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NCC240006_FRO Submitted_20240103
FINANCIAL RESPONSIBILITY/OWNERSHIP FORM SEDIMENTATION POLLUTION CONTROL ACT No person may initiate any land-disturbing activity on one or more acres as covered by the Act before this form and an acceptable erosion and sedimentation control plan have been completed and approved by the Land Quality Section, N.C. Department of Environmental Quality. Submit the completed form to the appropriate Regional Office. (Please type or print and, if the question is not applicable or the e-mail address or phone number is unavailable, place N/A in the blank.) Part A. 1. Project NameWarsaw BESS Project 2. Location of land-disturbing activity: County D u p I i n City or Township Warsaw Penny Branch Road 35.002233 78.114969 Highway/Street Latitude(decimal degrees) Longitude(decimai degrees) 3. Approximate date land-disturbing activity will commence:JanuarY 8, 2024 4. Purpose of development (residential, commercial, industrial, institutional, etc.): Industrial 5. Total acreage disturbed or uncovered (including off-site borrow and waste areas): 9.9 acres 6. Amount of fee enclosed: $2'000.00 + $1 ,000 The application fee of$100.00 per acre (rounded up to the next acre) is assessed without a ceiling amount (Example: 8.10-acre application fee is $900). Checks should be addressed to NCDEQ. 7. Has an erosion and sediment control plan been filed? Yes❑ Enclosed ❑x No ❑ 8. Person to contact should erosion and sediment control issues arise during land-disturbing activity: Name Jena Mier E-mail Address Mierjs@bv.c0m Phone: Office# 913-458-2509 Mobile# N/A 9. Landowner(s)of Record (attach accompanied page to list additional owners): Pearl R. West Name Phone: Office# Mobile# PO Box 337 Current Mailing Address Current Street Address Warsaw NC 28398-0337 City State Zip City State Zip 10. Deed Book No. 1083 Page No. 742 Provide a copy of the most current deed. Part B. 1. Company(ies)who are financially responsible for the land-disturbing activity(Provide a comprehensive list of all responsible parties on accompanied page.) If the company is a sole proprietorship or if the landowner(s)is an individual(s), the name(s)of the owner(s)may be listed as the financially responsible party(ies). Duke Energy Progress, LLC sarah.santos@duke-energy.com Company Name E-mail Address 526 South Church Street ECI-05A 526 South Church Street ECI-O5A Current Mailing Address Current Street Address Charlotte, NC 28202 Charlotte, NC 28202 City State Zip City State Zip Phone: Office# 980-373-6211 Mobile# N/A Note: If the Financially Responsible Party is not the owner of the land to be disturbed, include with this form the landowner's signed and dated written consent for the applicant to submit a draft erosion and sedimentation control plan and to conduct the anticipated land disturbing activity. 2. (a) If the Financially Responsible Party is a domestic company registered on the NC Secretary of State business registry, give name and street address of the Registered Agent: CT Corporation System N/A Name of Registered Agent E-mail Address 160 Mine Lake Ct, Suite 200 160 Mine Lake Ct, Suite 200 Current Mailing Address Current Street Address Raleigh, NC 27615 Raleigh, NC 27615 City State Zip City State Zip Phone: Office# 919-821 -7139 Mobile# N/A John Weber Name of Individual to Contact(if Registered Agent is a company) (b) If the Financially Responsible Party is not a resident of North Carolina, give name and street address of the designated North Carolina agent who is registered on the NC Secretary of State business registry: Name of Registered Agent E-mail Address Current Mailing Address Current Street Address City State Zip City State Zip Phone: Office# Mobile# Name of Individual to Contact(if Registered Agent is a company) (c) If the Financially Responsible Party is engaging in business under an assumed name, give name under which the company is Doing Business As. If the Financially Responsible Party is an individual, General Partnership, or other company not registered and doing business under an assumed name, attach a copy of the Certificate of Assumed Name. Company DBA Name The above information is true and correct to the best of my knowledge and belief and was provided by me under oath. (This form must be signed by the Financially Responsible Person if an individual(s) or his attorney-in-fact, or if not an individual, by an officer, director, partner, or registered agent with the authority to execute instruments for the Financially Responsible Party). I agree to provide corrected information should there be any change in the information provided herein. 6,r- e-f,",-.7 P.- ST 47/1 tit r pr Type of r c �//Lt Aft Jed— (pr name Title or Authori't�r PeinCE4 /'242 13/245 .23 Signature Date I, Y{\ _ J C . i , a Notary Public of the County of V V -e(,k1-eitAl60 r°3-- State of North Carolina, hereby certify that &ree�t� P Cr\cF(i1tOrr appeared personally before me this day and being duly sworn acknowlecge hat the above form w s executed by him/her. Witness my hand and notarial seal, this O day of , 20 23 } Notary MrycDaniel N tuty Public Mecklenburg County, N My commission expires C.� S /25/7-°Va My Commission ExpB •Z ?Z°�! Continued from Items 9 & 10 in Part A of the Financial Responsibility/Ownership Form for multiple owners. Attach copies of this page as needed to list all landowners. Landowner 2 of Record: Walter P. West Name Phone: Office# Mobile# PO Box 337 Current Mailing Address Current Street Address Warsaw NC 28398-0337 City State Zip City State Zip Deed Book No. 1 083 Page No. 742 Provide a copy of the most current deed. Landowner 3 of Record: Barbara R. Shook Name Phone: Office# Mobile# PO Box 337 Current Mailing Address Current Street Address Warsaw NC 28398-0337 City State Zip City State Zip Deed Book No. 1 083 Page No. 742 Provide a copy of the most current deed. Landowner 4 of Record: C. Michael Shook Name Phone: Office# Mobile# PO Box 337 Current Mailing Address Current Street Address Warsaw NC 28398-0337 City State Zip City State Zip Deed Book No. 1 083 Page No. 742 Provide a copy of the most current deed. Landowner 5 of Record: Wanda P. Batts Name Phone: Office# Mobile# 787 Penny Branch Rd Current Mailing Address Current Street Address Warsaw NC 28398 City State Zip City State Zip Deed Book No. 1 892 Page No. Provide a copy of the most current deed. Continued from Item 1 in Part B of the Financial Responsibility/Ownership Form for multiple parties. Attach copies of this page as needed to list all financially responsible parties. Company 2 Name E-mail Address Current Mailing Address Current Street Address City State Zip City State Zip Phone: Office# Mobile# Company 3 Name E-mail Address Current Mailing Address Current Street Address City State Zip City State Zip Phone: Office# Mobile# Company 4 Name E-mail Address Current Mailing Address Current Street Address City State Zip City State Zip Phone: Office# Mobile# Company 5 Name E-mail Address Current Mailing Address Current Street Address City State Zip City State Zip Phone: Office# Mobile# BGQO._ 083PAGE 7 €12 '92 JUL 20 PP1 1 0S IWIL.L.IAMS REGISTER OF DEEDS DUPLIN OcitINTy, N.C. Excise Tax — 0 Recording Time, Book and Page �2 e 0(� Tax Lot No. Parcel `I� )fier No. Verified by County on the day of , 19 ... .. � by Mail after recording to .,..(4 194.4,44 7 �'`)�—�2-0•4'�� � This instrument was prepared by ..G.xaha>1..A,...Phil. 1ps.,...►Ir. ,...Attorney ..at...Law.,...Wallace.,...N.....C.., .284.66 Brief description for the Index NORTH CAROLINA GENERAL WARRANTY DEED THIS DEED made this 7 day of July , 19....92.. , by and between GRANTOR GRANTEE DOLIA RAYNOR, WIDOW PEARL R. WEST DURWOOD RAYNOR BARBARA R. SHOOK OF DUPLIN COUNTY NORTH CAROLINA Enter in appropriate block for each party: name, address, and, if appropriate, character of entity, e.g. corporation or partnership. The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. WITNESSETH, that the Grantor, for a valuable consideritti n a d lJ t G meri, the receipt of which is hereby acknowledged, has and by these presents d(CA"�E �r�tn a ,a`i}iLesen�rf oii yF i+P tTegYagitee in fee simple, all that certain lot or parcel of land situated in the City of WARSAW . Township, DUPLIN County, North Carolina and more particularly described as follows : Tract One : iytrig and being in Warsaw Township, Duplin County, North Carolina, bounded and described as follows : BEGINNING at an iron stake in the North right of way line of the Atlantic Coast Line (Clinton Branch) Railroad (Ray Batts . corner) and runs as Batts ' line N. 11 deg. 30 min . East 2169 ft. to Batts ' corner; thence as R. M. Herring's line N. 30 deg. 15 min. East 182.5 ft to the center of the paved highway; thence as the center of the highway South 57 deg. 30 min. East 206 feet; thence leaving the highway with Batts' line N. 49 deg. 30 min. East 259 ft. to a ditch; thence as the ditch North 56 deg. 30 min. East 115 feet and N. 44 deg. 30 min. E. 235 feet to the intersection with another ditch ; thence as the other ditch and leaving the ditch N. 35 deg. W. 650 feet to a stake in Fennell Frederick' s line; thence as Frederick' s line N. 74 deg. East 913 feet to a stake in Bostic's line; thence as his line S . 13 deg. 50 min. East 590 feet to a stake; thence with R. M. Herring' s line to and with a ditch S . 53 deg. 15 min. West 607 feet to another ditch; thence S. 38 deg. 45 min. West 547 feet to the center of the paved highway; thence South 2 deg. 30 min. West 1995 feet to a stake in the North right of way line of the Atlantic Coast Line Railroad , thence as the North right of way line of the railroad N. 89 deg. 30 min, West 964 feet to the beginning, containing 54. 6 acres. Further reference is hereby made to Deed Book 359 Page 234 of the Duplin County Registry for a more perfect and accurate description . Continued N,C. Bar Assn.Form No.3A 1977 Printed by Agreement with the N.C. Bar Assn. Poole Printing Co.,Inc. P.O.Box 58487, Raleigh,N.C.2765E B G 01i IOciiPAGE 7 "? Tract Two: BEGINNING at a stake on the North side of the Road, now R. M. Herring ' s corner and runs with his line and a ditch, North 10 deg. E. 358 feet to a turn in said ditch thence with said ditch North 25 deg. 45 minutes East 274 feet to a stake at another ditch ; thence with this ditch North 39 deg. West 49 feet North 51 deg. 30 min. West 100 feet, North 44 1/2 degrees West 189 feet to a stake , Bland Raynor's corner ; thence with his line, South 38 degrees and 45 min. West 547 feet to a stake his corner in the center of the aforesaid road; thence with said road as it curves Eastward 585 feet to the BEGINNING, containing 4 . 95 acres, more or less. Further reference is also made to Deed Book 503 Page 481 of the Duplin County Registry. EXCEPTING. HOWEVER, THE FOLLOWING Located in Warsaw Township , Duplin County, State of North Carolina, approximately one and one-tenth miles northwest along S . R. No . 1340 from the Town of Warsaw and being described as follows : BEGINNING at an iron stake at the intersection of the pavement centerline of S . R. No . 1340 and an 18. inch concrete pipe culvert under said road at the southeast corner of a 4 . 95 acre tract described in a deed to Bradley Bland Raynor as recorded in Book 503 Page 481 of the Duplin County Registry and runs thence: 1. With the pavement centerline of S . R. No . 1340 as it curves to an iron stake (chord of said curve being North 39 degrees 20 minutes West 256. 60 feet) thence ; 2. With a new line North 50 degrees 40 minutes East 200.00 feet to an iron stake ; thence 3. With a new line South 39 degrees 20 minutes East 92 . 80 feet to an iron stake in a ditch; thence 4. With a ditch and the old R. M. Herring line South 11 degrees 20 minutes West 258.60 feet to the Point of BEGINNING, containing 0. 80 acres, more or less , and being a part of that land in a deed to Bradley Bland Raynor and wife. as recorded in Book 503 , Page 481 of the Duplin County Registry. Further reference is hereby made to Deed Book 699 Page 70 of the Duplin County Registry for a further and more accurate description. IT BEING THE INTENT OF THE GRANTOR , DOLIA RAYNOR, TO RESERVE A LIFE ESTATE IN THE ABOVE DESCRIBED PROPERTY . ..... ._ ,.._ ..-, .w.n•1Ma-.•v'n.+•e.nww N{h.ewe•F.ySv+r4f4.a•�••a.w.wo..ewV.••r.aU•.w •••» .._ . BOOK IJiPAGE 744 The property hereinabove described was acquired by Grantor by instrument recorded in A map showing the above described property is recorded in Plat Book page TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simpler reserving a life estate of Dolia Raynor . Assuhh ect tQ a life estat of Dolia Ra not [. And the Grantor covenants with the Grantee, that :ran"tm is seized-of The premises n fee simple, as the right to convey the same in fee simple, that title is marketable and free and clear of all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions hereinafter stated. Title to the property hereinabove described is subject to the following exceptions: IN WITNESS WHEREOF, the Grantor has hereunto set his hand and seal, or if corporate, has caused this instrument to be signed in its corporate name by its duly authorized officers and its seal to be hereunto affixed by authority of its Board of Directors, the day and year first above written. R\outrsit\. ..