to Assignment and Transfer of Ground Lease ---[As to Lessor's Interest]
Assignor/Lessor: William Chad Summerlin
Assignee: Spark Platinum Property, LLC
A North Carolina Limited Liability Company
Lessee: Old Pageland -Monroe Road Solar farm, LLC
A Virginia Limited Liability Company
FILED Jan 19, 2022
AT 04:47:00 PM
BOOK 0837-7
START PAGE 0042
END PAGE 0056
INSTRUMENT # 02333
EXCISE TAX $0.0:0
***NOTE: The purpose of this re-recording is to Attach the Correct Exhibit "A", as the
Original Recorded Document (Filed 1/13/2022 in Book 8372, Page 839-849) had the
Wrong Exhibit "A" attached in error.
Consent to Assignment and Transfer of Ground Lease
submitted electronically by "Barone Law offices PC"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the union county Register of Deeds.

BK 8377 PG 0043
CONSENT TO ASSIGNMENT AND TRANSFER OF GROUND LEASE
THIS CONSENT TO ASSIGNMENT AND TRANSFER OF GROUND LEASH (this
"Consent") is made effective as of the 30th Day of August, 2021 by and between William Chad
Summerlin, the Selling Landlord and (hereafter "Assignor"); and Spark Platinum Property,
LLC, a North Carolina Limited Liability Company, the Purchasing Landlord and (hereafter
'Assignee') regarding said Ground Lease.
WHEREAS, "Assignor" has a Ground Lease with OId Pageland-Mouroe Road Solar
Farm, LLC, (hereafter "Lessee'), a Virginia Limited Liability Company, both are parties to
that certain ground lease as more particularly described on Exhibit A, attached hereto (the
"Memorandum Of Ground Lease"), as filed on March 25, 2015, in Book 6406, Pages 398-405 as
recorded in the Union County Registry.
WHEREAS, Assignor and Assignee have entered into a purchase agreement for
the sale of the subject property. On August 30, 2021 both parties closed on subject
property wherein Assignor transfered the property and all rights and obligations to
Assignee, see Attached Exhibit "B ". Assignor and Assignee intend to enter into
this certain Consent to Assignment and Transfer of Ground Lease (hereafter "Lease"),
pursuant to which Assignor will assign the Ground Lease to Assignee and Assignee
will assume ALL the obligations and liabilities of Assignor under the Lease with Lessee, and;
WHEREAS, this Consent to Assignment of Ground Lease requires the prior written
consent of Landlord which is hereby expressly granted. NOW, THEREFORE, the Assignor agrees
as follows:
1. Assignor hereby consents to the Assignment, Transfer and Assumption of the
.Lease with Lessee without waiver of the restrictions, if any, under the Lease, concerning further
assignment, and Assignor, hereby agrees to accept, on and after the effective date of the
Assignment, the performance by Assignee of ail obligations of Assignor under the
Lease. Assignor, hereby agrees to accept the performance of all liabilities and
obligations of the originally named Lessee to the Assignee under the Lease.
2. This Consent shall be interpreted and construed in accordance with the laws of the
State of North Carolina without giving effect to any conflicts of law rules. This Consent small
become effective as of the Effective Date of this executed document.
3. The terms and conditions of this Consent shall be binding upon the parties hereto
and shall inure to the benefit of their respective successors and assigns.
4: This Consent shall bind and inure to the benefit of both Assignee, Assignor, and
Lessee as well as their respective successors and assigns.
(Signature page follows)

BK 8377 PG 0044
In witness whereof:
The undersigned, pursuant to proper authority, has duly executed, acknowledged and delivered
this instrument as of the day and year set forth below.
ASSIGNEE
SPARK PLATINUM PROPERTY, LLC.
By: Sarasija Raini, Member/Organizer
Date: ! �12 c Z 2- —
STATE OF I U �r //� /"/,- 0 / 12 a )
ss:
COUNTY OF (? �I )
[ CERTIFY that on l �~ 0 , 2021, Swasua NaH,
Member/Organizer of Spark Platinum Property, LLC, personally ewe before me and stated to
my satisfaction that this person was authorized to and did execute this instrument on behalf of
the entity named in this instrument.
P bli . Notary u J4'W'1�2j` �"Print Name: � do/- 0 'q o
My commission expires: (seal) �6-/d q12-0 Z
NOTARY
k * * . . .