(SEAL) (Corporate Name) DOLIA RAYNOR z By: ',. (SEAL) President Z ATTEST: (SEAL) Secretary (Corporate Seal) 'w7 (SEAL) (SEAL) (Corporate Name) z By: G (SEAL) President i ATTEST: (SEAL) ) secretary (Corporate Seal) 44 (SEAL) BK 1892 PG 1 - 5 (5) DOC# 10022716 This Document eRecorded: 03/21/2019 09:42:31 AM Fee: $26.00 DocType: DEED Tax: $0.00 Duplin County, North Carolina June H. Hargrove, Register of Deeds This certifies that there are no deliquent ad valorem taxes, which the D.tplin County Tax Collector is charged with collectiong, that are a lien on Parcel Identification Number 01-95, 01-96, 01-97 Duplin County Assessor's Office. This is not a certification that the PIN matches the deed description. GARY M. ROSE-TAX COLLECTOR/ASSESSOR B �� - -- lax Accepted Date 03/21/2019 The attorney preparing this instrument tlas made no record search or tide examination As to the property btrtin described,unless the same is shown by his written and signed certificate Excise Tax: $0.00(GIFT) Parcel Identification Number: 01-95 (Tract No. 1);01-97(Tract No.2);and 01-96(Tract No. 3) This Instrument Prepared By: Moore& Kenan Attorneys at Law; PO Box 957, Burgaw, NC 28425 STATE OF NORTH CAROLINA COUNTY OF DUPLIN COUNTY GENERAL WARRANTY DEED This General Warranty Deed is made and entered into this the 20`h day of March 2019 by and between VIVIAN RAY BATTS and wife, WANDA P. BATTS (husband and wife and hereinafter referred to as"Grantor"); and WANDA P. BATTS(Married) whose address is 787 Penny Branch Road; Warsaw, North Carolina 28398, (hereinafter referred to as "Grantee"); WITNESSETH: Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple,all those certain tracts or parcels of land situated in plan County North Carolina and being more particularly described as follows, to wit: 1 submitted electronically by "Moore & Kenan Attorneys at Law" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Duplin county Register of Deeds. BK 1892 PG 2 DOG# 10022716 TRACT NQ. I; (Parcel No. 01-95) Located in Warsaw Township,Duplin County, State of North Carolina and being more fully described as follows: BEGINNING at a stake in the center of the public road leading to Warsaw, North Carolina, Penny Branch Club House corner and runs as a ditch to the following courses and distances: South 43 degrees 45 minutes West; South 31 degrees 30 minutes West 300 feet; South 10 degrees 45 minutes West 278 feet to a stake on the northern margin of A.C.L. East Railroad; thence as the northern margin of said railroad eastward 455 feet to a stake; thence North 11 degrees 30 minutes East 2169 feet to a stake on ditch; thence North 58 degrees 45 minutes West 254 feet; thence North 30 degrees 15 minutes East 188 feet to a stake in the corner of the public road; thence as the center of the public road South 57 degrees 30 minutes East 460 feet to a stake in public road leading to Warsaw;thence leaving said public road North 49 degrees 30 minutes East 259 feet to a stake on ditch; thence as ditch North 56 degrees 30 minutes East 115 feet; thence North 44 degrees 30 minutes East 235 feet to a stake on Penny Branch;thence as Penny Branch and continued North 35 West 650 feet to a stake on line of Fennell Frederick; thence as his line South 74 degrees West 928 feet to a stake in the center of the public road; thence as the center of the public road South 23 East 382 feet to a stake in the center of the Warsaw-Clinton public road; thence eastward with road to the beginning,containing 60.8 acres, more or less. EXCEPTING HOWEVER, from the above conveyance, about ''/2 acre of land on which the Penny Branch Club House is located; and being the same lands described in Deed Book 411, at Page 621 of the Duplin County Registry. The above-described tract of land was conveyed to Vivian Ray Batts and wife, Wanda P. Batts from Ethel R. Bans in a deed recorded in Deed Book 1148,at Page 113 of the Duplin County Registry. TRACT NO. 2: (Parcel No. 01-97) Located in Warsaw Township, Duplin County,State of North Carolina about one mile West of the Town of Warsaw and being more particularly described as follows: BEGINNING at a point in the center o the Warsaw-Clinton old road, a new corner which is located South 63 degrees East 139 feet from E.R. Batas and Club House lot joint corner at the center of a culvert and runs thence from said new corner with the road South 58 degrees 30 minutes East 150 feet to the E.R. Batts and R.M. Herring joint corner at the center of the road; thence with the Batts-Herring line to and with a wire fence South 30 degrees 15 minutes 188.50 feet to a corner fence post;thence a new line with a wire fence North 58 degrees 30 minutes West 150 feet to a stake; thence leaving the fence North 30 degrees 15 minutes East 188.5 feet to the Beginning, containing 0.62 acres, more or less. Being the same lands as set forth in a deed dated, June 5, 1967, from E.R. Batts and others,to Dannie H. Batts and wife, Linda Del Batts and recorded in Deed Book 633, at Page 626 of the Duplin County Registry. 2 BK 1892 PG 3 DOC# 10022716 The above-described tract of land was conveyed to Vivian Ray Batas and wife, Wanda P. Batts from Ethel R. Batts in a deed recorded in Deed Book 1148, at Page 115 of the Duplin County Registry. TRACT NO. 3: (Parcel No. 01-96) Located in Warsaw Township,Duplin County, State of North Carolina and being more particularly described as follows: BEGINNING at a PK nail in the center of Secondary Road No. 1341,which said PK nail beginning corner, is located South 76 degrees 55 minutes East 26.16 feet as measured along the center of Secondary Road No. 1341 from a point at its centerline intersection with Secondary Road No. 1340, and from said beginning corner so located,running thence as follows: with the center of Secondary Road No. 1341 as it curves, a chord of South 61 degrees 47 minutes East 139.00 feet to an existing iron stake, Ethel R. Batts' corner; thence with Ethel R. Bans line South 31 degrees 51 minutes West 188.50 feet to an iron stake; thence a new line North 56 degrees 43 minutes West 176.03 feet to an iron stake in a ditch; thence with said ditch North 44 degrees 52 minutes East 179.90 feet to the point of beginning containing 0.66 acres, more or less,as surveyed by William G. Moore, Registered Land Surveyor, with all lines shown correct in their angular relation and relative to the 1987 magnetic meridian. The above-described tract of land is a part of that 60.8 acre tract of land described in a deed dated,February 8, 1952, from R.M. Herring and wife, Nancy D. herring to E.R. Bans recorded in Deed Book 471, at t Page 345 of the Duplin County Registry. For further reference see a copy of the Last Will and Testament of E.R. Bans of record in the Office of the Clerk of Superior Court, Duplin County, State of North Carolina. The above-described tract of land was conveyed to Vivian Ray Batts and wife, Wanda P. Batts from Ethel R. Batts in a deed recorded in Deed Book 977, at Page 311 of the Duplin County Registry. The purpose of this deed is to terminate the tenancy of tenants by the entirety in Tract Numbers 1, 2 and 3 between Vivian Ray Batts and wife, Wanda P. Batts and to convey title to such tracts to the Grantee, Wanda P. Batts, in accordance with N.C.G.S. §39-13.3(c) TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The Tract Number 2 herein conveyed does include the primary residence of the Grantor. And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of BK 1892 PG 4 DOC# 10022716 all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions hereinafter stated. Title to the property hereinabove described is subject to the following exceptions: I. Duplin County ad valorem taxes for the year 20l 9. 2. Restrictions of record, if any. 3. Utility, roadway and other easements of record, if any IN WITNESS WHEREOF, the respective Grantors have hereunto set their hand and seal to this instrument as of the day and year first above written. fps% •., 44 A 00 (SEAL) Vivian Ray Batts STA fh OF NORTH CAROLINA COUNTY OF PENDER I, Robert C. Kenan,Jr., a Notary Public of the aforesaid County and State do hereby certify that Vivian Ray Batts (the"Signatory")personally appeared before me this day and acknowledged the execution of the foregoing instrument. I certify that the Signatory personally appeared before me this day and (check one of the follows g and mark through all blank lines or spaces in the certificate) .I have personal knowledge of the identity of the Signatory; or I have seen satisfactory evidence of the Signatory's identity,by a current state or federal identification with the Signatory's photograph in the form of: (check one of the following): a driver's license; or in the form of ;or a credible witness has sworn to the identity of the Signatory. The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated. Witness my hand and official stamp or seal this the 20th day of March 2019. Notary `=.: ce,"� My Commission Expires:June 8, 2023. County My Cortsm Exp yo O6-O8-2023 Tr ti'T `11/ .ti CA R3 ,,�. BK 1892 PG 5 DOC# 10022716 liG fr�G'.� (SEAL) Wanda P. Batts STATE OF NORTH CAROLINA COUNTY OF PENDER 1, Robert C. Kenn,Jr., a Notary Public of the aforesaid County and State do hereby certify that Wanda P. Batts(the "Signatory")personally appeared before me this day and acknowledged the execution of the foregoing instrument. I certify that the Signatory personally appeared before me this day and (check one of the foltowin and mark through all blank lines or spaces in the certificate) I have personal knowledge of the identity of the Signatory; or I have seen satisfactory evidence of the Signatory's identity, by a current state or federal identification with the Signatory's photograph in the form of: (check one of the following): a driver's license;or in the form of ; or a credible witness has sworn to the identity of the Signatory. The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated. Witness my hand and official stamp or seal this the 20th day of March 2019. 'Diary P My Commission Expires: June $,2023. Notary pubic c ' Fender County try C°r°'n,- EKp. - o os-as.acz3 :, �, `' �f CAR0'''' ''i 1,000 5 SECOND AMENDMENT TO GROUND LEASE:AGREEMENT TIllS SECOND AMENDMENT TO GROUND LEASE AGREE311:N l (the ",5ee,im1 .-In►emfntr►ti"), is made efThetive a t,a 2014, by and between Vivian Ray Batts and 1Vanda P. Batts(collectively, the"L►►►nllo,•,r"),and WARSAW FARi11,I.LC,a North Carolina limited liability company ("7imant"). I'he 1 andlord and Tenant are sometimes referred to individually as a "Parte"and collectively as the "Paretic" RECITALS: A. The Parties entered into that certain Ground Lease Aureemcnt,dated September l9.2013,as amended1 by that First Amendment to Ground Lease Agreement between the Parties dated March 28.2014(together,the "Leave").pursuant to which Landlord agreed to lease to Tenant approximately 37.4.13 acres ofreal property located at 790 Penny Branch Road, Warsaw,NC 2839S(the•'!.a►ur); D. The Lease term has not commenced with respect to any portion of the Land as of the date hereof. C. Tenant desires to commence the 1.easc term with respect to the portion of the !.and described on Exhibit A attached hereto and made a part hereof(the "Sul►-Purer!"), for purposes of constructing certain improvements thereon, including without limitation a substation. Tenant does not wish to commence the Lease term with respect to any portion of the Land other than the Sub-Parcel. D. The Parties desire to amend the Lease to provide for the commencement of the Lease term with respect to the Sub-Parcel only. and to funky amend the Lease such that, following the commencement of the Lease term for the balance ol'the I and, the term and administration of the Lease shall be concurrent and identical fur bath the Sub-Parcel and the balance of the Land. NOW, THEREFORE. for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby amend the Lease to incorporate the foregoing Recitals and as further set forth below: 1. With respect to the Sub-Parcel,the Lease term will commence on September 1.2014(the"Sub- Pared t:oniMrnce»rent Dale")and continue pursuant to the terms oldie Lease, including without limitation the Lease tents,expiration date.and availability ot'any extension options. 2. On the Rent Commencement Date,the Sub-Parcel and the balance unlit:Land shall merge.and shall thereafter be treated as one and the same under the Lease for all purposes. 3. On the Sub-Parcel Commencement Date,Tenant, in consideration of leasing the Sub-Parcel for the Sub-Parcel Term, shall pay Landlord a one-time pay meat of multiplied by 9.1 9S acres)(the"Soh-Pored Term Cunnne►tcemcnt Fee"). 4. lithe Lease term for the balance of the Land actually commences before Rent Commencement Date,then the portion of the Sub-Parcel Term Commencement Fee allocable, pro rata daily baits.to the period hart een the Sub-Parcel Commencement Date and the Rent Commencement Bate, shall be applied towards the initial rent payment then otherwise due under Section 2(a)of the Lease. S. This Second Amendment shall apply only to the Sub-Parcel and shall not accelerate,delay or otherwise affect the commencement of the Lease term for the balance of the Land. 6. The Lease, as amended by this Second Amendment, contains the entire understanding and agreement of the Parties with respect to the subject matter herein and therein, and supersedes any prior understandings or agreements,whether written.oral or otherwise. 7. Capitalized temts used herein, and not otherwise defined, shall have the same meanings assigned to them in the Lease. All ot'the tenths and conditions ol'the Lease are incorporated herein by this reference. 8. This Second Amendment shall be duly executed as of the date first written above and may be executed by the Panics in as many counterparts as may be deemed necessary and convenient, hut all such counterparts shall constitute but one and the same instrument. 1141SS 1J��11� te 1141S S— 'V (.o33 ao 3'� 8�► 9. Except as cxpressl modified hereby. the terms and pros isium of the Lease shall remain in full force and effect.and is ratified.confirmed and alfirmed. SEPARATE SIGNATURE PAGE TO SECOND AMENDMENT TO GROUND LEASE AGREEMENT IN N ITNESS WHEREOF. the Parties have executed this Second .lmendment as of the date first written ahn e. TENANT: WARSAW FARM, LLC By: Strata Solar Development. LLC,its Member By Inti s Wilhelm, i\1anag LANDLORD: VIVIAN RAY BATES eL,—. -. C WAN I):A P.BATTS i Al 1.d& ( es.. C F\I111311 A Suh-Parcel: BEiNG all that tract of land containing an area of +/- 9 198 acres (400.677 square feet) located in Warsaw Township, Duplin County, North Carolina, said tract being part of Deed Book 1148, Page 113 of the Duplin County Registry and being more particularly described by courses based on North Carolina Grid Coordinate System (NAD83/11) and distances according to a survey entitled -Proposed Lease Area Exhibit on Vivian Ray Batts and wife, Wanda P. Batts Property for Warsaw Solar Farm, LLC' prepared by McKim & Creed, Inc dated May 29, 2014 and being more particularly described as fol`ows: COMMENCING at an iron rod set, said iron rod having NC Grid (NAD83111)coordinates of Northing = 458,049.42 feet, Easting = 2,264,685.73 feel; thence as lie lines the following two calls (1) south 56 deg 53 min. 07 sec, east 438.69 feet to a calculated point in the southern right-of-way line (allowing 60 feet) of Penny Branch Road and (2)south 09 deg. 18 min. 38 sec. west 160 53 feet to an iron rod found, said iron rod being the southeastern corner of Kenneth E. Houston and wife, Sheila F. Houston, the POINT OF BEGINNING; thence with the common property line of Vivian Ray Batts and wife, Wanda P. Batts and Pearl R. West and Barbara R. Shook south 06 deg 31 min. 27 sec. west 335.11 feet to a calculated point in the southern right- of-way line (allowing 100 feet)of a Carolina Power and Light Company power line easement: thence with the southern right-of-way line (allowing 100 feet)of the Carolina Power and Light Company power line easement south 76 deg 59 min. 25 sec west 887.44 feet to a calculated point in the eastern properly line of RSJ Properties, LLC; thence with the eastern property line of RSJ Properties, LLC north 04 deg. 20 min 02 sec. west 20.70 feel to an axle found, said axle being the northeastern corner of RSJ Properties, LLC and the southeastern corner of Dean P. Johnson, thence with the eastern property lines of Dean P Johnson along the centerline of a ditch the following eight calls: (1) north 15 deg 44 min. 46 sec east 44.90 feet to a calculated point, (2) north 10 deg. 38 min. 07 sec. east 163.82 to a calculated point, (3)north 08 deg. 44 min. 35 sec. east 86.82 feet to a calculated point, (4)north 14 deg. 14 min. 54 sec. east 65.26 feet to a calculated point, (5) north 24 deg. 50 min. 19 sec. east 23.57 feet to a calculated point, (6)north 34 deg. 45 min. 44 sec. east 60.56 feet to a calculated point, (7) north 39 deg. 13 min. 15 sec. east 59.35 feet to a calculated point and (8) north 37 deg 07 min. 54 sec. east 13.55 feet to a calculated point; thence with new lines with Vivian Ray Batts and wife, Wanda P. Batts the following six calls: (1)south 51 deg. 56 min. 37 sec. east 64.13 feet to a calculated point, (2) north 76 deg. 59 min. 25 sec. east 51.72 feel to a calculated point, (3) north 43 deg. 58 min. 37 sec. east 175.54 feet to a calculated point, (4) north 38 deg 31 min. 48 sec. east 51.73 feet to a calculated point, (5)north 28 deg. 14 min. 37 sec. east 54.02 feet to a calculated point and (6) north 26 deg. 21 min, 07 sec. east 62.46 feet to a calculated point in the southern line of Vivian Ray Balls and wife, Wanda P. Batts (Deed Book 977, Page 311); thence with the southern line of Vivian Ray Balls and wife, Wanda P. Batts and Kenneth E. Houston and wife, Sheila F. Houston the following three calls: (1) south 62 deg. 49 min. 22 sec. east 79.03 feet to a calculated point, (2)south 64 deg. 21 min. 19 sec east 150.12 feet to an iron rod found, said iron rod being the southwestern corner of Kenneth E. Houston and wife, Sheila F. Houston and (3)south 64 deg. 11 min. 10 sec. east 253.89 feet to an iron rod found, the BEGINNING iron rod and containing +/- 9.198 acres (400,677 square feet). ri BOOK . i 6 0-% PAGE rl LI rl Aii ;,.