BK 8377 PG 0045
In witness whereof. -
The undersigned, pursuant to proper authority, has duly executed, acknowledged and delivered
this instrument as of the day and year set forth below.
WILL AM CHAR SUMMERLIN
Date: �12- z 2 -
STATEOF NORTH CAROLINA }
ss:
COUNTY OF )
I CERTIFY that on / 1 ! r e;� O -2 �;11 , 2021, WILLIAM CHAD
SUMNbIERIN, personally came before me and signed the foregoing Agreement:
Notary Public:
Print Name:�.f
My commission expires: (seal) J 1 � o Z

BK 8377 PG 0046
FILED
UNION COUNTY, NC
CRYSTAL CRUMP
REGISTER OF DEEDS
FILED Mar25, 2015
AT 10.23 am
BOOK 06406
START PAGE 0398
END PAGE 0405
INSTRUMENT # 07782
EXCISE TAX (None)
AW
MEMORANDUM OF GROUND LEASE
Prepared by and return to
Michael J. Ovsievsky
Morningstar Law Group
630 Davis Drive, Suite 200
Morrisville, NC 27560
STATE OF NORTH CAROLINA
COUNTY OF UNION
THIS MEMORANDUM OF GROUND LEASE is made effective as of the ox day of March,
2015 (the "Effective Date"), by and between, on the one hand, Wilharn Chad Summerlin ("Landlord")
and, on the other hand, Old Pageland-Monroe Road Solar Faun, LLC, a Virginia Iimited Iiability company
("Tenant").
WHEREAS, Landlord and Tenant are parties to an Amended and Restated Ground Lease
Agreement of even date herewith (the "Ground Lease") for the Premises.
NOW, THEREFORE, the parties enter into the Memorandum of Ground Lease for the purpose of
recording it in the Union County Register of Deeds in order to reflect the following:
The Premises consist of approximately 25.975 acres of land located in Union County,
North Carolina, as depicted on Exhibit A, which Premises are part of that parcel of real
property described on Exhibit B (the "Land").
2. The initial term of the Ground Lease is three hundred sixty-nine (369) months,
commencing on the Effective Date. Pursuant to the Ground Lease, Tenant has the option
to renew the initial term of the Ground Lease for two (2) additional, successive periods of
five (5) years each.
3. In addition to other easements set forth on Exhibit B an in the Lease, the Lease contains
the following grants of easements by Landlord to Tenant:
4852-5642-2402 v. 2

BK 8377 PG 0047
(a) An exclusive easement to use, convert, maintain and capture the free and
unobstructed flow of solar energy resources over and across the Premises and
Landlord's adjacent property;
(b) The right to utilize, on a nonexclusive basis, any access, utility, water,
communication, sewer, septic, transmission or other easements, rights of way or
licenses already held by or benefitting Landlord over, under or across or benefitting
the Premises and/or the Landlord's adjacent property, which Tenant determines
could be used for the benefit of Tenant's operations at the Premises, as permitted
by the instruments evidencing such rights and other applicable Iaws;
(c) Nonexclusive easements on, over, across, under and through the Landlord's
adjacent property to install and maintain power, water, communications, sewer,
transmission lines and facilities and all other utilities lines and facilities as may be
necessary or beneficial in connection with the development, construction, use,
operation and maintenance of the Tenant's Property;
(d) Nonexclusive easements fox access to and from the Premises, over and across the
Landlord's adjacent property, including for vehicular and pedestrian ingress,
egress and access to and from the Tenant's Property or any part thereof located at
the Premises, whether by means of roads and lanes previously existing on the
Landlord's adjacent property or otherwise by such roads and lanes as Tenant may
construct on the Landlord's adjacent property from time to time; and
(e) An easement over, under and across the Landlord's adjacent property for audio,
visual, view, light, flicker, noise, vibration and any other effects attributable to
Tenant's operations at the Premises.
This Memorandum of Ground Lease is not a complete summary of the Ground Lease. Provisions
in this Memorandum of Ground Lease shall not be used in interpreting any term or condition of the Ground
Lease, or the exhibits attached thereto, and in an event of conflict between any provision of this
Memorandum of Ground Lease and any terra or condition of the Ground Lease, the terms and conditions
of the Ground Lease shall control.
All capitalized terms not otherwise defined in this Memorandum of Ground Lease shall have the
meanings given to them in the Ground Lease.
This Memorandum of Ground Lease may be executed in counterparts, each of which will be
deemed an original copy of this document and all of which, when taken together, will be deemed to
constitute one and the same document. The signature of any party to any counterpart shall be deemed a
signature to, and may be appended to, any other counterpart.
Upon the earlier of the expiration of the Ground Lease term, including any renewal terms, or any
earlier termination of the term of the Ground Lease, this Memorandum of Ground Lease shall automatically
terminate. Landlord shall have the right to record a confirmation of termination date without the need for
the joinder of Tenant to confirm the date of termination of the Ground Lease.
[Signature and Notary Pages Follow]

BK 8377 PG 0048
IN WITNESS WHEREOF, the parties hereby have signed this Memorandum) of Ground Lease as
of the Effective Date.
LANDLORD:
William Chad Summerlin
STATE OF NORTH CAROLINA
COUNTY OF O W At
R' J A L -E V l R C= a Notary Public of the County and State
aforesaid, certify that William Chad Summerlin, each of whose identity has been proven by satisfactory
evidence, said evidence being:
❑ 1 have personal knowledge of the identity of the principal(s)
p� I have seen satisfactory evidence of the principal's identity, by a current state or federal
identification with the principal's photograph in the form of a
we- ,h 1, 411 !. Cq
❑ A credible witness has sworn to the identity of the principal(s).
personally appeared before we this day and acknowledged that each such individual voluntarily
executed the foregoing instrument for the purposes stated therein.
WITNESS :my hand and notarial seal this the 1 8 day of March, 2015.
[Affix Seal]
MA> -;A , FVINE
Nr,'a',• puDI10
�. :Ounty
h around
my cc)", Nav Y� 2"E�1B,
dah lew�
Notary -Public
My Commission Expires: Ap�vlo�-
�
[Landlord Signature Page to Memorandum of Ground Lease]

BK 8377 PG 0049
IN WITNESS WHEREOF, the parties hereby have signed this Memorandum of Ground Lease as
of the Effective Date.
TENANT:
Old Pageland-Monroe Road Solar Farm, LLC,
a Virginia limited liability company
B Y .�Zt, 77
P
7; � (fgt1,4dL
Namle:'fienry T. ` " McBride, III
Title: Manages
STATE OF
C luiL ! 4
I, 11 N " 9), A � � a Notary Public of the County and State
aforesaid, certify that ose identity has been proven by satisfactory evidence, said
evidence being:
Cl I have personal knowledge of the identity of the principal(s)
I have seen satisfactory evidence of the principal's identity, by a current state or federal
identification wit the principal's h togs h i th m of a
❑ A credible w- itriesgSis sworn to the identity of the principal(s).
personally appeared before me this day and acknowledged that he is Manager of BG Stewart Solar
Farm, LLC, a Virginia limited liability company, and that as Manager, being duly authorized to do so,
voluntarily executed the foregoing instrument on behalf of said company for the purposes stated therein.
WITNESS my hand and notarial sW thiAthe f0 ' ° day of Malt., 2015,
��sa�'3t89itae®®®�®
® era Crud, ®®®
LjW4otPi1blic
[Affix Seal]' 'gotay moo.
M y
a� e My Commission
ounkil
[Tenant Signature Page to Memorandum of Ground Lease]
—)

BK 8377 PG 0050
EXHIBIT A
Depiction of Premises
[Attached]

BK 8377 PG 0'051
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THIS MAP IS NOT A CERTIFIED SURVEY AND
HAS NOT BEEN REVIEWED BY A LOCAL
GOVERNMENTAL AGENCY FOR COMPLIANCE
WITH ANY APPLICABLE LAND DEVELOPMENT
REGULATIONS (G.S. 47-30(n))