^ rA ';CP...' NOfTII CAROLINA, __ _D11pL ui --__County. 4„i • (.) .1 , { • g I, a Notary Public of a ounty and State aforesaid, certify that __DOL1A_-RA-YNO . } • i .9t .w Q7 •- • - es Grantor 6t 1 { C' :▪ ^ personally appeared befure me this day and,acknowledged the execution of the foregoinginstrument. Witness my 4, •, • . • . . . .,. ....„ .• ,,... .'•,��t �f��ii,'.. ; a hand and official stamp or seal, this' day of _ _ _ ,19_7 My commission expires: .,__..�.µ 1__!_`_9 V _Z-e , i: G/e_ _ ,G e1Vitary Public SEAL- STAMP NORTH CAROLINA, County. •� I, a Notary Public of the County, and State aforesaid, certify that s�• -4.0 Grantor, N Xi personally appeared before me this day and acknowledged the execution of the foregoing instrument. Witness my d V! 'J hand and official stamp or seal, this day of ,19 My commission expires: Notary Public SEAL - STAMP NORTH CAROLINA, County. MI, a Notary Public of the County and State aforesaid, certify that A4 u • Grantor, 01 m personally appeared before me this day and acknowledged the execution of the foregoing instrument. Witness my in 'D hand and official stamp or seal, this day of ._ , 19 My commission expires: .. .. Notary Public SEAL- STAMP NORTH CAROLINA, - County. t I, a Notary Public of the County and State aforesaid, certify that -_...__. • M At Grantor, es 01 personally appeared before me this day and acknowledged the execution o the foregoing instrument. Witness my hand and official stamp or seal, this day of ,I{.,;.`'. 9.;'..i 1 "roe r 1... ,r ` ,, ,-,,i,•Mti My commission expires: ____.._.. 4 :C. .. ti "-�`s','k; i l tarp Public tom. ;• p„` . 1 ;' liwolitvt, 61"--T-4,4' ' ri``.'` i+pM�i SEAL- STAMP NORTH CAROLINA, _____ __-. __County. ,,+ 1,:. ' �. I, a Notary Public of the County and State aforesaid, certify t1tia • _' `': , q personally came before me this clay and acknowledged that _ he is r`•`s,-• '_. } �,- • , HH`__ Secretary of i-sa North Carolina corpora ar +. authority duly .11 .,.- f 44 01 w given and as the act of the corporation, the foregoing instrument was signed in its name'- Rear a President, sealed with its corporate seal and attested by ___- as its - __ . Secretary. Witness my hand and official stamp or seal, this ___..__ day of ._ • ,19_.____. My commission expires: Notary Public SEAL- STAMP NORTH CAROLINA, ._ - . -___ .__________-- County. I, a Notary Public of the County and State aforesaid, certify that __._____, 'W personally came before me this day and acknowledged that ____ he is Secretary of a North Carolina corporation, and that by authority duly PI given and as the act of the corporation, the foregoing instrument was signed in its name by its 4 President, sealed with its corporate seal and attested by as its Secretary. Witness my hand and official stamp or seal, this day of , 19 My commission expires: _Notary Public The foregoing Certificate(s) of �� J� ' 441 i v 1/are certified to be correct. This instrument and this certificate are duly registered at the date and time and in the Book and Page shown on the first page hereof. .J YCE J. WILLIAM REGISTER OF DEEDS r�OR__---DUP-LI-N -.-..----_.-COUNTY By J�i� / -•-_ toi Ileputy/Aaaisbant-Register of Deeds. N.C.Bar Assn, Form No.3A® 1977 Printed by Agreement with the N.C.Bar Assn. Poole Printing Co.,Inc.P.O.Box 58487,Raleigh,N.C.27658 INDEXED• ,/, ge 1,4 BK 1892 PG 1 - 5 (5) DOC# 10022716 This Document eRecorded: 03/21/2019 09:42:31 AM Fee: $26.00 DocType: DEED Tax: $0.00 Duplin County, North Carolina June H. Hargrove, Register of Deeds This certifies that there are no deliquent ad valorem taxes, which the D.tplin County Tax Collector is charged with collectiong, that are a lien on Parcel Identification Number 01-95, 01-96, 01-97 Duplin County Assessor's Office. This is not a certification that the PIN matches the deed description. GARY M. ROSE-TAX COLLECTOR/ASSESSOR B �� - -- lax Accepted Date 03/21/2019 The attorney preparing this instrument tlas made no record search or tide examination As to the property btrtin described,unless the same is shown by his written and signed certificate Excise Tax: $0.00(GIFT) Parcel Identification Number: 01-95 (Tract No. 1);01-97(Tract No.2);and 01-96(Tract No. 3) This Instrument Prepared By: Moore& Kenan Attorneys at Law; PO Box 957, Burgaw, NC 28425 STATE OF NORTH CAROLINA COUNTY OF DUPLIN COUNTY GENERAL WARRANTY DEED This General Warranty Deed is made and entered into this the 20`h day of March 2019 by and between VIVIAN RAY BATTS and wife, WANDA P. BATTS (husband and wife and hereinafter referred to as"Grantor"); and WANDA P. BATTS(Married) whose address is 787 Penny Branch Road; Warsaw, North Carolina 28398, (hereinafter referred to as "Grantee"); WITNESSETH: Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple,all those certain tracts or parcels of land situated in plan County North Carolina and being more particularly described as follows, to wit: 1 submitted electronically by "Moore & Kenan Attorneys at Law" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Duplin county Register of Deeds. BK 1892 PG 2 DOG# 10022716 TRACT NQ. I; (Parcel No. 01-95) Located in Warsaw Township,Duplin County, State of North Carolina and being more fully described as follows: BEGINNING at a stake in the center of the public road leading to Warsaw, North Carolina, Penny Branch Club House corner and runs as a ditch to the following courses and distances: South 43 degrees 45 minutes West; South 31 degrees 30 minutes West 300 feet; South 10 degrees 45 minutes West 278 feet to a stake on the northern margin of A.C.L. East Railroad; thence as the northern margin of said railroad eastward 455 feet to a stake; thence North 11 degrees 30 minutes East 2169 feet to a stake on ditch; thence North 58 degrees 45 minutes West 254 feet; thence North 30 degrees 15 minutes East 188 feet to a stake in the corner of the public road; thence as the center of the public road South 57 degrees 30 minutes East 460 feet to a stake in public road leading to Warsaw;thence leaving said public road North 49 degrees 30 minutes East 259 feet to a stake on ditch; thence as ditch North 56 degrees 30 minutes East 115 feet; thence North 44 degrees 30 minutes East 235 feet to a stake on Penny Branch;thence as Penny Branch and continued North 35 West 650 feet to a stake on line of Fennell Frederick; thence as his line South 74 degrees West 928 feet to a stake in the center of the public road; thence as the center of the public road South 23 East 382 feet to a stake in the center of the Warsaw-Clinton public road; thence eastward with road to the beginning,containing 60.8 acres, more or less. EXCEPTING HOWEVER, from the above conveyance, about ''/2 acre of land on which the Penny Branch Club House is located; and being the same lands described in Deed Book 411, at Page 621 of the Duplin County Registry. The above-described tract of land was conveyed to Vivian Ray Batts and wife, Wanda P. Batts from Ethel R. Bans in a deed recorded in Deed Book 1148,at Page 113 of the Duplin County Registry. TRACT NO. 2: (Parcel No. 01-97) Located in Warsaw Township, Duplin County,State of North Carolina about one mile West of the Town of Warsaw and being more particularly described as follows: BEGINNING at a point in the center o the Warsaw-Clinton old road, a new corner which is located South 63 degrees East 139 feet from E.R. Batas and Club House lot joint corner at the center of a culvert and runs thence from said new corner with the road South 58 degrees 30 minutes East 150 feet to the E.R. Batts and R.M. Herring joint corner at the center of the road; thence with the Batts-Herring line to and with a wire fence South 30 degrees 15 minutes 188.50 feet to a corner fence post;thence a new line with a wire fence North 58 degrees 30 minutes West 150 feet to a stake; thence leaving the fence North 30 degrees 15 minutes East 188.5 feet to the Beginning, containing 0.62 acres, more or less. Being the same lands as set forth in a deed dated, June 5, 1967, from E.R. Batts and others,to Dannie H. Batts and wife, Linda Del Batts and recorded in Deed Book 633, at Page 626 of the Duplin County Registry. 2 BK 1892 PG 3 DOC# 10022716 The above-described tract of land was conveyed to Vivian Ray Batas and wife, Wanda P. Batts from Ethel R. Batts in a deed recorded in Deed Book 1148, at Page 115 of the Duplin County Registry. TRACT NO. 3: (Parcel No. 01-96) Located in Warsaw Township,Duplin County, State of North Carolina and being more particularly described as follows: BEGINNING at a PK nail in the center of Secondary Road No. 1341,which said PK nail beginning corner, is located South 76 degrees 55 minutes East 26.16 feet as measured along the center of Secondary Road No. 1341 from a point at its centerline intersection with Secondary Road No. 1340, and from said beginning corner so located,running thence as follows: with the center of Secondary Road No. 1341 as it curves, a chord of South 61 degrees 47 minutes East 139.00 feet to an existing iron stake, Ethel R. Batts' corner; thence with Ethel R. Bans line South 31 degrees 51 minutes West 188.50 feet to an iron stake; thence a new line North 56 degrees 43 minutes West 176.03 feet to an iron stake in a ditch; thence with said ditch North 44 degrees 52 minutes East 179.90 feet to the point of beginning containing 0.66 acres, more or less,as surveyed by William G. Moore, Registered Land Surveyor, with all lines shown correct in their angular relation and relative to the 1987 magnetic meridian. The above-described tract of land is a part of that 60.8 acre tract of land described in a deed dated,February 8, 1952, from R.M. Herring and wife, Nancy D. herring to E.R. Bans recorded in Deed Book 471, at t Page 345 of the Duplin County Registry. For further reference see a copy of the Last Will and Testament of E.R. Bans of record in the Office of the Clerk of Superior Court, Duplin County, State of North Carolina. The above-described tract of land was conveyed to Vivian Ray Batts and wife, Wanda P. Batts from Ethel R. Batts in a deed recorded in Deed Book 977, at Page 311 of the Duplin County Registry. The purpose of this deed is to terminate the tenancy of tenants by the entirety in Tract Numbers 1, 2 and 3 between Vivian Ray Batts and wife, Wanda P. Batts and to convey title to such tracts to the Grantee, Wanda P. Batts, in accordance with N.C.G.S. §39-13.3(c) TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The Tract Number 2 herein conveyed does include the primary residence of the Grantor. And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of BK 1892 PG 4 DOC# 10022716 all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions hereinafter stated. Title to the property hereinabove described is subject to the following exceptions: I. Duplin County ad valorem taxes for the year 20l 9. 2. Restrictions of record, if any. 3. Utility, roadway and other easements of record, if any IN WITNESS WHEREOF, the respective Grantors have hereunto set their hand and seal to this instrument as of the day and year first above written. fps% •., 44 A 00 (SEAL) Vivian Ray Batts STA fh OF NORTH CAROLINA COUNTY OF PENDER I, Robert C. Kenan,Jr., a Notary Public of the aforesaid County and State do hereby certify that Vivian Ray Batts (the"Signatory")personally appeared before me this day and acknowledged the execution of the foregoing instrument. I certify that the Signatory personally appeared before me this day and (check one of the follows g and mark through all blank lines or spaces in the certificate) .I have personal knowledge of the identity of the Signatory; or I have seen satisfactory evidence of the Signatory's identity,by a current state or federal identification with the Signatory's photograph in the form of: (check one of the following): a driver's license; or in the form of ;or a credible witness has sworn to the identity of the Signatory. The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated. Witness my hand and official stamp or seal this the 20th day of March 2019. Notary `=.: ce,"� My Commission Expires:June 8, 2023. County My Cortsm Exp yo O6-O8-2023 Tr ti'T `11/ .ti CA R3 ,,�. BK 1892 PG 5 DOC# 10022716 liG fr�G'.� (SEAL) Wanda P. Batts STATE OF NORTH CAROLINA COUNTY OF PENDER 1, Robert C. Kenn,Jr., a Notary Public of the aforesaid County and State do hereby certify that Wanda P. Batts(the "Signatory")personally appeared before me this day and acknowledged the execution of the foregoing instrument. I certify that the Signatory personally appeared before me this day and (check one of the foltowin and mark through all blank lines or spaces in the certificate) I have personal knowledge of the identity of the Signatory; or I have seen satisfactory evidence of the Signatory's identity, by a current state or federal identification with the Signatory's photograph in the form of: (check one of the following): a driver's license;or in the form of ; or a credible witness has sworn to the identity of the Signatory. The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated. Witness my hand and official stamp or seal this the 20th day of March 2019. 