BK 8377 PG 0052
EXHIBIT B
Legal Description of Land

BK 8377 PG 0053
5327
0272
MCHIBU °`A"
BEGINNING at P.O. and stone, Ray Brooks' and Craven Williams' property comer and
runs thence with 2 of said Brooks' lines, 1bl. S. 29 deg. W. 1,386 ft. to an iron stake by a
hickory, 2Id, S. 65 deg. 15 min. W. 90 ft. to a point in the. center of the Camden or Old
Pageland Road, indicated by an iron stake East side of said Road; thence with the center
line of said Road as follows; I't, N. 36 deg. 30 min. W. 777 ft. to center of bridge on Flag
branch; 2nd, N. 25 deg. 45 min. W 200 ft. ; P, N. 18 deg. W. 400 ft.; 0 N. 14 deg. 30
min. W. 800 ft. ; 5�h N. 11 deg. W. 1,200 ft. ; 6" N. 4 deg. W. 868 ft to a point in the
center of said Road, a corner of the Rock Rest Clubhouse lot, iron stake East side of the
Road; thence with 2 lines of said lot, I", N, 82 deg. 30 min. E. 241 ft. to an iron stake by
a B.G. ; 2nd N. 4 deg. E. 215 ft. to a large flint Rock South side of the Wadesboro Road;
thence with said Road 1". S. 66 deg. 30 min. E. 344 ft. to a point in the center of said
Road, S. D. Summerlin's corner; thence with the center dine of said Road and said
Summerlin's lines, as follows, I'% S. 65 deg, 30 min. E. 148 ft, ; ra S. 73 deg 15 ruin.
E.100 ft; Y', S. 88 deg 30 min. H 546 f, to the bridge on Flag branch; 4' S. 84 deg. 15
min. E. 85 ft. to a point in the center of said Road, a corner of the 68-451100 acre tract
sold to Graven Williams', indicated by an iron stake south side of the Road; thence with 2
lines of said tract,1 "1 S. 7 deg. W., crossing Plag branch twice, 1, 976 ft, to an iron stake;
2" d, S. 42 deg. 15 min. E. 1088 ft. to the beginning, and containing 103-85/ 100 acres.
Surveyed Aug. 10, 1948, by Ralph W, Elliot, Surveyor.
This is part of the old J. B. Ashcraft homeplace.
LBSS AND RESERVING all previous out conveyances. Tax listing 09-093-009 indicates
remaining acreage of 56.2 more or less.
Dated: 2010 „
San a R. Summerlin

BK 8377 PG 0054
BK 8230 PG 0113
:EN(b u) I + "e) "
NORTH CAROLINA GENERAL WARRAN'1'VDFED
Teat $ 640.00
FIND 110CTAONICAW
vxmrr onu1Q4'Y 110
CUSTAL D. arfrIT AD
8IM 8sp 02, 2021
AT 04s09:00 M
WOK 09230
AWT RAID 0113
W NAGS Oils
INSTaUA!>9b1T $ 41916
E=Ist TAX $640.00
Fa<coll*gdit 0.09003021 Vesi£edby Cowliyoodw—JayOf - ,20_
B
1dYsiow to, BARMLM L PC 570 ILLAUM ROM,$ 8117
This Jestri meat was p pared by:
H�desoripticn �x the Indent:
TWDE®ulsde thin 30 day of Aumnat 24a1 • by and 6eNvean►
W1LLIA am SUNlt4t131um
P.Q. BOX 3263
MONROB,NC 28111,3263
SPARK H ATIlVIIMPR01'B1tTY UC
113 ENCLAVE MMDWSLANE
WWD1NGMI�NC28104
Bnter in appsoprlaw black far enols ()meter and Wintee, smm% millagaddizis, and, R�pP�Pd�. charactsro#enliiy, e.g.
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tbome pm=tn does ,grant, bargsdn, sell and cunveyUnW ilia Qrsnteo 1nf8Ds1mple, ell thateeltaia 1at,palmi of lend otcott&imini im unit
Ou sted in dw City of Tawerhip, UNION _ Cmmty,
Nardi Caraft and mope pardcullarly dooribed as follow,
***MEE7iHID tNATAalEDHBRBMFOR LBUALDB9C1iip'iMN***
The pwptuq heralmabove described tune ncguic,sd by Orantu by instrunwit marded InBook _ page
All ore portion of til9 property hereln uaRvayed _ indudw or X- doeq spat in0X& the pdmlry fVldasee of a 00MV,
A mtp shl wft the above described propeftyis recurded in plat Beak page
Pap 1 Of1
NC BUAl/adRdM Perm Nm 3 df 197C%Hewed C 197f.20a2, 2013 'litis standard tam his been approved by,
hiniod by Apsowl with 0ea NC Dos Aaeocts lon-1981 Nash Omliaa Bar Aasociattoa—NC HarFuem Wo.3
submitted electronically by "xamiltoa stephena Mole + Martin, PLLV
in compliance with North cetrolina statutes overning recordable dtcuaents
and the terms of the submitter egroeslent wi h the Union canary tteiister of D4240,