'Diary P My Commission Expires: June $,2023. Notary pubic c ' Fender County try C°r°'n,- EKp. - o os-as.acz3 :, �, `' �f CAR0'''' ''i 1,000 5 SECOND AMENDMENT TO GROUND LEASE:AGREEMENT TIllS SECOND AMENDMENT TO GROUND LEASE AGREE311:N l (the ",5ee,im1 .-In►emfntr►ti"), is made efThetive a t,a 2014, by and between Vivian Ray Batts and 1Vanda P. Batts(collectively, the"L►►►nllo,•,r"),and WARSAW FARi11,I.LC,a North Carolina limited liability company ("7imant"). I'he 1 andlord and Tenant are sometimes referred to individually as a "Parte"and collectively as the "Paretic" RECITALS: A. The Parties entered into that certain Ground Lease Aureemcnt,dated September l9.2013,as amended1 by that First Amendment to Ground Lease Agreement between the Parties dated March 28.2014(together,the "Leave").pursuant to which Landlord agreed to lease to Tenant approximately 37.4.13 acres ofreal property located at 790 Penny Branch Road, Warsaw,NC 2839S(the•'!.a►ur); D. The Lease term has not commenced with respect to any portion of the Land as of the date hereof. C. Tenant desires to commence the 1.easc term with respect to the portion of the !.and described on Exhibit A attached hereto and made a part hereof(the "Sul►-Purer!"), for purposes of constructing certain improvements thereon, including without limitation a substation. Tenant does not wish to commence the Lease term with respect to any portion of the Land other than the Sub-Parcel. D. The Parties desire to amend the Lease to provide for the commencement of the Lease term with respect to the Sub-Parcel only. and to funky amend the Lease such that, following the commencement of the Lease term for the balance ol'the I and, the term and administration of the Lease shall be concurrent and identical fur bath the Sub-Parcel and the balance of the Land. NOW, THEREFORE. for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby amend the Lease to incorporate the foregoing Recitals and as further set forth below: 1. With respect to the Sub-Parcel,the Lease term will commence on September 1.2014(the"Sub- Pared t:oniMrnce»rent Dale")and continue pursuant to the terms oldie Lease, including without limitation the Lease tents,expiration date.and availability ot'any extension options. 2. On the Rent Commencement Date,the Sub-Parcel and the balance unlit:Land shall merge.and shall thereafter be treated as one and the same under the Lease for all purposes. 3. On the Sub-Parcel Commencement Date,Tenant, in consideration of leasing the Sub-Parcel for the Sub-Parcel Term, shall pay Landlord a one-time pay meat of multiplied by 9.1 9S acres)(the"Soh-Pored Term Cunnne►tcemcnt Fee"). 4. lithe Lease term for the balance of the Land actually commences before Rent Commencement Date,then the portion of the Sub-Parcel Term Commencement Fee allocable, pro rata daily baits.to the period hart een the Sub-Parcel Commencement Date and the Rent Commencement Bate, shall be applied towards the initial rent payment then otherwise due under Section 2(a)of the Lease. S. This Second Amendment shall apply only to the Sub-Parcel and shall not accelerate,delay or otherwise affect the commencement of the Lease term for the balance of the Land. 6. The Lease, as amended by this Second Amendment, contains the entire understanding and agreement of the Parties with respect to the subject matter herein and therein, and supersedes any prior understandings or agreements,whether written.oral or otherwise. 7. Capitalized temts used herein, and not otherwise defined, shall have the same meanings assigned to them in the Lease. All ot'the tenths and conditions ol'the Lease are incorporated herein by this reference. 8. This Second Amendment shall be duly executed as of the date first written above and may be executed by the Panics in as many counterparts as may be deemed necessary and convenient, hut all such counterparts shall constitute but one and the same instrument. 1141SS 1J��11� te 1141S S— 'V (.o33 ao 3'� 8�► 9. Except as cxpressl modified hereby. the terms and pros isium of the Lease shall remain in full force and effect.and is ratified.confirmed and alfirmed. SEPARATE SIGNATURE PAGE TO SECOND AMENDMENT TO GROUND LEASE AGREEMENT IN N ITNESS WHEREOF. the Parties have executed this Second .lmendment as of the date first written ahn e. TENANT: WARSAW FARM, LLC By: Strata Solar Development. LLC,its Member By Inti s Wilhelm, i\1anag LANDLORD: VIVIAN RAY BATES eL,—. -. C WAN I):A P.BATTS i Al 1.d& ( es.. C F\I111311 A Suh-Parcel: BEiNG all that tract of land containing an area of +/- 9 198 acres (400.677 square feet) located in Warsaw Township, Duplin County, North Carolina, said tract being part of Deed Book 1148, Page 113 of the Duplin County Registry and being more particularly described by courses based on North Carolina Grid Coordinate System (NAD83/11) and distances according to a survey entitled -Proposed Lease Area Exhibit on Vivian Ray Batts and wife, Wanda P. Batts Property for Warsaw Solar Farm, LLC' prepared by McKim & Creed, Inc dated May 29, 2014 and being more particularly described as fol`ows: COMMENCING at an iron rod set, said iron rod having NC Grid (NAD83111)coordinates of Northing = 458,049.42 feet, Easting = 2,264,685.73 feel; thence as lie lines the following two calls (1) south 56 deg 53 min. 07 sec, east 438.69 feet to a calculated point in the southern right-of-way line (allowing 60 feet) of Penny Branch Road and (2)south 09 deg. 18 min. 38 sec. west 160 53 feet to an iron rod found, said iron rod being the southeastern corner of Kenneth E. Houston and wife, Sheila F. Houston, the POINT OF BEGINNING; thence with the common property line of Vivian Ray Batts and wife, Wanda P. Batts and Pearl R. West and Barbara R. Shook south 06 deg 31 min. 27 sec. west 335.11 feet to a calculated point in the southern right- of-way line (allowing 100 feet)of a Carolina Power and Light Company power line easement: thence with the southern right-of-way line (allowing 100 feet)of the Carolina Power and Light Company power line easement south 76 deg 59 min. 25 sec west 887.44 feet to a calculated point in the eastern properly line of RSJ Properties, LLC; thence with the eastern property line of RSJ Properties, LLC north 04 deg. 20 min 02 sec. west 20.70 feel to an axle found, said axle being the northeastern corner of RSJ Properties, LLC and the southeastern corner of Dean P. Johnson, thence with the eastern property lines of Dean P Johnson along the centerline of a ditch the following eight calls: (1) north 15 deg 44 min. 46 sec east 44.90 feet to a calculated point, (2) north 10 deg. 38 min. 07 sec. east 163.82 to a calculated point, (3)north 08 deg. 44 min. 35 sec. east 86.82 feet to a calculated point, (4)north 14 deg. 14 min. 54 sec. east 65.26 feet to a calculated point, (5) north 24 deg. 50 min. 19 sec. east 23.57 feet to a calculated point, (6)north 34 deg. 45 min. 44 sec. east 60.56 feet to a calculated point, (7) north 39 deg. 13 min. 15 sec. east 59.35 feet to a calculated point and (8) north 37 deg 07 min. 54 sec. east 13.55 feet to a calculated point; thence with new lines with Vivian Ray Batts and wife, Wanda P. Batts the following six calls: (1)south 51 deg. 56 min. 37 sec. east 64.13 feet to a calculated point, (2) north 76 deg. 59 min. 25 sec. east 51.72 feel to a calculated point, (3) north 43 deg. 58 min. 37 sec. east 175.54 feet to a calculated point, (4) north 38 deg 31 min. 48 sec. east 51.73 feet to a calculated point, (5)north 28 deg. 14 min. 37 sec. east 54.02 feet to a calculated point and (6) north 26 deg. 21 min, 07 sec. east 62.46 feet to a calculated point in the southern line of Vivian Ray Balls and wife, Wanda P. Batts (Deed Book 977, Page 311); thence with the southern line of Vivian Ray Balls and wife, Wanda P. Batts and Kenneth E. Houston and wife, Sheila F. Houston the following three calls: (1) south 62 deg. 49 min. 22 sec. east 79.03 feet to a calculated point, (2)south 64 deg. 21 min. 19 sec east 150.12 feet to an iron rod found, said iron rod being the southwestern corner of Kenneth E. Houston and wife, Sheila F. Houston and (3)south 64 deg. 11 min. 10 sec. east 253.89 feet to an iron rod found, the BEGINNING iron rod and containing +/- 9.198 acres (400,677 square feet). i GROUND LEASE AGREEMENT THIS GROUND LEASE AGREEMENT (this "Lease") is made and entered into as of the IV" day of S�Pka•,bc,r , 2013 (the "Effective Date"), by and between Vivian Ray Batts and Wanda P. Batts (husband and wife), (the "Landlord") and Warsaw Farm, LLC (the "Tenant"). This Lease restates and replaces the previous Ground Lease Agreement signed on February 18'h,2013. • WITNESSETIH: 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, all of that certain property containing approximately 34 acres, located at 790 Penny Branch Road, Warsaw NC 28398 known as Duplin County Account # 0381285 and as more particularly described on Exhibit A attached hereto 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 Riehts; 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 date that is two hundred forty-nine (249) months of the Rent Commencement Date (as hereinafter defined) (the "Expiration Date"), unless extended or sooner terminated as herein provided; provided, however that if the Rent Commencement Date is other than the first day of a calendar month, the Term shall be extended automatically until 11:59 P.M. local time on the last day of the calendar month in which the Term otherwise would expire. (b) Tenant shall have the right to extend the initial Term for up to three(3)additional 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 date that is one hundred eighty-nine (189) months 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 at any point during the Initial Term and/or Renewal Term(s) 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) In addition to any other Tenant termination rights, if Tenant is unable to satisfy the Contingencies 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, t ' HTPL 513559v3 I 1 `3 S15- I 14 3s5--Liticb33 a 031 Vo i t 3 1 1 l Tenant may terminate this Lease by giving written notice to Landlord prior to the Rent Commencement Date. Prior to the Rent Commencement Date, Tenant shall 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' 1 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 shall be binding on the parties s hereto. Tenant's obligation to perform hereunder shall be subject to the satisfaction of the following 1 contingencies(collectively the "Contingencies"): (i)Tenant obtaining all necessary approvals from state, 1 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 t 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 Escalation. (a) Rent for the Premises durin the first ear of the Term, commencing on the Rent Commencement Date,shall equal per acre for 34 acres of land located within the Premises(increased or ecrease y a proratedamount or any fractional acres above 34 acres, if any), as determined by the Survey. If Tenant elects to terminate in accordance with Section 1(d)of this F Lease, no rent shall be due or payable. , (b) Annual rent during the Term shall be payable on a bi-annual basis, with the first rent I installment payable on the Rent Commencement Date, the second rent installment being due on the date f that is six (6) months after the Rent Commencement Date, and subsequent payments of rent being due t every six (6) months thereafter. The payment of rent for any fractional calendar year during the Term shall be prorated. Beginning on the fifth annual anniversary date of the Rent Commencement Date and each anniversary date thereafter (including any such anniversary dates occurring during any exercised E Renewal Term), the annual rent payable hereunder shall increase over the annual rent payable for the l 1 prior year by two and one-half percent(2.5%). (c) As used herein the term "Rent Commencement Date" shall be the earlier of(i) the date l that is April 1, 2013 or(ii)the date that Tenant commences construction of its intended improvements on I 0/ the Premises to operate a solar photovoltaic power array for the generation of electric power (the �¢ "Intended Use"). Tenant shall not disturb crops planted by Landlord or their existing agricultural tenant ' d 'e for harvest in the fall of 2012 and provide access to harvest the crop. 4 (d) Tenant may,at its option, extend the Rent Commencement Date such that the same shall \� bimpe the earlintser ofon t(it April 1, 2014 or (ii) the date that Tenant commences construction of its intended c\ ehe Premises for the Intended Use. In order to so extend the Rent Commencement '� Date, Tenant must, . ���� prior to the Rent Commencement Date, notify the Landlord in writing and pay to Landlord a non-refundable fee of$ 150 per acre (the "Extension and Lease Fee"). The Extension and r f Lease Fee shall not be applied toward future rent due. The Extension and Lease Fee shall also serve as l consideration fora lease of the Land by Tenant for the period of April 1, 2013 through April 1, 2014 and will allow Tenant to sow grass or other suitable ground cover an the site ("Landscape Activities"). i Should Tenant exercise its riehts for the Extension and Lease Fee, Landlord shall not have any rights to E t 1 HTPL 5l3S59v3 1 i iz } f plant crops and Tenant shall have the right to perform Landscape Activities on the Premises and only commence construction of improvements for the Intended Use under the terms of Section 2.(c)above. (e) If any installment of rent is not received by Landlord by the date the that the same is due hereunder and within fifteen (I5)days after Landlord provides Tenant written notice of the delinquency, 1 Tenant will pay a late fee to the Landlord in the amount of 5.0°'0 of the unpaid delinquent rent amount i I 3. Utilities. During the Term, Tenant shall pay for all public utilities used in the Premises Iby Tenant. i t 4. Alterations. Tenant may, at its expense, make any alterations, additions, improvements i and changes to the Premises as it may deem reasonably necessary in the operation of its business, without Ithe consent of Landlord, including without limitation any fencing, security devices and or signage desired by Tenant Any alteration, addition, improvement or change conducted by Tenant shall be done 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, i improvements and changes to the Premises. Any and all improvements constructed on the Premises by or 1 for Tenant, and all machinery, fixtures, trade fixtures, furniture, equipment, and other personal property I installed or placed in the Premises by or for Tenant, shall, regardless of the manner of attachment to the i Premises or the improvements thereon, be and at all times remain the property of Tenant, and shall be t removed at Tenant's expense by it at the expiration or earlier termination of this Lease. 