BK 8377 PG 0055
BK 8230 PG 0114
TONAVE AND TO HOLD tho afotr:asid lotorparoolaflaud and allpriWagm and appulbensncudweto beta*4 to theC#tluatee la tee
simply
And the Gmetar coveamts. with do Graattle:, thatGrantor fa seised a1 the prarntses In lira wimple, imm the right to Convey themama hh fee
almplo, fist title is nrartmt*le smd tree and Chew of alleneun*rams, and first (irrntor will yyarraatand delbW the title against the iawtitl
claim of all permoaa wihomwrmr, other than the fallowing acelkom
IN WITNESS WHEREOF. the Gmawhas duty exeeated the fo noing as of Weds and first above rlttea,
1
---..... Obdty Name) Prluwype Neme'y,�p,W MI:NAI l�tl1RA ,�
pfitttf!'ype Name & Ti F l rlhat/ljrpe Name
By, "-
Priuveypd mmo & .Mk
Pia Nama &Title• Pdnt rAO Name: —
Steteof-G`ptuh WCltyof
I, the unftmlped 11" Bublle of the County or I and Stabs etot+ ld4 y that
WILLIAMCIiA1?� �` osltyappa�adim mtnootldedayaadaa�dwlerl�td iue
euecattan afthe dbmi dng iastthutteat fbr diepnhpM shnyhasd todNc�rlol stahthp ar seaitide 3OIh dayof
Augo 20 2l. NO fo
r
1� a O' ij otmy Public
My CiOnuttiaeioa >rhtgiaen. � w W...•,.�$
(A -Sol) rna'1'�.. N °T� orTgpediVame
state of _ �. _..--C/ouoty or MY of
L &eimdersigned Nmw Publk of tba County or City of sad State siitresaicl, ►drat
pataouallyappatral6�fineurothiadnyaod adoaawiedgedttoechhe
execution of the itaegafng hhatntthtehtt lint the putposas therelaeaglressed, Witness my lead aadNaladal mtamp at saal this — dadr of
M
My Comtnlaaiau )gxpirM
(Affix Seal}
NotaryAabhe
Nataq PtltaedorlypodName
-,State a r - Cotuoty or City of
1, the uodersoW Notary public of the Onsty or City of, ..�� .r head State ahmsdd, +*ify that
pemunally cams before me Me day and uclmwledged that
-fie is Iho . -^ of a NbM Cahalim or
oarpcwstwaf stimil liability compauylgenarel paths liiraMpaunerahlp (strum through the
itmpplfcabla), and that by authnsity duly ON and se the art of such eadty, _,he slgned the foragalag iaetroxam In Its same on its
behalf as its act and &W. Witums my hand sad Nowdal stomp or seul, this —day of _— — , 2Q_a
my Convaission lixpims:
(Affix Seal)
lrlotory public
Notaty'alf niod.or'I)pedName
ease aoM
Xr. Bar Aseoclsdm Fmm Nn. 301976.Rs%r11adGLff7.2M1 2M3 Va sundad form has bean approved by;
hxtetsa by Ag=meatwirh&atVCBerAsaa kdm-• 1961 matt Ojolln Her Aimladm —NC Bu Fanny, 3

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BK 8230 PG 0115
EXHIBIT "'W
Being that certain parcel shown on map of the orrginal Boundary and Divisicn Survey
prepared byleffrey S. Gordon, NCPLS for William Chad Summglfn dated Augur! 31, 2012 and
recorded In Cabinet L, File 73X Union County Registry, said parcel containing 25975 acres,
more or less, and
LESS AND EXCEPT Z.97 acres as shown on map of revised sunmy prapered by Jeffrey S.
Gordon, NCPLS, dated lone Z&, 2019 and recorded In Cabinet 0, File ML, uelsat County
Registry, said parcel containing 23.009 acres, more or less. Plat reference is hereby made for
a more particular deception.