5. Use and Occupancy. Tenant shall be entitled to use the Premises for the Intended Use, and/or any other lawful uses permitted by law. Tenant agrees that no unlawful use of the Premises will be I made. Landlord shall deliver sole and exclusive possession of the Premises to the Tenant on the Effective t Date. 6. Insurance. Tenant may, after its improvements are completed, keep such improvements I insured against loss or damage by fire, windstorm, earthquake and similar hazards. Each party hereto shall keep in force, at its sole cost and expense, comprehensive commercial general liability insurance, with a combined single limit of not less than one million dollars ($1,000,000), insuring such party, and t the other party hereto as additional insured, against liability arising out of the use, occupancy or I ownership of the Premises. Any provisions herein to the contrary notwithstanding, Landlord and Tenant I mutually agree that, in respect to any loss which is covered by insurance then being carried by them 1 respectively (or which would have been covered had such party maintained the insurance required hereunder), the one carrying such insurance and suffering said loss hereby releases the other of and from any and all claims with respect to such loss,and waives any rights of subrogation which might accrue to i the carrier of such insurance. 1 7. Taxes, r (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 during the Term by applicable governmental entities, f 1 including, without limitation, all improvements made to the Land by Tenant or upon any other property j installed in or brought onto the Premises by Tenant. 4 (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 i paid solely by Landlord. Furthermore, in the event that the Premises is a part of a larger tax parcel owned i 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 i HTPL 5135590 I 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 Ioss of such "Agricultural land" classification triggers the required payment of"rollback" taxes which are imposed due to such change in use of the Premises, then Tenant shall reimburse Landlord for the amount of such "rollback"taxes, together with any interest or penalties associated with such "rollback" taxes resulting from such change of use. However, in the event that Tenant's use of the Premises for the Intended Use triggers the obligation to pay any"rollback" taxes, on any other property owned by Landlord,any such "rollback"taxes, penalties,fees or interest for such other property shall be paid solely by Landlord. Furthermore, in the event that the Premises is 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 interest or penalties associated with such "rollback" 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. 8, 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 9. 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 reduced based on the acreage so taken. In the event of any Partial Taking,the condemnation award given to either Landlord or Tenant shall first 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 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 HTPL 513559v3 Tenant has exercised its right to terminate this Lease under this Section 9, 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; provided, however, Tenant shall not enter into any binding agreement or settlement without the prior consent of Landlord, which consent shall riot be unreasonably withheld, conditioned or delayed by Landlord. 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. 10. Maintenance and Repairs. Tenant shall be responsible for the repair and maintenance of the Premises. 11. Default. In the event of 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 party 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, may 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. 12. 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. 13. Indemnifications. Except to the extent caused by Landlord, its agents, licensees, invitees, servants, and/or employees, Tenant agrees to indemnify and hold Landlord harmless from any and all damages or claims which Landlord may be compelled to pay on account of injuries to person or property on the Premises where the aforesaid injuries are caused by Tenant, its agents, servants or employees or Tenant's breach of this Lease. Except to the extent caused by Tenant, Landlord agrees to indemnify and } hold Tenant harmless from any and all damages or claims which Tenant may be compelled to pay on account of injuries to person or property on the Premises where the aforesaid injuries are caused by Landlord, its agents,servants or employees or Landlord's breach of this Lease. 34. Quiet Enjoyment. 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. 15. 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. 16. 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 from the termination of this Lease until the date the Premises are vacated and surrendered. HTPL'5135S9v3 17. 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 United States mail, postage prepaid, or by national overnight courier service which provides tracking and acknowledgement of receipts,addressed to: To Landlord: Vivian and Wanda Batts 787 Penny Branch Road Warsaw,NC 28398 To Tenant: Warsaw Farm, LLC I 119 15 501 Hwy South Chapel Hill,NC 27517 (919)960-6015 x l 17 And to: Brian C. Bednar Birdseye Renewable Energy, LLC ! 125 E. Morehead St„Suite 202 Charlotte,NC 28204 (704)940-6100 x 113 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. 18. Memorandum of Lease. Landlord and Tenant agree that this entire Lease shall not be recorded. However, promptly either at the same time as the full execution of Lease or 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, and such other provisions hereof 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 Public Registry in the County in which the Land is located. 19. Governing Law. This Lease shall be construed and enforced in accordance with the laws of the State of North Carolina. 20. 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. 21, Non-Disturbance Agreement. No later than the Rent Commencement Date, Landlord shall provide to Tenant an agreement from any and all current beneficiaries of mortgages/deeds of trust, or any other holders of liens on the Land or any portion thereof, whereby such beneficiaries and lienholders agree not to disturb Tenant's rights under this Lease. 22. Landlord's Warranties and Representations. 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; (ii) the Premises are free from environmental contamination of any sort and complies 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 HTPL:513559v3 yi for the operation of the Premises for the Intended Use are available in sufficient quantities at the boundary tine of the Land; (v) Landlord will not institute or consent to any rezoning of the Premises during the Term; (vi) Landlord shall not further encumber the title to the Premises during the Term; (vii)Landlord shall not cause or 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 is free from any recorded or unrecorded use or occupancy restrictions or declarations of restrictive covenants; (ix) Landlord has not and, to the best of Landlord's knowledge, Landlord's tenants or predecessors in title have not used, manufactured, stored or released hazardous substances on, in or under the Premise; (x) there are no service or maintenance contracts affecting the Premises for which Tenant may be obligated or liable for; (xi) there are no delinquent or outstanding assessments, liens or other impositions levied or assessed against the Premises; (xii)except for this Lease, 1 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; (xiii) Landlord is not in the hands of a receiver nor is an application for such a receiver pending; (xiv) Landlord has made no assignment for the benefit 1 of creditors, nor filed, or had filed against it, any petition in bankruptcy; and (xv) 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. 23. 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. 24. Easements. 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 Premiscs. Landlord covenants and agrees that Landlord shall, upon the request of Tenant,join in the execution of any such easement. 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. 25. Access. Tenant,and Tenant's agents, guests,subtenants and designees shall have access Ito the Premises at all times during the Term, Neither Landlord nor any agent of Landlord shall,without a 1 Tenant representative,enter upon any portion of the Premises. 26, 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, HTPL 513559v3 accountants or representatives except when reasonably necessary. The provisions of this paragraph shall survive termination of this Lease. [REMAINDER OF PAGE BLANK. SIGNATURE PAGE FOLLOWS] } HTPL 513559v3 IN WITNESS WHEREOF,the parties hereto have duly executed this Lease under seal as of the day and year first above written. LANDLORD: • By:: 6-L „', till SEAL) 9— /3 Name: Vivian Batts 1 By: ii'CI1 .f►jQ. (Ba..(1 (SEAL) I-19- r 3 Name: Wanda Batts _ TENANT: Warsaw Farm,LLC 1 8Y' (SEAL) Na : Markus Wilhelm its: Managing Member 1 l HTPL.513559v3 1 1 EXHIBIT A A portion of Duplin County Account#0381285 not including wooded and wetland areas, a 1 acre lot containing the house located at the southeast corner of the tract north of Penny Branch Road and an area not to exceed 1.5 acres currently maintained as yard and containing the Landlord's barn and storage located at the northeast corner of the portion of the tract south of Penny Branch Road. 1 5 f]!/ isof' • is ,y.. j ;- i: •:4...r�i '' fir '. ,1 ;. -4 0, -1 '':.1 .4'... 1 '',...,/ , * ' , ;.t'IA. ! f f( /' I 1 . t. 1 I i 1 l 1 1 t 1 i FHTPL.513559v3 1( 1 1,a1I1 L LLJ.Rf-7rs=ln'SW M rY 44 LA 43R/ti VAS DRAM IAA ~7' MO A COMM 1WM to 1 ST ILII011 11y NA A114 r.Iy/«.4PI IRy NM Af11AL ROA' •�f a41c1 CAC[UNDO r 1V01VlDI A14 K SACS WINS N 11'O,1A CII WY aAarAao IOLa�•o woalAno.w L�TO AMA. *AWN w cm WSW avaa®D1 Nor my M lw1ST' SAP WWI a ItteNCm CO IMP; DIA•AVI IJO AOT MASI 17 Y1ST AA .CaWlr YY[rm AIwSJM Y mow Iaa11 rw 00•.W bIY AaaJ,Ac1+an]a'Mpl►2'MK:R I0I'I.o11CJa) IR.101,m IaD1 NRISO 1Y1 A/1Q1m a d 71 Cuntl L4 M RA ,INr IA/I O Of 1'�001 Al TOT vas tr•07-Ja-il MJ 6-I-•J CJaCJAlt1 41(Tt I, 1 M SW A. M AKA d mw1So F CONISNAIC It+►'/r./ DA 40 N•Ali V` riles L'GM1ax err Mew wIN IA SO M EL PFk �O NO O aaMY6tC OA•01 Aa.Lh} Nr$R*kC .LOOM�,1MIRY„�. AR.�,,,,.J `2 SITE "qa YAP M11 I.lO4 LAND norci C11`-nU Y .i Gi1' C'tN CA* • NOT TO SCALE) � i� ' � �+ ..., .u•I11■m Wry 1 • W�TM• I sr R•.AIM IK rry+ii �f.1 40VT .L`' um vs sw.a . a-x M l lI 1.a.41.1 • !may L, i Q A i rmr.a 1 m r 4oau i'- rr'1l' 14 c+erslanaonat 7 -Ira - • PO MAW.W Aa1Q1ee I I lamom■7 at IS J K ' � :4 1t I / N .4t 1 - V ' _-'. to NW••C COS Tx, 1aa1r1,Iu 17:i •.d+w�-r.-a.a' t ,ou.r a•ICI uns.%gat lawsalp I • v- I ii a1S.AM I 'M':,,L 1.'Y.RT.1 I t W J'N/�>YMU 4C r Ino r,"4,oPak,. b , aJooa-11 erl az fs••,,,,.....,,,.... i ill ill NY t 1ro011•MAW IW,1 . a IIK AS 11J M yI( A11f toir a-aa T Inw:AL1 3'�a9 w a I-A . 4 11111.1 I}J M'l Na Ill „1 M/J.1A-40-Y-JOI IF, 1 r--1 Lq,s _ "c v ono.s 1 r / Awsp1+4J[ FIST I T 1, 1 I �1I. I __,� �11] � Y I• ft.41. iN t LA].W S 1 iI 1 r I .. $ Mut Wegac y• w M MW AL I111 I P11/!411-07-0-10N llOPEDTY # IE BALM, 1 u•I(JN4 - —w w•� Nfi r41AN RAY BATTS or.] .1'a, •�•• �_•J__— R/11 NWT-?-r•r NAVDA P BATTS •• C[1aR'1ID PONT 0a 977, P.: 11t h R1171 A71[ARRN sir MOT NOP 17l10 PIN/ 246S-0C-47-6923 ce ODD/OCR © "/T ►q AIA7 root 1 avAr RAY BATrS eRa.11, .01•011 Oats. WANDA P. BATTS w AAA,CORN .i 11411•/G ItS M.246S-00-47-7$66 uw rr a w1 A O.sto vasty wo RAS was .1 NAND N'E. I1 A LOCAL ttalalaort NEAT " METH E.HOI.STON ono a.e. OINC Al AApot 01101/0•111 WIN 7n J LAM p1ELA F.NOUSTCN OS 1111111,PG 46e s[ALL t•-7 PJ1/ 2453-00-4'--4.!?6 _ Lao mo PP,A•tj LEASE AREA 1 EbafiT P11O.ECT WOO ��'.a 1 J.rvl \.lV_iE .l! w trll PROPERTY Cr r1DRA W : I4 ' DRAWN WY: x VIVIAN RAY BATTS.AND WANDA P BATTS 1TnD aIC 730 v1IMr Cat.* SIIU 30C camp ra!: 1l-41:12013-6ATTS rOR P Iasrl 2 ar WARSAW SOLAR FARM,LLC 51rtET/ 1 rPhoneI//na17JJ-tp5•.ror (M,M)]]>•a1], P?t2 DAIL 32/11/2C77 .•..CALL:1 no' Intalr4I SR. rn1://..a..Vc ,r,tw4:11n OAX WARSAW ro.1v9.IP MAKIN couIlh PORN CAP LNA CMG /: mg niq tl 1 1 N CNGRID P 3 I i iii& fill IP i I A,Ei.� 9g s$;S©sSf1 < N•i0 Sc''''L ......„...--,bc st,.• 22222� P n 9 b < .:, P.' TY"t ---qt. .; . ;.4.,.. - ,,,,,..) „oe.-1-- 8! '., F b �.i 1 Y : � • , 54-- 8 �rk III s Y .4 3 ' / � -. y �PA $ w u� tea § E ;elgi g,sIi Wi/Pill 'IT i a ; .. e$ .6 QE i C4,-• j•c'' c'"0 F, Isalho.9q �; � 55 p V ~��/ 7Ji <e,7 • � �5 P Fj B$ Q • Wig. u6 a 4111 74-2 i g h/ rill, : 4- t', g i4V ii .,•:/ 1 .b • G/ g{ ' ti gs r / / / � a � ,N ��, � )... • / i a E " cl, 1 1 / / .' 41%. `e:t;. d ceg; Ilik 2 p co :$ .;, ye .0 !Aa y �� �la � .c, y 3F vli�-' pp9 �d as 4+9 r + YAP 111, �a '- �W illiiiiLa 31 g 0o'a NOBS `j vA ,Oitifq 1 ,I 6 YY o Ai BK 1892 PG 1 - 5 (5) DOC# 10022716 This Document eRecorded: 03/21/2019 09:42:31 AM Fee: $26.00 DocType: DEED Tax: $0.00 Duplin County, North Carolina June H. Hargrove, Register of Deeds This certifies that there are no deliquent ad valorem taxes, which the D.tplin County Tax Collector is charged with collectiong, that are a lien on Parcel Identification Number 01-95, 01-96, 01-97 Duplin County Assessor's Office. This is not a certification that the PIN matches the deed description. GARY M. ROSE-TAX COLLECTOR/ASSESSOR B �� - -- lax Accepted Date 03/21/2019 The attorney preparing this instrument tlas made no record search or tide examination As to the property btrtin described,unless the same is shown by his written and signed certificate Excise Tax: $0.00(GIFT) Parcel Identification Number: 01-95 (Tract No. 1);01-97(Tract No.2);and 01-96(Tract No. 3) This Instrument Prepared By: Moore& Kenan Attorneys at Law; PO Box 957, Burgaw, NC 28425 STATE OF NORTH CAROLINA COUNTY OF DUPLIN COUNTY GENERAL WARRANTY DEED This General Warranty Deed is made and entered into this the 20`h day of March 2019 by and between VIVIAN RAY BATTS and wife, WANDA P. BATTS (husband and wife and hereinafter referred to as"Grantor"); and WANDA P. BATTS(Married) whose address is 787 Penny Branch Road; Warsaw, North Carolina 28398, (hereinafter referred to as "Grantee"); WITNESSETH: Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple,all those certain tracts or parcels of land situated in plan County North Carolina and being more particularly described as follows, to wit: 1 submitted electronically by "Moore & Kenan Attorneys at Law" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Duplin county Register of Deeds. BK 1892 PG 2 DOG# 10022716 TRACT NQ. I; (Parcel No. 01-95) Located in Warsaw Township,Duplin County, State of North Carolina and being more fully described as follows: BEGINNING at a stake in the center of the public road leading to Warsaw, North Carolina, Penny Branch Club House corner and runs as a ditch to the following courses and distances: South 43 degrees 45 minutes West; South 31 degrees 30 minutes West 300 feet; South 10 degrees 45 minutes West 278 feet to a stake on the northern margin of A.C.L. East Railroad; thence as the northern margin of said railroad eastward 455 feet to a stake; thence North 11 degrees 30 minutes East 2169 feet to a stake on ditch; thence North 58 degrees 45 minutes West 254 feet; thence North 30 degrees 15 minutes East 188 feet to a stake in the corner of the public road; thence as the center of the public road South 57 degrees 30 minutes East 460 feet to a stake in public road leading to Warsaw;thence leaving said public road North 49 degrees 30 minutes East 259 feet to a stake on ditch; thence as ditch North 56 degrees 30 minutes East 115 feet; thence North 44 degrees 30 minutes East 235 feet to a stake on Penny Branch;thence as Penny Branch and continued North 35 West 650 feet to a stake on line of Fennell Frederick; thence as his line South 74 degrees West 928 feet to a stake in the center of the public road; thence as the center of the public road South 23 East 382 feet to a stake in the center of the Warsaw-Clinton public road; thence eastward with road to the beginning,containing 60.8 acres, more or less. EXCEPTING HOWEVER, from the above conveyance, about ''/2 acre of land on which the Penny Branch Club House is located; and being the same lands described in Deed Book 411, at Page 621 of the Duplin County Registry. The above-described tract of land was conveyed to Vivian Ray Batts and wife, Wanda P. Batts from Ethel R. Bans in a deed recorded in Deed Book 1148,at Page 113 of the Duplin County Registry. TRACT NO. 2: (Parcel No. 01-97) Located in Warsaw Township, Duplin County,State of North Carolina about one mile West of the Town of Warsaw and being more particularly described as follows: BEGINNING at a point in the center o the Warsaw-Clinton old road, a new corner which is located South 63 degrees East 139 feet from E.R. Batas and Club House lot joint corner at the center of a culvert and runs thence from said new corner with the road South 58 degrees 30 minutes East 150 feet to the E.R. Batts and R.M. Herring joint corner at the center of the road; thence with the Batts-Herring line to and with a wire fence South 30 degrees 15 minutes 188.50 feet to a corner fence post;thence a new line with a wire fence North 58 degrees 30 minutes West 150 feet to a stake; thence leaving the fence North 30 degrees 15 minutes East 188.5 feet to the Beginning, containing 0.62 acres, more or less. Being the same lands as set forth in a deed dated, June 5, 1967, from E.R. Batts and others,to Dannie H. Batts and wife, Linda Del Batts and recorded in Deed Book 633, at Page 626 of the Duplin County Registry. 2 BK 1892 PG 3 DOC# 10022716 The above-described tract of land was conveyed to Vivian Ray Batas and wife, Wanda P. Batts from Ethel R. Batts in a deed recorded in Deed Book 1148, at Page 115 of the Duplin County Registry. TRACT NO. 3: (Parcel No. 01-96) Located in Warsaw Township,Duplin County, State of North Carolina and being more particularly described as follows: BEGINNING at a PK nail in the center of Secondary Road No. 1341,which said PK nail beginning corner, is located South 76 degrees 55 minutes East 26.16 feet as measured along the center of Secondary Road No. 1341 from a point at its centerline intersection with Secondary Road No. 1340, and from said beginning corner so located,running thence as follows: with the center of Secondary Road No. 1341 as it curves, a chord of South 61 degrees 47 minutes East 139.00 feet to an existing iron stake, Ethel R. Batts' corner; thence with Ethel R. Bans line South 31 degrees 51 minutes West 188.50 feet to an iron stake; thence a new line North 56 degrees 43 minutes West 176.03 feet to an iron stake in a ditch; thence with said ditch North 44 degrees 52 minutes East 179.90 feet to the point of beginning containing 0.66 acres, more or less,as surveyed by William G. Moore, Registered Land Surveyor, with all lines shown correct in their angular relation and relative to the 1987 magnetic meridian. The above-described tract of land is a part of that 60.8 acre tract of land described in a deed dated,February 8, 1952, from R.M. Herring and wife, Nancy D. herring to E.R. Bans recorded in Deed Book 471, at t Page 345 of the Duplin County Registry. For further reference see a copy of the Last Will and Testament of E.R. Bans of record in the Office of the Clerk of Superior Court, Duplin County, State of North Carolina. The above-described tract of land was conveyed to Vivian Ray Batts and wife, Wanda P. Batts from Ethel R. Batts in a deed recorded in Deed Book 977, at Page 311 of the Duplin County Registry. The purpose of this deed is to terminate the tenancy of tenants by the entirety in Tract Numbers 1, 2 and 3 between Vivian Ray Batts and wife, Wanda P. Batts and to convey title to such tracts to the Grantee, Wanda P. Batts, in accordance with N.C.G.S. §39-13.3(c) TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The Tract Number 2 herein conveyed does include the primary residence of the Grantor. And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of BK 1892 PG 4 DOC# 10022716 all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions hereinafter stated. Title to the property hereinabove described is subject to the following exceptions: I. Duplin County ad valorem taxes for the year 20l 9. 2. Restrictions of record, if any. 3. Utility, roadway and other easements of record, if any IN WITNESS WHEREOF, the respective Grantors have hereunto set their hand and seal to this instrument as of the day and year first above written. fps% •., 44 A 00 (SEAL) Vivian Ray Batts STA fh OF NORTH CAROLINA COUNTY OF PENDER I, Robert C. Kenan,Jr., a Notary Public of the aforesaid County and State do hereby certify that Vivian Ray Batts (the"Signatory")personally appeared before me this day and acknowledged the execution of the foregoing instrument. I certify that the Signatory personally appeared before me this day and (check one of the follows g and mark through all blank lines or spaces in the certificate) .I have personal knowledge of the identity of the Signatory; or I have seen satisfactory evidence of the Signatory's identity,by a current state or federal identification with the Signatory's photograph in the form of: (check one of the following): a driver's license; or in the form of ;or a credible witness has sworn to the identity of the Signatory. The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated. Witness my hand and official stamp or seal this the 20th day of March 2019. Notary `=.: ce,"� My Commission Expires:June 8, 2023. County My Cortsm Exp yo O6-O8-2023 Tr ti'T `11/ .ti CA R3 ,,�. BK 1892 PG 5 DOC# 10022716 liG fr�G'.� (SEAL) Wanda P. Batts STATE OF NORTH CAROLINA COUNTY OF PENDER 1, Robert C. Kenn,Jr., a Notary Public of the aforesaid County and State do hereby certify that Wanda P. Batts(the "Signatory")personally appeared before me this day and acknowledged the execution of the foregoing instrument. I certify that the Signatory personally appeared before me this day and (check one of the foltowin and mark through all blank lines or spaces in the certificate) I have personal knowledge of the identity of the Signatory; or I have seen satisfactory evidence of the Signatory's identity, by a current state or federal identification with the Signatory's photograph in the form of: (check one of the following): a driver's license;or in the form of ; or a credible witness has sworn to the identity of the Signatory. The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated. Witness my hand and official stamp or seal this the 20th day of March 2019. 'Diary P My Commission Expires: June $,2023. Notary pubic c ' Fender County try C°r°'n,- EKp. - o os-as.acz3 :, �, `' �f CAR0'''' ''i 1,000 5 SECOND AMENDMENT TO GROUND LEASE:AGREEMENT TIllS SECOND AMENDMENT TO GROUND LEASE AGREE311:N l (the ",5ee,im1 .-In►emfntr►ti"), is made efThetive a t,a 2014, by and between Vivian Ray Batts and 1Vanda P. Batts(collectively, the"L►►►nllo,•,r"),and WARSAW FARi11,I.LC,a North Carolina limited liability company ("7imant"). I'he 1 andlord and Tenant are sometimes referred to individually as a "Parte"and collectively as the "Paretic" RECITALS: A. The Parties entered into that certain Ground Lease Aureemcnt,dated September l9.2013,as amended1 by that First Amendment to Ground Lease Agreement between the Parties dated March 28.2014(together,the "Leave").pursuant to which Landlord agreed to lease to Tenant approximately 37.4.13 acres ofreal property located at 790 Penny Branch Road, Warsaw,NC 2839S(the•'!.a►ur); D. The Lease term has not commenced with respect to any portion of the Land as of the date hereof. C. Tenant desires to commence the 1.easc term with respect to the portion of the !.and described on Exhibit A attached hereto and made a part hereof(the "Sul►-Purer!"), for purposes of constructing certain improvements thereon, including without limitation a substation. Tenant does not wish to commence the Lease term with respect to any portion of the Land other than the Sub-Parcel. D. The Parties desire to amend the Lease to provide for the commencement of the Lease term with respect to the Sub-Parcel only. and to funky amend the Lease such that, following the commencement of the Lease term for the balance ol'the I and, the term and administration of the Lease shall be concurrent and identical fur bath the Sub-Parcel and the balance of the Land. NOW, THEREFORE. for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby amend the Lease to incorporate the foregoing Recitals and as further set forth below: 1. With respect to the Sub-Parcel,the Lease term will commence on September 1.2014(the"Sub- Pared t:oniMrnce»rent Dale")and continue pursuant to the terms oldie Lease, including without limitation the Lease tents,expiration date.and availability ot'any extension options. 2. On the Rent Commencement Date,the Sub-Parcel and the balance unlit:Land shall merge.and shall thereafter be treated as one and the same under the Lease for all purposes. 3. On the Sub-Parcel Commencement Date,Tenant, in consideration of leasing the Sub-Parcel for the Sub-Parcel Term, shall pay Landlord a one-time pay meat of multiplied by 9.1 9S acres)(the"Soh-Pored Term Cunnne►tcemcnt Fee"). 4. lithe Lease term for the balance of the Land actually commences before Rent Commencement Date,then the portion of the Sub-Parcel Term Commencement Fee allocable, pro rata daily baits.to the period hart een the Sub-Parcel Commencement Date and the Rent Commencement Bate, shall be applied towards the initial rent payment then otherwise due under Section 2(a)of the Lease. S. This Second Amendment shall apply only to the Sub-Parcel and shall not accelerate,delay or otherwise affect the commencement of the Lease term for the balance of the Land. 6. The Lease, as amended by this Second Amendment, contains the entire understanding and agreement of the Parties with respect to the subject matter herein and therein, and supersedes any prior understandings or agreements,whether written.oral or otherwise. 7. Capitalized temts used herein, and not otherwise defined, shall have the same meanings assigned to them in the Lease. All ot'the tenths and conditions ol'the Lease are incorporated herein by this reference. 8. This Second Amendment shall be duly executed as of the date first written above and may be executed by the Panics in as many counterparts as may be deemed necessary and convenient, hut all such counterparts shall constitute but one and the same instrument. 1141SS 1J��11� te 1141S S— 'V (.o33 ao 3'� 8�► 9. Except as cxpressl modified hereby. the terms and pros isium of the Lease shall remain in full force and effect.and is ratified.confirmed and alfirmed. SEPARATE SIGNATURE PAGE TO SECOND AMENDMENT TO GROUND LEASE AGREEMENT IN N ITNESS WHEREOF. the Parties have executed this Second .lmendment as of the date first written ahn e. TENANT: WARSAW FARM, LLC By: Strata Solar Development. LLC,its Member By Inti s Wilhelm, i\1anag LANDLORD: VIVIAN RAY BATES eL,—. -. C WAN I):A P.BATTS i Al 1.d& ( es.. C F\I111311 A Suh-Parcel: BEiNG all that tract of land containing an area of +/- 9 198 acres (400.677 square feet) located in Warsaw Township, Duplin County, North Carolina, said tract being part of Deed Book 1148, Page 113 of the Duplin County Registry and being more particularly described by courses based on North Carolina Grid Coordinate System (NAD83/11) and distances according to a survey entitled -Proposed Lease Area Exhibit on Vivian Ray Batts and wife, Wanda P. Batts Property for Warsaw Solar Farm, LLC' prepared by McKim & Creed, Inc dated May 29, 2014 and being more particularly described as fol`ows: COMMENCING at an iron rod set, said iron rod having NC Grid (NAD83111)coordinates of Northing = 458,049.42 feet, Easting = 2,264,685.73 feel; thence as lie lines the following two calls (1) south 56 deg 53 min. 07 sec, east 438.69 feet to a calculated point in the southern right-of-way line (allowing 60 feet) of Penny Branch Road and (2)south 09 deg. 18 min. 38 sec. west 160 53 feet to an iron rod found, said iron rod being the southeastern corner of Kenneth E. Houston and wife, Sheila F. Houston, the POINT OF BEGINNING; thence with the common property line of Vivian Ray Batts and wife, Wanda P. Batts and Pearl R. West and Barbara R. Shook south 06 deg 31 min. 27 sec. west 335.11 feet to a calculated point in the southern right- of-way line (allowing 100 feet)of a Carolina Power and Light Company power line easement: thence with the southern right-of-way line (allowing 100 feet)of the Carolina Power and Light Company power line easement south 76 deg 59 min. 25 sec west 887.44 feet to a calculated point in the eastern properly line of RSJ Properties, LLC; thence with the eastern property line of RSJ Properties, LLC north 04 deg. 20 min 02 sec. west 20.70 feel to an axle found, said axle being the northeastern corner of RSJ Properties, LLC and the southeastern corner of Dean P. Johnson, thence with the eastern property lines of Dean P Johnson along the centerline of a ditch the following eight calls: (1) north 15 deg 44 min. 46 sec east 44.90 feet to a calculated point, (2) north 10 deg. 38 min. 07 sec. east 163.82 to a calculated point, (3)north 08 deg. 44 min. 35 sec. east 86.82 feet to a calculated point, (4)north 14 deg. 14 min. 54 sec. east 65.26 feet to a calculated point, (5) north 24 deg. 50 min. 19 sec. east 23.57 feet to a calculated point, (6)north 34 deg. 45 min. 44 sec. east 60.56 feet to a calculated point, (7) north 39 deg. 13 min. 15 sec. east 59.35 feet to a calculated point and (8) north 37 deg 07 min. 54 sec. east 13.55 feet to a calculated point; thence with new lines with Vivian Ray Batts and wife, Wanda P. Batts the following six calls: (1)south 51 deg. 56 min. 37 sec. east 64.13 feet to a calculated point, (2) north 76 deg. 59 min. 25 sec. east 51.72 feel to a calculated point, (3) north 43 deg. 58 min. 37 sec. east 175.54 feet to a calculated point, (4) north 38 deg 31 min. 48 sec. east 51.73 feet to a calculated point, (5)north 28 deg. 14 min. 37 sec. east 54.02 feet to a calculated point and (6) north 26 deg. 21 min, 07 sec. east 62.46 feet to a calculated point in the southern line of Vivian Ray Balls and wife, Wanda P. Batts (Deed Book 977, Page 311); thence with the southern line of Vivian Ray Balls and wife, Wanda P. Batts and Kenneth E. Houston and wife, Sheila F. Houston the following three calls: (1) south 62 deg. 49 min. 22 sec. east 79.03 feet to a calculated point, (2)south 64 deg. 21 min. 19 sec east 150.12 feet to an iron rod found, said iron rod being the southwestern corner of Kenneth E. Houston and wife, Sheila F. Houston and (3)south 64 deg. 11 min. 10 sec. east 253.89 feet to an iron rod found, the BEGINNING iron rod and containing +/- 9.198 acres (400,677 square feet). FIRST AMENDMENT TO GROUND LEASE AGREEMENT THIS FIRST AMENDMENT TO GROUND LEASE AGREEMENT (the "Amendment"), is made effective as of March 2., 2014, by and between VIVIAN RAY BATTS and WANDA P. BATTS (collectively, the "/,alnrd"), and WARSAW FARM, LLC, a North Carolina limited liability company (the "Tenant'). The Landlord and Tenant are sometimes referred to individually as a"Party"and collectively as the "Parkes.," RECITALS: A. WHEREAS, the Parties entered into that certain Ground Lease Agreement, dated September 19th, 2013 (the " tease" S 1 ), pursuant to which the Landlord agreed to Iease to Tenant approximately 34 acres of real property bearing Duplin County Account#0381285,located at 755 Penny Rrancb Rd,Warsaw,NC 28398 (the"Lon;and B. WHEREAS, the Tenant requested, and Landlord granted, a delay of the Rent Commencement Date until April 1, 2014 by Tenant paying to Landlord the Extension Fee as described in Section 2fdl of the Lease;and C. WHEREAS, the Parties have decided to further delay the Rent Commcncetnent Date to April I, 2015 (the"Amended Rent(onanencenient bate") and to designate a fee that Tenant shall pay to Landlord to delay the Rent Commencement Date to the Amended Rent Commencement Date. NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,the Parties amend the Lease as set forth below: I. Section 2(cl and Scctinn 2tdl are hereby deleted in the entirety and replaced with the following Section(c): The Rent Commencement Date is the earlier of (i) April 1, 2015 or (it) 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 "mended Rent Conrmencemenl !)ale'). I,. considered Amended Rent Commencement Date. Tenant shall pay Landlord afee o f ("Extension Fee"). If the Amended Rent Commencement Date occurs prior toApril 1, 2015, any unanrorti_ed portion of the Extension Fee shall be applied against the initial rent payment. 2. The Lease and this Amendment contain the entire understanding and agreement of the Parties with respect to its subject matter, and supersedes arty prior understandings or agreements, whether written,oral or otherwise. 3. This Amendment shall be deemed to be effective on and as of tic date fast written above and may he executed by the Parties in as many counterparts as may be deemed necessary and convenient, but all such counterparts shall constitute but one and the same instrument 4. Except as expressly modified hereby,the terms and provisions of the Lease shall remain in full force and effect,and are ratified,confirmed and affirmed. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dais first written above. [SEPARATE SIGNATURE PAGE FOLLOWS] SEPARATE SIGNATURE PAGE TO FIRST AMENDMENT TO GROUND LEASE AGREEMENT 'ENANT: WARSAW FARM,LLC(SEAL) By:Strata M nagcr,LLC, Its Manager By: kus Wilhelm, its Manager SEPARATE SIGNATURE PAGE TO FIRST kMENDMENT TO GROUND LEASE AGREEMENT LANDLORD; (SEAL) VIVIAN RAY BAITS Z{)2""'a_ ` (SEAL) N'ANDA P. R .TTS BK 1892 PG 1 - 5 (5) DOC# 10022716 This Document eRecorded: 03/21/2019 09:42:31 AM Fee: $26.00 DocType: DEED Tax: $0.00 Duplin County, North Carolina June H. Hargrove, Register of Deeds This certifies that there are no deliquent ad valorem taxes, which the D.tplin County Tax Collector is charged with collectiong, that are a lien on Parcel Identification Number 01-95, 01-96, 01-97 Duplin County Assessor's Office. This is not a certification that the PIN matches the deed description. GARY M. ROSE-TAX COLLECTOR/ASSESSOR B �� - -- lax Accepted Date 03/21/2019 The attorney preparing this instrument tlas made no record search or tide examination As to the property btrtin described,unless the same is shown by his written and signed certificate Excise Tax: $0.00(GIFT) Parcel Identification Number: 01-95 (Tract No. 1);01-97(Tract No.2);and 01-96(Tract No. 3) This Instrument Prepared By: Moore& Kenan Attorneys at Law; PO Box 957, Burgaw, NC 28425 STATE OF NORTH CAROLINA COUNTY OF DUPLIN COUNTY GENERAL WARRANTY DEED This General Warranty Deed is made and entered into this the 20`h day of March 2019 by and between VIVIAN RAY BATTS and wife, WANDA P. BATTS (husband and wife and hereinafter referred to as"Grantor"); and WANDA P. BATTS(Married) whose address is 787 Penny Branch Road; Warsaw, North Carolina 28398, (hereinafter referred to as "Grantee"); WITNESSETH: Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple,all those certain tracts or parcels of land situated in plan County North Carolina and being more particularly described as follows, to wit: 1 submitted electronically by "Moore & Kenan Attorneys at Law" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Duplin county Register of Deeds. BK 1892 PG 2 DOG# 10022716 TRACT NQ. I; (Parcel No. 01-95) Located in Warsaw Township,Duplin County, State of North Carolina and being more fully described as follows: BEGINNING at a stake in the center of the public road leading to Warsaw, North Carolina, Penny Branch Club House corner and runs as a ditch to the following courses and distances: South 43 degrees 45 minutes West; South 31 degrees 30 minutes West 300 feet; South 10 degrees 45 minutes West 278 feet to a stake on the northern margin of A.C.L. East Railroad; thence as the northern margin of said railroad eastward 455 feet to a stake; thence North 11 degrees 30 minutes East 2169 feet to a stake on ditch; thence North 58 degrees 45 minutes West 254 feet; thence North 30 degrees 15 minutes East 188 feet to a stake in the corner of the public road; thence as the center of the public road South 57 degrees 30 minutes East 460 feet to a stake in public road leading to Warsaw;thence leaving said public road North 49 degrees 30 minutes East 259 feet to a stake on ditch; thence as ditch North 56 degrees 30 minutes East 115 feet; thence North 44 degrees 30 minutes East 235 feet to a stake on Penny Branch;thence as Penny Branch and continued North 35 West 650 feet to a stake on line of Fennell Frederick; thence as his line South 74 degrees West 928 feet to a stake in the center of the public road; thence as the center of the public road South 23 East 382 feet to a stake in the center of the Warsaw-Clinton public road; thence eastward with road to the beginning,containing 60.8 acres, more or less. EXCEPTING HOWEVER, from the above conveyance, about ''/2 acre of land on which the Penny Branch Club House is located; and being the same lands described in Deed Book 411, at Page 621 of the Duplin County Registry. The above-described tract of land was conveyed to Vivian Ray Batts and wife, Wanda P. Batts from Ethel R. Bans in a deed recorded in Deed Book 1148,at Page 113 of the Duplin County Registry. TRACT NO. 2: (Parcel No. 01-97) Located in Warsaw Township, Duplin County,State of North Carolina about one mile West of the Town of Warsaw and being more particularly described as follows: BEGINNING at a point in the center o the Warsaw-Clinton old road, a new corner which is located South 63 degrees East 139 feet from E.R. Batas and Club House lot joint corner at the center of a culvert and runs thence from said new corner with the road South 58 degrees 30 minutes East 150 feet to the E.R. Batts and R.M. Herring joint corner at the center of the road; thence with the Batts-Herring line to and with a wire fence South 30 degrees 15 minutes 188.50 feet to a corner fence post;thence a new line with a wire fence North 58 degrees 30 minutes West 150 feet to a stake; thence leaving the fence North 30 degrees 15 minutes East 188.5 feet to the Beginning, containing 0.62 acres, more or less. Being the same lands as set forth in a deed dated, June 5, 1967, from E.R. Batts and others,to Dannie H. Batts and wife, Linda Del Batts and recorded in Deed Book 633, at Page 626 of the Duplin County Registry. 2 BK 1892 PG 3 DOC# 10022716 The above-described tract of land was conveyed to Vivian Ray Batas and wife, Wanda P. Batts from Ethel R. Batts in a deed recorded in Deed Book 1148, at Page 115 of the Duplin County Registry. TRACT NO. 3: (Parcel No. 01-96) Located in Warsaw Township,Duplin County, State of North Carolina and being more particularly described as follows: BEGINNING at a PK nail in the center of Secondary Road No. 1341,which said PK nail beginning corner, is located South 76 degrees 55 minutes East 26.16 feet as measured along the center of Secondary Road No. 1341 from a point at its centerline intersection with Secondary Road No. 1340, and from said beginning corner so located,running thence as follows: with the center of Secondary Road No. 1341 as it curves, a chord of South 61 degrees 47 minutes East 139.00 feet to an existing iron stake, Ethel R. Batts' corner; thence with Ethel R. Bans line South 31 degrees 51 minutes West 188.50 feet to an iron stake; thence a new line North 56 degrees 43 minutes West 176.03 feet to an iron stake in a ditch; thence with said ditch North 44 degrees 52 minutes East 179.90 feet to the point of beginning containing 0.66 acres, more or less,as surveyed by William G. Moore, Registered Land Surveyor, with all lines shown correct in their angular relation and relative to the 1987 magnetic meridian. The above-described tract of land is a part of that 60.8 acre tract of land described in a deed dated,February 8, 1952, from R.M. Herring and wife, Nancy D. herring to E.R. Bans recorded in Deed Book 471, at t Page 345 of the Duplin County Registry. For further reference see a copy of the Last Will and Testament of E.R. Bans of record in the Office of the Clerk of Superior Court, Duplin County, State of North Carolina. The above-described tract of land was conveyed to Vivian Ray Batts and wife, Wanda P. Batts from Ethel R. Batts in a deed recorded in Deed Book 977, at Page 311 of the Duplin County Registry. The purpose of this deed is to terminate the tenancy of tenants by the entirety in Tract Numbers 1, 2 and 3 between Vivian Ray Batts and wife, Wanda P. Batts and to convey title to such tracts to the Grantee, Wanda P. Batts, in accordance with N.C.G.S. §39-13.3(c) TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. The Tract Number 2 herein conveyed does include the primary residence of the Grantor. And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of BK 1892 PG 4 DOC# 10022716 all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever except for the exceptions hereinafter stated. Title to the property hereinabove described is subject to the following exceptions: I. Duplin County ad valorem taxes for the year 20l 9. 2. Restrictions of record, if any. 3. Utility, roadway and other easements of record, if any IN WITNESS WHEREOF, the respective Grantors have hereunto set their hand and seal to this instrument as of the day and year first above written. fps% •., 44 A 00 (SEAL) Vivian Ray Batts STA fh OF NORTH CAROLINA COUNTY OF PENDER I, Robert C. Kenan,Jr., a Notary Public of the aforesaid County and State do hereby certify that Vivian Ray Batts (the"Signatory")personally appeared before me this day and acknowledged the execution of the foregoing instrument. I certify that the Signatory personally appeared before me this day and (check one of the follows g and mark through all blank lines or spaces in the certificate) .I have personal knowledge of the identity of the Signatory; or I have seen satisfactory evidence of the Signatory's identity,by a current state or federal identification with the Signatory's photograph in the form of: (check one of the following): a driver's license; or in the form of ;or a credible witness has sworn to the identity of the Signatory. The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated. Witness my hand and official stamp or seal this the 20th day of March 2019. Notary `=.: ce,"� My Commission Expires:June 8, 2023. County My Cortsm Exp yo O6-O8-2023 Tr ti'T `11/ .ti CA R3 ,,�. BK 1892 PG 5 DOC# 10022716 liG fr�G'.� (SEAL) Wanda P. Batts STATE OF NORTH CAROLINA COUNTY OF PENDER 1, Robert C. Kenn,Jr., a Notary Public of the aforesaid County and State do hereby certify that Wanda P. Batts(the "Signatory")personally appeared before me this day and acknowledged the execution of the foregoing instrument. I certify that the Signatory personally appeared before me this day and (check one of the foltowin and mark through all blank lines or spaces in the certificate) I have personal knowledge of the identity of the Signatory; or I have seen satisfactory evidence of the Signatory's identity, by a current state or federal identification with the Signatory's photograph in the form of: (check one of the following): a driver's license;or in the form of ; or a credible witness has sworn to the identity of the Signatory. The Signatory acknowledged to me that he/she voluntarily signed the foregoing instrument for the purpose stated and in the capacity indicated. Witness my hand and official stamp or seal this the 20th day of March 2019. 'Diary P My Commission Expires: June $,2023. Notary pubic c ' Fender County try C°r°'n,- EKp. - o os-as.acz3 :, �, `' �f CAR0'''' ''i 1,000 5 SECOND AMENDMENT TO GROUND LEASE:AGREEMENT TIllS SECOND AMENDMENT TO GROUND LEASE AGREE311:N l (the ",5ee,im1 .-In►emfntr►ti"), is made efThetive a t,a 2014, by and between Vivian Ray Batts and 1Vanda P. Batts(collectively, the"L►►►nllo,•,r"),and WARSAW FARi11,I.LC,a North Carolina limited liability company ("7imant"). I'he 1 andlord and Tenant are sometimes referred to individually as a "Parte"and collectively as the "Paretic" RECITALS: A. The Parties entered into that certain Ground Lease Aureemcnt,dated September l9.2013,as amended1 by that First Amendment to Ground Lease Agreement between the Parties dated March 28.2014(together,the "Leave").pursuant to which Landlord agreed to lease to Tenant approximately 37.4.13 acres ofreal property located at 790 Penny Branch Road, Warsaw,NC 2839S(the•'!.a►ur); D. The Lease term has not commenced with respect to any portion of the Land as of the date hereof. C. Tenant desires to commence the 1.easc term with respect to the portion of the !.and described on Exhibit A attached hereto and made a part hereof(the "Sul►-Purer!"), for purposes of constructing certain improvements thereon, including without limitation a substation. Tenant does not wish to commence the Lease term with respect to any portion of the Land other than the Sub-Parcel. D. The Parties desire to amend the Lease to provide for the commencement of the Lease term with respect to the Sub-Parcel only. and to funky amend the Lease such that, following the commencement of the Lease term for the balance ol'the I and, the term and administration of the Lease shall be concurrent and identical fur bath the Sub-Parcel and the balance of the Land. NOW, THEREFORE. for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties hereby amend the Lease to incorporate the foregoing Recitals and as further set forth below: 1. With respect to the Sub-Parcel,the Lease term will commence on September 1.2014(the"Sub- Pared t:oniMrnce»rent Dale")and continue pursuant to the terms oldie Lease, including without limitation the Lease tents,expiration date.and availability ot'any extension options. 2. On the Rent Commencement Date,the Sub-Parcel and the balance unlit:Land shall merge.and shall thereafter be treated as one and the same under the Lease for all purposes. 3. On the Sub-Parcel Commencement Date,Tenant, in consideration of leasing the Sub-Parcel for the Sub-Parcel Term, shall pay Landlord a one-time pay meat of multiplied by 9.1 9S acres)(the"Soh-Pored Term Cunnne►tcemcnt Fee"). 4. lithe Lease term for the balance of the Land actually commences before Rent Commencement Date,then the portion of the Sub-Parcel Term Commencement Fee allocable, pro rata daily baits.to the period hart een the Sub-Parcel Commencement Date and the Rent Commencement Bate, shall be applied towards the initial rent payment then otherwise due under Section 2(a)of the Lease. S. This Second Amendment shall apply only to the Sub-Parcel and shall not accelerate,delay or otherwise affect the commencement of the Lease term for the balance of the Land. 6. The Lease, as amended by this Second Amendment, contains the entire understanding and agreement of the Parties with respect to the subject matter herein and therein, and supersedes any prior understandings or agreements,whether written.oral or otherwise. 7. Capitalized temts used herein, and not otherwise defined, shall have the same meanings assigned to them in the Lease. All ot'the tenths and conditions ol'the Lease are incorporated herein by this reference. 8. This Second Amendment shall be duly executed as of the date first written above and may be executed by the Panics in as many counterparts as may be deemed necessary and convenient, hut all such counterparts shall constitute but one and the same instrument. 1141SS 1J��11� te 1141S S— 'V (.o33 ao 3'� 8�► 9. Except as cxpressl modified hereby. the terms and pros isium of the Lease shall remain in full force and effect.and is ratified.confirmed and alfirmed. SEPARATE SIGNATURE PAGE TO SECOND AMENDMENT TO GROUND LEASE AGREEMENT IN N ITNESS WHEREOF. the Parties have executed this Second .lmendment as of the date first written ahn e. TENANT: WARSAW FARM, LLC By: Strata Solar Development. LLC,its Member By Inti s Wilhelm, i\1anag LANDLORD: VIVIAN RAY BATES eL,—. -. C WAN I):A P.BATTS i Al 1.d& ( es.. C F\I111311 A Suh-Parcel: BEiNG all that tract of land containing an area of +/- 9 198 acres (400.677 square feet) located in Warsaw Township, Duplin County, North Carolina, said tract being part of Deed Book 1148, Page 113 of the Duplin County Registry and being more particularly described by courses based on North Carolina Grid Coordinate System (NAD83/11) and distances according to a survey entitled -Proposed Lease Area Exhibit on Vivian Ray Batts and wife, Wanda P. Batts Property for Warsaw Solar Farm, LLC' prepared by McKim & Creed, Inc dated May 29, 2014 and being more particularly described as fol`ows: COMMENCING at an iron rod set, said iron rod having NC Grid (NAD83111)coordinates of Northing = 458,049.42 feet, Easting = 2,264,685.73 feel; thence as lie lines the following two calls (1) south 56 deg 53 min. 07 sec, east 438.69 feet to a calculated point in the southern right-of-way line (allowing 60 feet) of Penny Branch Road and (2)south 09 deg. 18 min. 38 sec. west 160 53 feet to an iron rod found, said iron rod being the southeastern corner of Kenneth E. Houston and wife, Sheila F. Houston, the POINT OF BEGINNING; thence with the common property line of Vivian Ray Batts and wife, Wanda P. Batts and Pearl R. West and Barbara R. Shook south 06 deg 31 min. 27 sec. west 335.11 feet to a calculated point in the southern right- of-way line (allowing 100 feet)of a Carolina Power and Light Company power line easement: thence with the southern right-of-way line (allowing 100 feet)of the Carolina Power and Light Company power line easement south 76 deg 59 min. 25 sec west 887.44 feet to a calculated point in the eastern properly line of RSJ Properties, LLC; thence with the eastern property line of RSJ Properties, LLC north 04 deg. 20 min 02 sec. west 20.70 feel to an axle found, said axle being the northeastern corner of RSJ Properties, LLC and the southeastern corner of Dean P. Johnson, thence with the eastern property lines of Dean P Johnson along the centerline of a ditch the following eight calls: (1) north 15 deg 44 min. 46 sec east 44.90 feet to a calculated point, (2) north 10 deg. 38 min. 07 sec. east 163.82 to a calculated point, (3)north 08 deg. 44 min. 35 sec. east 86.82 feet to a calculated point, (4)north 14 deg. 14 min. 54 sec. east 65.26 feet to a calculated point, (5) north 24 deg. 50 min. 19 sec. east 23.57 feet to a calculated point, (6)north 34 deg. 45 min. 44 sec. east 60.56 feet to a calculated point, (7) north 39 deg. 13 min. 15 sec. east 59.35 feet to a calculated point and (8) north 37 deg 07 min. 54 sec. east 13.55 feet to a calculated point; thence with new lines with Vivian Ray Batts and wife, Wanda P. Batts the following six calls: (1)south 51 deg. 56 min. 37 sec. east 64.13 feet to a calculated point, (2) north 76 deg. 59 min. 25 sec. east 51.72 feel to a calculated point, (3) north 43 deg. 58 min. 37 sec. east 175.54 feet to a calculated point, (4) north 38 deg 31 min. 48 sec. east 51.73 feet to a calculated point, (5)north 28 deg. 14 min. 37 sec. east 54.02 feet to a calculated point and (6) north 26 deg. 21 min, 07 sec. east 62.46 feet to a calculated point in the southern line of Vivian Ray Balls and wife, Wanda P. Batts (Deed Book 977, Page 311); thence with the southern line of Vivian Ray Balls and wife, Wanda P. Batts and Kenneth E. Houston and wife, Sheila F. Houston the following three calls: (1) south 62 deg. 49 min. 22 sec. east 79.03 feet to a calculated point, (2)south 64 deg. 21 min. 19 sec east 150.12 feet to an iron rod found, said iron rod being the southwestern corner of Kenneth E. Houston and wife, Sheila F. Houston and (3)south 64 deg. 11 min. 10 sec. east 253.89 feet to an iron rod found, the BEGINNING iron rod and containing +/- 9.198 acres (400,677 square feet). FIRST AMENDMENT TO GROUND LEASE AGREEMENT THIS FIRST AMENDMENT TO GROUND LEASE AGREEMENT (the "Amendment"), is made effective as of March 2., 2014, by and between VIVIAN RAY BATTS and WANDA P. BATTS (collectively, the "/,alnrd"), and WARSAW FARM, LLC, a North Carolina limited liability company (the "Tenant'). The Landlord and Tenant are sometimes referred to individually as a"Party"and collectively as the "Parkes.," RECITALS: A. WHEREAS, the Parties entered into that certain Ground Lease Agreement, dated September 19th, 2013 (the " tease" S 1 ), pursuant to which the Landlord agreed to Iease to Tenant approximately 34 acres of real property bearing Duplin County Account#0381285,located at 755 Penny Rrancb Rd,Warsaw,NC 28398 (the"Lon;and B. WHEREAS, the Tenant requested, and Landlord granted, a delay of the Rent Commencement Date until April 1, 2014 by Tenant paying to Landlord the Extension Fee as described in Section 2fdl of the Lease;and C. WHEREAS, the Parties have decided to further delay the Rent Commcncetnent Date to April I, 2015 (the"Amended Rent(onanencenient bate") and to designate a fee that Tenant shall pay to Landlord to delay the Rent Commencement Date to the Amended Rent Commencement Date. NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged,the Parties amend the Lease as set forth below: I. Section 2(cl and Scctinn 2tdl are hereby deleted in the entirety and replaced with the following Section(c): The Rent Commencement Date is the earlier of (i) April 1, 2015 or (it) 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 "mended Rent Conrmencemenl !)ale'). I,. considered Amended Rent Commencement Date. Tenant shall pay Landlord afee o f ("Extension Fee"). If the Amended Rent Commencement Date occurs prior toApril 1, 2015, any unanrorti_ed portion of the Extension Fee shall be applied against the initial rent payment. 2. The Lease and this Amendment contain the entire understanding and agreement of the Parties with respect to its subject matter, and supersedes arty prior understandings or agreements, whether written,oral or otherwise. 3. This Amendment shall be deemed to be effective on and as of tic date fast written above and may he executed by the Parties in as many counterparts as may be deemed necessary and convenient, but all such counterparts shall constitute but one and the same instrument 4. Except as expressly modified hereby,the terms and provisions of the Lease shall remain in full force and effect,and are ratified,confirmed and affirmed. IN WITNESS WHEREOF, the Parties have executed this Amendment as of the dais first written above. [SEPARATE SIGNATURE PAGE FOLLOWS] SEPARATE SIGNATURE PAGE TO FIRST AMENDMENT TO GROUND LEASE AGREEMENT 'ENANT: WARSAW FARM,LLC(SEAL) By:Strata M nagcr,LLC, Its Manager By: kus Wilhelm, its Manager SEPARATE SIGNATURE PAGE TO FIRST kMENDMENT TO GROUND LEASE AGREEMENT LANDLORD; (SEAL) VIVIAN RAY BAITS Z{)2""'a_ ` (SEAL) N'ANDA P. R .TTS Site: 114355 Land Unit: 1667769 Project No.: 114355-461010 OPTION TO LEASE THIS OPTION TO LEASE ("Option"), made this 9th day of December , 2022 (the "Effective Date"), between PEARL IL WEST, WALTER P. WEST, BARBARA R. SHOOK, and C. MICHAEL SHOOK (collectively, "Optionor"), and DUKE ENERGY PROGRESS,LLC,a North Carolina limited liability company("Optionee"). In consideration of the mutual promises contained herein, and other good and valuable consideration paid to Optionor by Optionee,the receipt and sufficiency of which are hereby acknowledged,Optionor agrees to lease to Optionee,its successors or assigns, a portion of the land of Optionor. 1. Optionor Land. Optionor hereby grants to Optionee an exclusive option (the "Option") to lease a portion of the lands of Optionor identified as Tax Parcel No. 109-00-00-028-000, located in Duplin County,North Carolina(the"Property"). Said portion consisting of the 3.0±acres ("Site") shown on the drawing attached hereto as Exhibit A and incorporated herein by reference. The final description and size of the Site shall be established by a survey to be obtained by Optionee during its Due Diligence. 2. Execution of this Option. To exercise this Option, Optionee shall deliver to Optionor written notice of its intent to lease the Site on or before the date that is 18 months after the Effective Date. Optionor and Optionee shall then execute an amendment to the Ground Lease Agreement dated January 18, 2018 (the "Lease"), currently existing between the parties within s of the written notice. The amendment shall(i) add the Site to the leased area, (ii) add per year per acre of the Site to the rent payments, and (iii) add a five (5) year extension option to the Lease. All other terms of the Lease shall remain in effect and apply to the Site. Optionor shall ensure that the Site is free and clear of all liens or encumbrances that,in Optionee's opinion, may interfere with Optionee's rights under the Lease. 3. Due Diligence. During the effective period of this Option, Optionee shall have the right to enter the Property to conduct all studies, surveys, and investigations of said lands to determine, in Optionee's sole judgment, if Optionee desires to exercise the Option. Provided that Optionee shall restore Optionor's lands to substantially the same condition as existed prior to such entry. TO HAVE AND TO HOLD the aforesaid rights,privileges and easements unto Grantee, its successors and assigns forever. [Signatures Begin on Following Page] 1 IN WITNESS WHEREOF,the parties have caused this instrument to be executed on the date first written above. OPTION -L-e-",_-(___ V2cAl.(2.,j)-------- PEARL R.WEST . 101} _ f )1)(1A- WALTER P. WEST 14,04.0,R•_Aolc ARBARA R. SHOOK e. 7 ,4,,,ke.L..1 C. MIC L SHOOK OPTIONEE: DUKE ENERGY PROGRESS,LLC a North Carolina limited liability company By: i---Z. / Name: Eric Rouse Title: Director, Land Services 2 Exhibit A d Y. `era�iv �h .:,�, l f • i } The entirety of the Site is located at least fifty (50) feet from the western edge of the ditch that runs along the tree line at the eastern side of the Property. Improvements added to the Site will not block or impede the ditch crossing located to the southeast of the Site that allows access onto the agricultural field (which is located to the south of Site); Optionee will review surveyed site boundary with Optionor prior to construction to ensure the ditch crossing is not blocked or impeded. 3